EXHIBIT 10.12

                          OshKosh B'Gosh, Inc.
                           112 Otter Avenue
                     Oshkosh, Wisconsin 54901-5008

                          CREDIT AGREEMENT

                                              June 24, 1994

Firstar Bank Milwaukee,
 National Association
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Bank One, Milwaukee, NA
111 East Wisconsin Ave.
Milwaukee, Wisconsin 53202

Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603

Norwest Bank Wisconsin,
National Association
100 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Gentlemen:

OshKosh B'Gosh, Inc., a Delaware corporation with its 
principal offices located in the City of Oshkosh, Wisconsin (the 
"Company"), hereby requests that each of you (collectively the 
"Banks" and individually a "Bank") severally agree to make loans 
to the Company from time to time on the terms and conditions set 
forth below:


ARTICLE I

LOANS AND NOTES

     1.1 Revolving Credit.  From time to time prior to June 24, 
1997 or the earlier termination in full of the 
Commitments (in either case the "Termination Date"), 
the Company may obtain loans from each of the Banks, 
pro rata according to each Bank's Percentage Interest, 
up to an aggregate principal amount equal to the amount 
by which (i) $60,000,000 (the "Aggregate Commitment" 
and as to each Bank's respective Percentage Interest 
thereof, its "Commitment"), as terminated or reduced 
pursuant to section 1.7, exceeds (ii) the sum of (A) 
the aggregate amount of Letter of Credit obligations 
(as defined in section 10.1(o) below), and (B) the 
aggregate face amount of outstanding Commercial Paper 
(as defined in section 10.1(d) below), including for 
this purpose all Nicolet Funding Corp. Loans (as 
defined in section 1.9(e)below). 	The Commitment and 
Percentage Interest of each Bank is set forth in the table below:

                                                			Percentage
     	Name of Bank	             Commitment	         Interest

	Firstar Bank Milwaukee,	       $19,500,000	          32.5%
	National Association

	Bank One, Milwaukee, NA	       $16,500,000	          27.5%

	Harris Trust and Savings	      $12,000,000	          20.0%
	Bank

	Norwest Bank Wisconsin,	       $12,000,000	          20.0%
	National Association

	Total:                       	 $60,000,000          100.0%  
 
The failure of any one or more of the Banks to lend in accordance 
with its Commitment shall not relieve the other Banks of their 
several obligations hereunder, but no Bank shall be liable in 
respect to the obligation of any other Bank hereunder or be 
obligated in any event to lend in excess of its Commitment. 
Subject to the limitations of section 2.2(d)(3) the Company may 
repay such loans and reborrow hereunder from time to time prior 
to the Termination Date.  Each loan hereunder from the Banks 
collectively shall be in a multiple of $100,000 (except that any 
such loan subject to a LIBOR Pricing option shall be in an amount 
of $1,000,000 or any multiple of $100,000 in excess of such 
amount).  The loans from each Bank advanced under this section 
1.1 shall be evidenced by a single promissory note of the Company 
(each a "Revolving Credit Note", and collectively with the Demand 
Notes (as defined in section 1.2 below), sometimes called the 
"Notes") in the form of Exhibit 1.1 annexed hereto, payable to 
the order of the lending Bank.

     1.2	Demand Line of Credit.  There is hereby 
established a revocable line of credit in the aggregate principal 
amount of $40,000,000 (the "Demand Line") for the current use of 
the Company.  The amount of the Demand Line provided by each Bank 
is set forth in the table below:

       	Name of Bank	                    Demand Line
   	Firstar Bank Milwaukee,              $13,000,000
   	National Association

   	Bank one, Milwaukee, NA	             $11,000,000

   	Harris Trust and Savings Bank	       $ 8,000,000

   	Norwest Bank Wisconsin,              $ 8,000,000 
    National	Association	  

   	Total:	                              $40,000,000


Each Bank in its sole discretion may decline to make advances 
under the Demand Line at any time without having made demand
for payment. 	Any Bank so declining to make advances shall
immediately	give written notice of such declination to the
Company and	the Agent, but failure to give such notice shall
not affect the validity or effectiveness of such declination.  
Any loans under the Demand Line shall be made pro rata according 
to the participating Banks, respective shares of the Demand Line 
from time to time in effect, up to an aggregate principal amount 
equal to (i) $40,000,000 minus (ii) the amount by which (A) the 
sum of (1) the outstanding principal amount of all revolving 
credit loans made pursuant to section

     1.1, (2) the aggregate amount of Letter of Credit 
Obligations, and (3) the aggregate face amount of 
outstanding Commercial Paper, including for this 
purpose all Nicolet Funding Corp. Loans, exceeds (E) 
the Aggregate Commitment.  The Demand Line shall be 
unused for at least 90 consecutive days during each 
twelve-month period commencing July I of a given year 
and ending June 30 the following year.  Each advance 
under the Demand Line from the Banks collectively shall 
be in a multiple of $100,000 (except that any such 
advance subject to a LIBOR Pricing Option shall be in 
an amount of $1,000,000 or any multiple of $100,000 in 
excess of such amount).  The advances under the Demand 
Line from each Bank shall be evidenced by a single 
promissory note of the Company (each a "Demand Note", 
and collectively with the Revolving Credit Notes, 
sometimes called the "Notes"), payable on demand to the 
order of the lending Bank in the form of Exhibit 1.2 
attached hereto.  The Company acknowledges that all 
amounts due under the Demand Notes are payable on 
demand, regardless of whether the Company has breached 
any of the terms, covenants and conditions set forth in 
this Agreement, the Notes, any Collateral Document or 
any other document or agreement applicable to the loans 
described herein.

     1.3	Notes.  The Notes shall be executed by 
the Company and delivered to the Banks prior to the 
initial loans.  Although the Notes shall be expressed 
to be payable in the full amounts specified above, the 
Company shall be obligated to pay only the amounts 
actually disbursed to or for the account of the 
Company, together with interest on the unpaid balance 
of sums so disbursed which remains outstanding from 
time to time, at the rates and on the dates specified 
in the Notes, together with the other amounts provided 
therein.

     1.4	Letters of Credit.

     (a)	Firstar Bank Milwaukee, N.A. and such
other Bank or Banks as the Company may from time to 
time designate with the consent of the Agent (each an 
"LOC Bank") shall from time to time when so requested 
by the Company issue standby and import letters of 
credit, respectively (each a "Letter of Credit" and 
collectively the "Letters of Credit") for the account 
of the Company up to an aggregate face amount equal to 
the amount by which (i) the sum of (A) the Aggregate 
Commitment and (B) the Demand Line from time to time in 
effect exceeds (ii) the sum of (A) the outstanding 
principal amount of loans made pursuant to sections 1.1 
and 1.2, (B) the aggregate amount of all unpaid 
Reimbursement obligations (as defined in section 
lo.l(r) below) and (C) the aggregate face amount of 
outstanding Commercial Paper, including for this 
purpose all

Nicolet Funding Corp. Loans.  In addition to the 
foregoing aggregate limitation on Letters of Credit, 
standby Letters of Credit shall not exceed $25,000,000 
in aggregate face amount at any time outstanding and 
import Letters of Credit shall not exceed $35,000,000 
in aggregate face amount at any time outstanding.  Each 
LOC Bank hereby grants to each other Bank, and each 
other Bank hereby agrees to take, a pro rata 
participation in each Letter of Credit issued hereunder 
and all rights (including rights to reimbursement from 
the Company under paragraph (c) below) and obligations 
associated therewith in accordance with the Percentage 
Interest of each Bank.  In the event of any drawing on 
a Letter of Credit which is not reimbursed by or on 
behalf of the Company, each Bank shall pay to the 
appropriate LOC Bank a proportionate amount of such 
drawing equal to its Percentage Interest therein.  Each 
LOC Bank shall divide the proceeds of any reimbursement 
of a drawing on a Letter of Credit with the other Banks 
that have made payment to the LOC Bank pursuant to the 
foregoing sentence, pro rata according to the 
respective contributions of such other Banks.

     (b)	The Company agrees to pay to the Agent for 
the pro rata benefit of the Banks a letter of credit 
fee in respect of each standby Letter of Credit in the 
amount of three quarters of one percent (3/4!k) per 
annum of the face amount of such standby Letter of 
Credit.  Such fees shall be payable quarterly in 
arrears on the first day of each calendar quarter.

     (c)	The Company hereby unconditionally promises 
to pay to the appropriate LOC Bank upon demand, without 
defense, setoff or counterclaim, the amount of each 
drawing under Letters of Credit issued by such LOC Bank 
plus interest on the foregoing from the date due at the 
Prime Rate (as defined in section 2.2(b)(2)).

     (d)	Reliance on Documents.  Delivery to the LOC Banks 
of any documents strictly complying on their face with 
the requirements of any Letter of Credit shall be 
sufficient evidence of the validity, genuineness and 
sufficiency thereof and of the good faith and proper 
performance of drawers and users of such Letter of 
Credit, their agents and assignees; and the LOC Banks 
may rely thereon without liability or responsibility 
with respect thereto, even if such documents should in 
fact prove to be in any or all respects invalid, 
fraudulent or forged.

     (e)	Non-Liability for Other Matters.  The LOC Banks 
shall not be liable to the Company for (i) 
honoring any requests for payment under any Letter 
of Credit which strictly comply on their face with 
the terms of such Letter of Credit, (ii) any delay 
in giving or failing to give any notice, (iii) 
errors, delays, misdeliveries or losses in 
transmission of telegrams, cables, letters or 
other communications or documents or items 
forwarded in connection with any Letter of Credit 
or any draft, (iv) accepting and relying upon the 
name, signature or act of any party who is or 
purports to be acting in strict compliance with 
the terms of any Letter of Credit; or (v) any 
other action taken or omitted by the LOC Banks in 
good faith in connection with any Letter of Credit 
or any draft; except only that the Company shall 
have a claim against an LOC Bank, and such LOC 
Bank shall be liable to the Company, to the extent 
of damages suffered by the Company which the 
Company proves were caused by (A) the LOC Bank's 
willful misconduct or gross negligence or (B) the 
LOC Bank's willful and wrongful failure to pay 
under any Letter of Credit after the presentation 
to it of documents strictly complying with the 
terms and conditions of the Letter of Credit.

     1.5	Use of Proceeds.  The Company represents, warrants and agrees that:

     (a)	The proceeds of the loans made hereunder 
will be used solely for the following purposes: 
(i) contemporaneously with the making of the 
initial loan hereunder, the proceeds of such 
initial loan shall be used to the extent necessary 
to pay all indebtedness of Company outstanding 
under its demand lines of credit with Firstar Bank 
Milwaukee, N.A. and Norwest Bank Wisconsin; and 
(ii) all other proceeds shall be used (A) for the 
repayment at maturity of outstanding Commercial 
Paper (to the extent necessary), and (B) for 
working capital and other lawful corporate 
purposes.

     (b)	No part of the proceeds of any loan made 
hereunder will be used to "purchase" or "carry" 
any "margin stock" or to extend credit to others 
for the purpose of "purchasing" or "carrying" any 
"margin stock" (as such terms are defined in the 
Regulation U of the Board of Governors of the 
Federal Reserve System), and the assets of the 
Company and its Subsidiaries do not include, and 
neither the Company nor any Subsidiary has any 
present intention of acquiring, any such security.

     1.6	Commitment Fee.  The Company shall pay to the 
Agent for the account of the Banks, pro rata according 
to their respective Percentage Interests, a commitment 
fee computed at the rate of one-eighth of one percent 
(1/8W) per annum on the Aggregate Commitment (as 
reduced pursuant to section 1.7). Such commitment fees 
shall accrue during the period from the date of this 
Agreement to and including the Termination Date and be 
payable quarterly in advance on the date of the initial 
loan and on the first day of each calendar quarter 
thereafter.

     1.7	Termination or Reduction.

     (a)	The Company shall have the right, upon
five business days' prior written notice to each 
Bank, to ratably reduce in part the Commitments, 
provided, however, that (i) each partial reduction 
of the Aggregate Commitment shall be in the amount 
of $100,000 or an integral multiple thereof, and 
(ii) no reduction shall reduce the Aggregate 
Commitment to an amount less than the sum of (A) 
the aggregate principal amount of outstanding 
revolving credit loans made under Section 1.1, (B) 
the aggregate amount of Letter of Credit 
obligations, and (C) the aggregate face amount of 
outstanding Commercial Paper, including for this 
purpose all Nicolet Funding Corp. Loans.  Subject 
to the limitations of the preceding sentence, the 
entire Commitments of all of the Banks may be 
terminated in whole at any time upon five Business 
Days, prior written notice to each Bank.

     (b)	Each Bank in its sole discretion may at 
any time reduce or terminate its individual Demand 
Line by giving written notice of such reduction or 
termination to the Agent and the Company.  If any 
Bank shall decline to make additional advances 
pursuant to the Demand Line or shall demand 
payment of any amount outstanding under its Demand 
Note, the aggregate Demand Line shall 
automatically be reduced by an amount equal to 
such Bank's individual Demand Line.


     1.8	Optional Prepayment.  The Notes may be 
prepaid in whole or in part at the option of the 
Company at any time without premium or penalty except 
as otherwise provided in section 2.2(d)(3). All 
prepayments shall be applied as set forth in section 
2.4(b) pro rata among the Banks in accordance with 
their respective Percentage Interests.  All prepayments
shall be accompanied by interest accrued on the amount 
prepaid through the date of prepayment.

     1.9	Commercial Paper.

     (a)	The Company may issue Commercial Paper 
from time to time, including sales of Commercial Paper 
through one or more of the Banks acting as placement 
agent pursuant to separate agreements between the 
Company and such Bank or Banks.  The aggregate face 
amount of all outstanding Commercial Paper (but not 
including for this purpose any Nicolet Funding Corp. 
Loans) shall not at any time exceed the lesser of (i) 
$60,000,000 and (ii) the amount by which (A) the sum of 
(1) the Aggregate Commitment and (2) the Demand Line in 
effect from time to time, exceeds (B) the sum of (1) 
the outstanding principal amount of loans made pursuant 
to sections 1.1 and 1.2, (2) the aggregate amount of 
Letter of Credit Obligations and (3) the outstanding 
principal amount of all Nicolet Funding Corp. Loans.  
No Commercial Paper shall have a term to maturity 
greater than 100 days.

     (b)	The Company shall pay a Commercial Paper 
placement fee in respect of Commercial Paper placed by 
any of the Banks computed at a rate of one-quarter of 
one percent (1/4%) per annum of the aggregate face 
amount of such Commercial Paper, payable at the time 
such Commercial Paper is issued as follows: (i) one-
eighth of one percent (1/8%) to the Bank acting as 
placement agent for the sale of such Commercial Paper 
and (ii) one-eighth of one percent (1/8%) to the Agent 
for the pro rata benefit of the Banks.

     (c)	The Company will give written notice to 
the Agent in the form of Part 1 to Exhibit 2.1 hereto 
on each Business Day on which there is any change in 
the aggregate outstanding face amount of Commercial 
Paper and Nicolet Funding Corp. Loans, setting forth 
the aggregate principal amount of all Commercial Paper 
and Nicolet Funding Corp. Loans then outstanding after 
giving effect to the issuance or repayment of 
Commercial Paper and Nicolet Funding Corp. Loans (as 
the case may be) taking place on such Business Day.


     (d)	For all purposes of this Agreement, the 
outstanding face amount of all Commercial Paper 
(but not including for this purpose any Nicolet 
Funding Corp. Loans) shall be deemed to be use of 
the Aggregate Commitment.  The principal amount of 
outstanding loans (including Nicolet Funding Corp. 
Loans) and the face amount of outstanding Letters 
of Credit shall be deemed to be use of the 
Aggregate Commitment to the extent that the 
Aggregate Commitment exceeds the face amount of 
outstanding Commercial Paper (but not including 
for this purpose any Nicolet Funding Corp. Loans) 
from time to time, and otherwise shall be deemed 
to be use of the Demand Line.

     (e)	The Company may also obtain direct 
loans from Nicolet Funding Corp. ("Nicolet Funding 
Corp. Loans") from time to time.  The aggregate 
principal amount of such loans at any time 
outstanding shall not exceed the lesser of (i) 
$20,000,000 and (ii) the sum of (A) the amount by 
which the Aggregate Commitment exceeds the 
aggregate principal amount of Commercial Paper 
from time to time outstanding, plus (B) the amount 
available to be borrowed from time to time under 
the Demand Line provided by Norwest Bank 
Wisconsin, National Association.  Such loans shall 
have maturities not exceeding 100 days, and shall 
bear interest at rates to be agreed upon by the 
Company and Nicolet Funding Corp.


ARTICLE II

ADMINISTRATION OF CREDIT

     2.1	Borrowing Procedure.  Loans hereunder shall he 
made at the principal banking office of the Agent in
Milwaukee, Wisconsin, on written or telephonic 
notice from the Company to the Agent received not later
than 10:30 a.m. on the date of the proposed borrowing
(subject to the notice requirement of section 2.2(c)(2) 
if the Company wishes to elect a LIBOR Pricing option 
with respect to such loan), which notice shall specify
the date and the aggregate principal amount of such 
borrowing.  Each written request for a borrowing 
hereunder shall be given in the form of Part 2 to 
Exhibit 2.1 hereto; each telephonic request for a 
borrowing hereunder shall be confirmed within three (3) 
Business Days of the borrowing date by delivery of a 
written request in such form. Upon its receipt of such 
notice from the Company, the Agent	shall promptly give 
notice to the other Banks, each of which shall have its 
respective portion of the loans available to the Agent 
in Milwaukee in immediately available funds not later 
than 2:00 p.m. on the date of the borrowing.  Out of 
thefunds received from the Banks for the making of 	  
the loans hereunder, the Agent will make a loan to the 
Company in such amount on behalf of such Banks.  Notes 
and other required documents delivered to the Agent for 
the account of each Bank shall be promptly delivered to 
such Bank, or in accordance with instructions received 
from it, together with copies of such other documents 	  
received in connection with the borrowing as such Bank 
shall request.

     2.2	Interest Calculation.

     (a)	Interest.  The principal amount of the 
indebtedness from time to time evidenced by the Notes 
shall accrue and bear interest at a rate per annum 
which shall at all times equal the Applicable Rate (as 
defined in section 2.2(b)). To the extent that any 
portion of the indebtedness evidenced by the Notes 
bears interest at the Prime Rate (defined below), the 
Company will pay such interest monthly in arrears on 
the last day of each month.  On the last day of each 
LIBOR Interest Period or on any earlier termination of 
any LIBOR Pricing Option, the Company will pay the 
accrued and unpaid interest on the indebtedness 
evidenced by the Notes which was subject to the LIBOR 
Pricing Option which expired or terminated on such 
date.  On any stated or accelerated maturity of the 
indebtedness evidenced by the Notes all accrued and 
unpaid interest on such indebtedness shall be forthwith 
due and payable, including without limitation any 
accrued and unpaid interest on such indebtedness which 
is subject to a LIBOR Pricing Option.  In addition, the 
Company will, on demand, pay interest on any overdue 
installments of principal and pay interest during the 
continuance of any Event of Default both at a rate per 
annum which is at all times equal to the sum of (a) the 
Applicable Rate (or, if more than one Applicable Rate 
is then in effect, the weighted average of the 
Applicable Rates then in effect), plus (b) 2%r per 
annum.

     (b)	Applicable Rate.  The term "Applicable Rate" 
shall mean:

     (1)	With respect to any portion of the 
indebtedness evidenced by the Notes which is at 
the time subject to an effective LIBOR Pricing 
Option, the applicable LIBOR Rate set forth in 
section 2.2(c)(1)(D).

     (2)	With respect to any portion of the 
indebtedness evidenced by the Notes which is not 
at the time subject to an effective LIBOR Pricing 
Option, the rate announced by Firstar Bank 
Milwaukee, N.A. from time to time as its prime 
rate (changing as and when such prime rate 
changes) (the "Prime Rate").

     (c)	The LIBOR Pricing Options.  The following 
provisions shall apply to the LIBOR Pricing Options:

     (1)	Certain Definitions.  For purposes of 
this Agreement:

     (A)	The term "Basic LIBOR Rate" as applied to any 
LIBOR Interest Period shall mean the per annum rate of 
interest determined by the Agent (which shall be 
applicable to all of the Banks) to be the average 
(rounded up, if necessary, to the nearest 1/16 of 1%) 
of the offered rates for deposits in U.S. dollars for 
the applicable LIBOR Interest Period which appear on 
the Reuters Screen LIBO Page (or such other page on 
which the appropriate information may be displayed), on 
the electronic communications terminals in the Agent's 
money center as of 11:00 a.m. (London time) on the day 
which is two Business Days prior to the first day of 
such LIBOR Interest Period ("Calculation Date"), except 
as provided below. if fewer than two offered rates 
appear for the applicable LIBOR Interest Period or if 
the appropriate screen is not accessible as of such 
time, the term "Basic LIBOR Rate" shall mean the per 
annum rate of interest determined by the Agent (but 
which shall be applicable to all of the Banks) to be 
the average (rounded up, if necessary, to the nearest 
1/16 of 1%) of the rates at which deposits in U.S. 
dollars are offered to the Agent by four major banks in 
the London interbank market, as selected by the Agent 
("Reference Banks"), at approximately 11 a.m., London 
time, on the Calculation Date for the applicable LIBOR 
Interest Period and in an amount equal to the principal 
amount of the loans subject to the applicable LIBOR 
Pricing Option.  The Agent will request the principal 
London office of each of the Reference Banks to provide 
a quotation of its rate.  If at least two such 
quotations are provided, the applicable rate will be 
the mean of the quotations.  If fewer than two 
quotations are provided as requested, the applicable 
rate will be the mean of the rates quoted by major 
banks in New York City, selected by the Agent, at 
approximately 11 a.m., New York City time, on the  
Calculation Date for loans in U.S. dollars to leading 
European banks for the applicable LIBOR Interest Period 
and in an amount equal to the principal amount of the 
loans subject to the applicable LIBOR Pricing Option.

     (B)The term "LIBOR Interest Period" shall mean any 
period, selected as provided below in this section 
2.2(c) of one, two or three months, each commencing on 
any Business Day.  Such LIBOR Interest Period shall
end on the day in the succeeding calendar month which
corresponds numerically to the beginning day of such 
LIBOR Interest Period, provided, however, that if there 
is no such numerically corresponding day in such 
succeeding month, such LIBOR Interest Period shall end 
on the last Business Day of such succeeding month.  If 
any LIBOR Interest Period so selected would otherwise 
end on a date which is not a Business Day, such LIBOR 
Interest Period shall instead end on the immediately 
succeeding Business Day, provided, however, that if 
said next succeeding Business Day falls in a new month, 
such LIBOR Interest Period shall end on the immediately 
preceding Business Day.

     (C)	The term "LIBOR Pricing Options" shall mean 
the options granted pursuant to this section 2.2(c) to 
have the interest on all or any portion of the 
principal amount of indebtedness evidenced by the Notes 
computed with reference to a LIBOR Rate.

     (D)	The term "LIBOR Rate" for any LIBOR Interest 
Period shall mean a rate per annum equal to the sum of 
(i) the quotient of (A) the Basic LIBOR Rate applicable 
to that LIBOR Interest Period divided by (B) one minus 
the LIBOR Reserve Requirement (expressed as a decimal) 
applicable to that LIBOR Interest Period, plus (ii) 
five-eighths of one percent (5/8%).  The LIBOR Rate 
shall be rounded, if necessary, to the next higher 1/16 
of 1%.


     (E) The term "LIBOR Reserve Requirement" shall 
mean, with respect to each LIBOR Interest Period, 
the stated rate of all reserve requirements 
(including all basic, supplemental, marginal and 
other reserves and taking into account any 
transitional adjustments or other scheduled 
changes in reserve requirements during such LIBOR 
Interest Period) that is specified on the first 
day of such LIBOR Interest Period by the Board of 
Governors of the Federal Reserve System for 
determining the maximum reserve requirement with 
respect to eurocurrency funding (currently 
referred to as "Eurocurrency liabilities" in 
Regulation D of such Board of Governors) 
applicable to the Agent.

     (F) The term "Regulatory Change" means any change 
enacted or issued after the date of this Agreement 
of any (or the adoption after the date of this 
Agreementof any new) federal or state law,
regulation, interpretation, direction, policy or 
guideline, or any court decision, which in any 
case has general application to banks of the class 
of which any Bank is a member and which affects 
the treatment of any loans of such Bank, all as 
set forth below.

     (2)	Election of LIBOR Pricing Options.  Subject to 
all the terms and conditions hereof, the 
Company may, by notice to the Agent received 
not later than 10:30 a.m. (Milwaukee time) on 
the day which is three Business Days prior to 
the first day of the LIBOR Interest Period 
selected in such notice, elect to have all or 
such portion of the principal amount of 
indebtedness then evidenced (or to be evidenced 
at the commencement of such LIBOR Interest 
Period) by the Notes as the Company may specify 
in such notice (in the minimum amount of 
$1,000,000 or any multiple of $100,000 in 
excess of such amount) accrue and bear daily 
interest during the LIBOR Interest Period so 
selected at a per annum rate equal to the LIBOR 
Rate for such LIBOR Interest Period; provided, 
however, that no such election shall become 
effective if the Agent determines (which 
determination shall be binding and conclusive 
on all parties) that (i) by reason of 
circumstances affecting the London interbank 
market adequate and reasonable means do not 
exist for ascertaining the applicable LIBOR 
Rate; (ii) the LIBOR Rate does not accurately 
reflect the cost to the Banks of making or 
maintaining LIBOR-based loans in general; or 
(iii)	any Default or Event of Default has
occurred and is continuing.  Each notice of 	 
election of a LIBOR Pricing Option shall be irrevocable.

     (d)	Special Provisions.

     (1)	Increased Costs.  If any Regulatory Change,

     (A)	shall subject any Bank to any tax, duty 
or other charge with respect to any of its loans, 
Letters of Credit or participations therein, or 
Reimbursement Obligations owed to it hereunder, or 
shall change the basis of taxation of payments to 
any Bank of the principal of or interest on its 
loans hereunder or Reimbursement Obligations owed 
to it, or any other amounts due under this 
Agreement in respect of such loans or 
Reimbursement obligations, or its obligation to 
make loans hereunder or issue Letters of Credit or 
participate therein (except for changes in the 
rate of tax on the overall net income of such 
Bank);

     (B)	shall impose, modify or make applicable 
any reserve (including, without limitation, any 
reserve imposed by the Board of Governors of the 
Federal Reserve System, but excluding any reserve 
included in the determination of the LIBOR Rate), 
special deposit or similar requirement against 
assets of, deposits with or for the account of, or 
credit extended by, any Bank; or

     (C)	shall impose on any Bank any
other condition affecting its loans,
Letters of Credit or participations
therein, or any Reimbursement Obligation
owed to it hereunder; and the result of
any of the foregoing is to increase the
cost to (or in the case of Regulation D or
any other analogous law, rule or regulation, to 
impose a cost on) such Bank of making or 
maintaining any loans, issuing or maintaining any 
Letter of Credit, or participating therein, or to 
reduce the amount of any sum received or 
receivable by such Bank under this Agreement and 
any document or instrument related hereto, then 
after 30 days' notice from such Bank (which notice 
shall be sent to the Agent and the Company and 
shall be	accompanied by a statement setting forth in 
reasonable detail the basis of such increased cost 
or other effect on the loans, Letters of Credit or 
Reimbursement obligations), the Company shall pay 
directly to such Bank, on demand, such
additional amount or amounts as will compensate 
such Bank for such increased cost or such 
reduction incurred on or after the date of the 
giving of such notice to the Agent and the Company.

Each of the Banks represents to the Company 
that, as of the date hereof, it is not aware of 
any fact or circumstance that would give rise to 
any increased cost under this section 2.2(d)(1). 
Each Bank further agrees that, for purposes of 
this section 2.2(d)(1), it will not treat the 
Company in a manner different from its other 
commercial loan customers having similar loan 
relationships with the Bank.

     (2) Changes in Law Rendering Certain
Loans Unlawful.  In the event that any Regulatory 
Change should make it (or, in the good faith judgment 
of a Bank, should raise substantial questions as to 
whether it is) unlawful for a Bank to make, maintain or 
fund a loan subject to a LIBOR Rate, then (i) such Bank 
shall promptly notify each of the other parties hereto, 
(ii) the obligation of all Banks to make such loan 
shall, upon the effectiveness of such event, be 
suspended for the duration of such unlawfulness, and 
(iii) to the extent that it is unlawful for such Bank 
to maintain an outstanding loan subject to a LIBOR 
Rate, such loan shall thereafter bear interest at the 
Prime Rate or such other lower rate as may be agreed 
upon by the Company and the Bank.

     (3)	Funding Losses.  The Company hereby agrees 
that upon demand by any Bank (which demand shall be 
sent to the Agent and the Company and shall be 
accompanied by a statement setting forth in reasonable 
detail the basis for the calculations of the amount 
being claimed) the Company will indemnify such Bank 
against any net loss or expense which such Bank may 
sustain or incur (including, without limitation, any 
net loss or expense incurred by reason of the 
liquidation or reemployment of
deposits or other funds acquired by such Bank to fund 
or maintain loans hereunder), as reasonably determined 
by such Bank, as a result of (i) any payment or 
prepayment of any loan subject to a LIBOR Rate of such 
Bank on a date other than the last day of a LIBOR 
Interest Period for such loan whether or not required 
by any other provision of this Agreement, or (ii) any 
failure of the Company to borrow any loans on a date 
specified therefor in a notice of borrowing pursuant to 
this Agreement.

     (4)	Discretion of Banks as to Manner of
Funding. 	Notwithstanding any provision of this
Agreement	to the contrary, each Bank shall be
entitled to fund and maintain its funding of all or any 
part of its loans hereunder in any manner it sees fit.

     (5)	Capital Adequacy.  If any Regulatory Change 
affects the treatment of any loan, Letter of Credit or 
participation therein of a Bank as an asset or other 
item included for the purpose of calculating the 
appropriate amount of capital to be maintained by such 
Bank or any corporation controlling such Bank and has 
the effect of reducing the rate of return on such 
Bank's or such corporation's capital as a consequence 
of the obligations of such Bank hereunder to a level 
below that which such Bank or such corporation could 
have achieved but for such Regulatory Change (taking 
into account such Bank's or such corporation's policies 
with respect to capital adequacy) by an amount deemed 
in good faith by such Bank to be material, then after 
30 days' notice from such Bank to the Company and the 
Agent of such Regulatory Change, the Company shall pay 
to such Bank, on demand, such additional amount or 
amounts as will compensate such Bank or such 
corporation, as the case may be, for such reduction 
incurred on or after the date of the giving of such 
notice to the Agent and the Company.  Such Bank shall 
submit, to the Agent and the Company, a statement as to 
the amount of such compensation, prepared in good faith 
and in reasonable detail.  Each of the Banks represents 
to the Company that, as of the date hereof, it is not 
aware of any fact or circumstance that would give rise 
to a claim for compensation under this section 2.2(d)(5).

     (6) Conclusiveness of Statements; 	Survival of 
Provisions.Determinations and 	statements of any Bank pursuant to 
sections

     2.2(d)(1), (2), (3) and (5) shall be rebuttably 
presumptive evidence of the correctness of the 
determinations and statements and shall be conclusive 
absent manifest error if the Company fails to deliver 
written notice to the Agent within 30 days of (i) the 
date of mailing of such statement or (ii) the giving of 
notice of such determination if no such statement is 
mailed.  The provisions of section 2.2(d)(1),
(3) and (5) shall survive the obligation of the Banks 
to extend credit under this Agreement and the repayment 
of the loans and Reimbursement obligations.

     2.3	Computations; Non-Business Days.  All fees, and 
all interest payable on the Notes, shall be computed for the 
actual number of days elapsed using a daily rate determined by 
dividing the annual rate by 360.  Whenever any payment to be made 
hereunder or under any Note shall be stated to be due on a non-
Business Day, such payment may be made on the next succeeding 
Business Day, and such extension of time shall be included in the 
computation of interest under the Notes, or fees payable 
hereunder, as the case may be.

     2.4	Application of Payments.

     (a)	All payments of principal, interest and
fees under this Agreement and the Notes shall be made to the 
Agent in immediately available funds for the ratable account 
of the Banks and the holders of the Notes then outstanding, 
as appropriate, in respect of amounts then due hereunder.  
The Agent shall promptly distribute to each such Bank or 
holder pro rata the amount of principal, interest or fees 
received by the Agent for the account of such holder.  Any 
payment to the Agent for the account of a Bank or a holder 
of a Note under this Agreement shall constitute a payment by 
the Company to such Bank or holder of the amount so paid to 
the Agent, and any Notes or portions thereof so paid shall 
not be considered outstanding for any purpose after the date 
of such payment to the Agent.

     (b)	All payments received by the Agent under this 
Agreement from any source shall be applied to the 
obligations of the Company hereunder in the following order 
of priority:

     (i)	First, to the payment of all unreimbursed 
fees and expenses due hereunder;

     (ii)	Second, to the repayment of all outstanding loans 
under the Demand Line and all accrued interest thereon;

     (iii)	Third, to the payment of all 
outstanding loans under the Aggregate 
Commitment, to the extent then due and 
payable, and all accrued interest thereon;

     (iv)	Fourth, to secure reimbursement of 
the outstanding face amount of all Letters of 
Credit issued against the Demand Line;

     (v)	Fifth, to secure reimbursement of 
the outstanding face amount of all Letters of 
Credit issued against the Aggregate 
Commitment; and

     (vi)	Sixth, to secure payment at 
maturity of all outstanding Commercial Paper, 
including for this purpose all Nicolet 
Funding Corp. Loans.

     2.5	Pro Rata Treatment.  All payments or 
prepayments of principal, interest or fees shall be 
made pro rata in accordance with the amounts of the 
Notes then due.  In the event that any Bank shall 
receive from the Company or any other source (other 
than the sale of a participation to another commercial 
lender pursuant to section 10.10) any payment of, on 
account of, or for any obligation of the Company 
hereunder or under the Notes (whether pursuant to the 
exercise of any right of set off, banker's lien, 
realization upon any security held for or appropriated 
to such obligation, counterclaim or otherwise) other 
than as above provided, then such Bank shall 
immediately purchase, without recourse and for cash, an 
interest in the obligations of the same nature held by 
the other Banks so that each Bank shall thereafter have 
a percentage interest in all of such obligations eclual 
to the percentage interest which such Bank held in the 
Notes outstanding immediately before such payment; 
provided, that if any payment so received shall be 
recovered in whole or in part from such purchasing 
Bank, the purchase shall be rescinded and the purchase 
price restored to the extent of such recovery, but 
without interest.  The Company specifically 
acknowledges and consents to the preceding sentence.

     2.6	Set Off.  In the event that the unpaid 
principal balance of the Notes or any other amount 
becomes immediately due and payable pursuant to section 
7.2, each Bank may offset and apply any monies, 
balances, accounts and deposits (including certificates 
of deposit) of the Company
then at such Bank toward the payment of the Note or 
Notes held by such Bank or other amounts owed to it 
hereunder.  Promptly upon its charging any account of 
the Company pursuant to this section, the Bank shall 
give the Company notice thereof, provided that failure 
to give such notice shall not affect the obligations of 
the Company hereunder.

ARTICLE III

CONDITIONS OF BORROWING

Without limiting any of the other terms of 
this Agreement, none of the Banks shall be required to 
make any loan to the Company hereunder or issue any 
Letter of Credit unless each of the following 
conditions has been satisfied:

     3.1	Representations.  The representations 
and warranties contained in Article IV hereof continue 
to be true and correct on the date of such loan and no 
Default or Event of Default hereunder shall have 
occurred and be continuing.

     3.2	Insurance Certificate.  Prior to the 
initial loan the Banks shall have received satisfactory 
evidence that the Company maintains hazard and 
liability insurance coverage reasonably satisfactory to 
the Banks.

     3.3	Form U-1.  Prior to the initial loan the 
Company shall have executed and delivered to the Banks 
a Federal Reserve Form U-1 provided for in Regulation U 
of the Board of Governors of the Federal Reserve 
System, and the statements made therein shall be such, 
in the reasonable opinion of the Banks, as to permit 
the transactions contemplated hereby without violation 
of Regulation U.

     3.4	Counsel opinion.  Prior to the initial 
loan the Banks shall have received from their special 
counsel and from Company's counsel, satisfactory 
opinions as to such matters relating to the Company and 
its Subsidiaries, the validity and enforceability of 
this Agreement, the loans to be made hereunder and the 
other documents required by this Article III as the 
Banks shall reasonably require.  The Company shall 
execute and/or deliver to the Banks or their respective 
counsel such documents concerning its corporate status 
and the authorization of such transactions as may be 
requested.

     3.5	Proceedings Satisfactory.  All 
proceedings taken in connection with the transactions 
contemplated by this Agreement, and all instruments, 
authorizations and other documents applicable thereto, 
shall be satisfactory in form and substance to the 
Banks and their respective counsel.

    	3.6	Violation of Environmental Laws.  In the 
reasonable opinion of the Banks there shall not exist 
any uncorrected violation by the Company or any 
Subsidiary of an Environmental Law or any condition 
which requires, or may require, a cleanup, removal or 
other remedial action by the Company or any Subsidiary 
under any Environmental Laws costing $2,500,000 or more 
in the aggregate.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

In order to induce the Banks to make the 
loans as provided herein, the Company represents and 
warrants to the Banks as follows, except as set forth 
in a letter (the "Information and Exceptions Letter") 
delivered to the Banks not later than three (3) 
Business Days prior to the date of this Agreement.

     4.1	Organization.  The Company and each of 
its Subsidiaries is a corporation duly organized and 
existing in good standing under the laws of the 
jurisdiction under which it was incorporated, and has 
all requisite power and authority, corporate or 
otherwise, to conduct its business and to own its 
properties.  Set forth in the Information and 
Exceptions Letter is a complete and accurate list of 
all of its Subsidiaries, showing as of the date hereof 
(as to each such Subsidiary) the jurisdiction of its 
incorporation, the percentage of the outstanding shares 
of each class of capital stock owned (directly or 
indirectly) by the Company and the number of shares 
covered by all outstanding options, warrants, rights of 
conversion or purchase, and similar rights.  All of the 
outstanding stock of all of the Subsidiaries has been 
legally and validly issued, is fully paid and non-
assessable except as provided by section 180.0622(2)(b) 
of the Wisconsin Business Corporation Law and its 
predecessor statute, as judicially interpreted, and is 
owned by the Company or one or more other Subsidiaries 
free and clear of all pledges, liens, security 
interests and other charges or encumbrances.  The 
Company is duly licensed or qualified to do business in 
all jurisdictions in which such qualification is 
required, and failure to so qualify could have a 
material adverse effect on the property, financial 
condition or business operations of the Company.

     4.2	Authority.  The execution, delivery and 
performance of this Agreement, the Notes and the 
documents required by Article III (the "Collateral 
Documents") are within the corporate powers of the 
Company, have been duly authorized by all necessary 
corporate action and do not and will not (i) require 
any consent or approval of the stockholders of the 
Company, (ii) violate any provision of the articles of 
incorporation or by-laws of the Company or of any law, 
rule, regulation, order, writ, judgment, injunction, 
decree, determination or award presently in effect 
having applicability to the Company or any Subsidiary; 
(iii) require the consent or approval of, or filing or 
registration with, any governmental body, agency or 
authority; or (iv) result in a breach of or constitute 
a default under, or result in the imposition of any 
lien, charge or encumbrance upon any property of the 
Company or any Subsidiary pursuant to, any indenture or 
other agreement or instrument under which the
Company or any Subsidiary is a party or by which it or
its properties may	be bound or affected. This
Agreement constitutes, and	each of the Notes and 
each of the Collateral Documents when executed and 
delivered hereunder will constitute, legal, valid and 
binding obligations of the Company or other signatory 
enforceable in accordance with its terms, except as 
such enforceability may be limited by bankruptcy or 
similar laws affecting the enforceability of creditors' 
rights generally.

     4.3	Investment Company Act of 1940.  Neither the 
Company nor any Subsidiary is an "investment company" 
or a company "controlled" by an "investment company" 
within the meaning of the Investment Company Act of 
1940, as amended.

     4.4	Employee Retirement Income Security Act.  
All Plans are in compliance in all material respects 
with the applicable provisions of ERISA.  Neither the 
Company nor any Subsidiary has incurred any material 
"accumulated funding deficiency" within the meaning of 
section 302(a)(2) of ERISA in connection with any Plan.  
There has been no Reportable Event for any Plan, the 
occurrence of which would have a materially adverse 
effect on the Company or any Subsidiary, nor has the 
Company or any Subsidiary incurred any material 
liability to the Pension Benefit Guaranty Corporation 
under section 4062 of ERISA in connection with any 
Plan.  The Unfunded Liabilities of all Plans do not in 
the aggregate exceed $2,500,000.

     4.5	Financial Statements.  The consolidated and 
consolidating balance sheets of the Company and its 
Subsidiaries as of December 31, 1993, and the 
consolidated and consolidating statements of profit and 
loss and surplus of the Company and its Subsidiaries 
for the year ended on that date, as prepared by the 
Company and certified by Ernst & Young and heretofore 
furnished to the Banks, present fairly the financial 
condition of the Company and such Subsidiaries as of 
that date, and the results of their operations for the 
fiscal year ended on that date.  Since December 31, 
1993, there has been no material adverse change in the 
property, financial condition or business operations of 
the Company or any Subsidiary.

     4.6	Liens.  The Company and each Subsidiary 
has good and marketable title to all of its assets, 
real and personal, free and clear of all liens, 
security interests, mortgages and encumbrances of any 
kind, except Permitted Liens.  To the best of the 
Company's knowledge and belief, all owned and leased 
buildings and equipment of the Company and its 
Subsidiaries are in good condition, repair and working 
order in all material respects and conform in all 
material respects to all applicable laws, regulations 
and ordinances.

     4.7	Contingent Liabilities.  Neither the 
Company nor any Subsidiary has any guarantees or other 
contingent liabilities outstanding (including, without 
limitation, liabilities by way of agreement, contingent 
or otherwise, to purchase, to provide funds for 
payment, to supply funds to or otherwise invest in the 
debtor or otherwise to assure the creditor against 
loss), except those permitted by section 5.7 hereof.

     4.8	Taxes.  Except as expressly disclosed in the 
financial statements referred to in section 4.5 above, 
neither the Company nor any Subsidiary has any material 
outstanding unpaid tax liability (except for taxes 
which are currently accruing from current operations 
and ownership of property, which are not delinquent), 
and no tax deficiencies have been proposed or assessed 
against the Company or any Subsidiary.  The most recent 
completed audit of the Company's federal income tax 
returns was for the Company's income tax year ending 
December 31, 1989, and all taxes shown by such returns 
(together with any adjustments arising out of such 
audit, if any) have been paid.

     4.9   Absence of Litigation.  Neither the Company nor 
any Subsidiary is a party to any litigation or 
administrative proceeding, nor so far as is known by 
the Company is any litigation or administrative 
proceeding threatened against it or any Subsidiary, 
which in either case (i) relates to the execution, 
delivery or performance of this Agreement, the Notes, 
or any of the Collateral Documents, (ii) could, if 
adversely determined, cause any material adverse change 
in the property, financial condition or the conduct of 
the business of the Company and its Subsidiaries taken 
as a whole, (iii)asserts or alleges	the Company or 
any Subsidiary violated Environmental Laws,	(iv) 
asserts or alleges that Company or any Subsidiary is
required to cleanup, remove, or take remedial or other
response action due to the disposal, depositing, 
discharge, leaking or other release of any hazardous 
substances or materials, or (v) asserts or alleges that 
Company or any Subsidiary is required to pay all or a 
portion of the cost of any past, present or future 
cleanup, removal or remedial or other response action 
which arises out of or is related to the disposal, 
depositing, discharge, leaking or other release of any 
hazardous substances or materials by Company or any 
Subsidiary, except with respect to violations, 
cleanups, removals and other remedial and response 
actions referred to clauses (iii), (iv) and (v) above 
which will cost the Company and its Subsidiaries less 
than $2,500,000 in the aggregate.

     4.10	Absence of Default.  No event has 
occurred which either of itself or with the lapse of 
time or the giving of notice or both, would give any 
creditor of the Company or any Subsidiary the right to 
accelerate the maturity of any indebtedness of the 
Company or any Subsidiary for borrowed money.  Neither 
the Company nor any Subsidiary is in default under any 
other lease, agreement or instrument, or any law, rule, 
regulation, order, writ, injunction, decree, 
determination or award, non-compliance with which could 
materially adversely affect its property, financial 
condition or business operations.

     4.11	No Burdensome Agreements.  Neither the Company nor 
any Subsidiary is a party to any agreement, instrument 
or undertaking, or subject to any other restriction, 
(i) which materially adversely affects the property, 
financial condition or business operations of the 
Company and its Subsidiaries taken as a whole, or (ii) 
under or pursuant to which the Company or any 
Subsidiary is or will be required to place (or under 
which any other person may place) a lien upon any of 
its properties securing indebtedness either upon demand 
or upon the happening of a condition, with or without 
such demand, other than Permitted Liens.

     4.12	Trademarks, etc.  The Company and its 
Subsidiaries possess adequate trademarks, trade names, 
copyrights, patents, permits, service marks and 
licenses, or rights thereto, for the present and 
planned future conduct of their respective businesses 
substantially as now conducted, without any known 
conflict with the rights of others which might result 
in a material adverse effect on the Company and its 
Subsidiaries taken as a whole.

     4.13	Partnerships; Joint Ventures.  Neither 
the Company nor any Subsidiary is a member of any 
partnership or joint venture except as permitted under 
section 5.4.

     4.14	Full Disclosure.  No information, 
exhibit or report furnished by the Company or any 
Subsidiary to any Bank in connection with the 
negotiation or execution of this Agreement contained 
any material misstatement of fact as of the date when 
made or omitted to state a material fact or any fact 
necessary to make the statements contained therein not 
misleading as of the date when made.

     4.15	Fiscal Year.  The fiscal year of the Company 
and each Subsidiary ends on December 31 of each year.

     4.16 Environmental Conditions.  To the Company's
knowledge after reasonable investigation, there are no
conditions existing currently or likely to exist during
the term of this Agreement which would subject the 
Company or any Subsidiary to damages, penalties, 
injunctive relief or cleanup costs under any 
Environmental Laws or which require or are likely to 
require cleanup, removal, remedial action or other 
response pursuant to Environmental Laws by the Company 
or any Subsidiary, except for such matters which will 
cost the Company and its Subsidiaries less than 
$2,500,000 in the aggregate.

     4.17	Environmental Judgments, Decrees and 
orders.  Neither the Company nor any Subsidiary is 
subject to any judgment, decree, order or citation 
related to or arising out of Environmental Laws and 
neither the Company nor any Subsidiary has been named 
or listed as a potentially responsible party by any 
governmental body or agency in a matter arising under 
any Environmental Laws, except for such matters which 
will cost the Company and its Subsidiaries less than 
$2,500,000 in the aggregate.

ARTICLE V

NEGATIVE COVENANTS

While any part of the credit granted to the 
Company is available and while any part of the 
principal of or interest on any Note remains unpaid or 
any Letter of Credit Obligation remains outstanding, 
the Company shall not do any of the following, or 
permit any Subsidiary to do any of the following, 
without the prior written consent of the Required 
Banks:

     5.1	Restriction of Indebtedness.  Create, 
incur, assume or have outstanding any indebtedness for 
borrowed money or the deferred purchase price of any 
asset (including obligations under Capitalized Leases), 
except:

     (a)	the Notes issued under this Agreement;

     (b)	outstanding indebtedness in respect of
industrial revenue bond financing shown on the
financial statements referred to in section 4.5 above, 
provided that such indebtedness shall not be renewed, 
extended or increased;

    	(c)	additional long-term indebtedness 
incurred pursuant to an offering of long-term notes, 
bonds or similar obligations of the Company; provided 
that, simultaneously with the closing of such debt 
offering, the Aggregate Commitment shall be reduced by 
an amount equal to the net proceeds to the Company of 
such long-term indebtedness;

    	(d)	indebtedness described in section 
lo.l(p)(iv), provided such indebtedness does not exceed 
an aggregate of $5,000,000 outstanding at any one time;

    	(e)	Commercial Paper in an aggregate face 
amount of not more than the amount permitted by section 
1.9(a);

    	(f)	Nicolet Funding Corp. Loans in aggregate 
principal amount of not more than the amount permitted 
by section 1.9(e);

    	(g) unsecured indebtedness which is
subordinated to the prior payment of the Company's
obligations under this Agreement in a manner
satisfactory to the Banks;

    	(h)	indebtedness in respect of Capitalized 
Leases, provided that the aggregate lease payments 
thereunder do not exceed $1,000,000 in any fiscal year 
of the Company; and

   	 (i)	other indebtedness not exceeding 
$5,000,000 in aggregate principal amount at any time 
outstanding.

     5.2	Restriction on Liens.  Create or permit 
to be created or allow to exist any mortgage, pledge, 
encumbrance or other lien upon or security interest in 
any property or asset now owned or hereafter acquired 
by the Company or any Subsidiary, except Permitted 
Liens.

     5.3	Sale and Leaseback.  Enter into any
agreement providing for	the leasing by the Company or 
a Subsidiary of property which has been or is to be
sold or transferred by the Company or a Subsidiary to 
the lessor thereof, or which is substantially similar 
in purpose to property so sold or transferred, except 
for agreements relating to sales of property not 
exceeding $5,000,000 (in gross sales proceeds to the 
Company) in the aggregate.

     5.4	Acquisitions and Investments.  Acquire any 
other business or make any loan, advance or extension 
of credit to, or investment in, any other person, 
corporation or other entity (including without 
limitation Subsidiaries, partnerships and joint 
ventures), including investments acquired in exchange 
for stock or other securities or obligations of any 
nature of the Company or any Subsidiary, except:

     (a)	investments in (i) bank repurchase 
agreements; (ii) savings accounts or certificates 
of deposit in a financial institution of 
recognized standing; (iii) obligations issued or 
fully guaranteed by the United States; and (iv) 
prime commercial paper maturing within 90 days of 
the date of acquisition by the Company or a 
Subsidiary;

     (b)	loans and advances made to employees and 
agents in the ordinary course of business, such as 
travel and entertainment advances and similar 
items;

     (c)	investments in the Company by a Subsidiary;

     (d)	credit extended to customers in the 
ordinary course of business;

     (e)	other investments outstanding on 
December 31, 1993, and shown on the financial 
statements referred to in section 4.5 above, 
provided that such investments shall not be 
increased; and

     (f)additional acquisitions and investments in 
present and future Subsidiaries and joint 
ventures, provided that all such acquisitions and 
investments (valued at original cost without 
regard to subsequent increases or decreases in the 
value thereof) shall not exceed (i)$15,000,000 in
the aggregate and (ii)$5,000,000 with respect to 
any single entity.

     5.5	Liquidation; Merger; Disposition of 
Assets.  Liquidate or dissolve; or merge with or into 
or consolidate with or into any other corporation or 
entity except a merger of a wholly-owned Subsidiary 
into the Company or another wholly-owned Subsidiary; or 
sell, lease, transfer or otherwise dispose of all or 
any substantial part of its property, assets or 
business (other than sales made in the ordinary course 
of business), or any stock of any Subsidiary.

     5.6	Accounts Receivable.  Discount or sell with 
recourse, or sell for less than the face amount 
thereof, any of its notes or accounts receivable, 
whether now owned or hereafter acquired.

     5.7	Contingent Liabilities.  Guarantee or 
become a surety or otherwise contingently liable 
(including, without limitation, liable by way of 
agreement, contingent or otherwise, to purchase, to 
provide funds for payment, to supply funds to or 
otherwise invest in the debtor or otherwise to assure 
the creditor against loss) for any obligations of 
others, except (i) pursuant to the deposit and 
collection of checks and similar items in the ordinary 
course of business, (ii) in connection with letters of 
credit issued for the account of the Company from time 
to time by Republic National Bank of New York, provided 
that (A) such letters of credit shall not exceed 
$10,000,000 in aggregate face amount at any time 
outstanding and (B) none of such letters of credit 
shall remain outstanding on or after June 1, 1995, and 
(iii) other contingent liabilities in respect of third 
party obligations not exceeding an aggregate of 
$5,000,000 outstanding at any one time.

     5.8	Affiliates.  Suffer or permit any 
transaction with any Affiliate, except on terms not 
less favorable to the Company or Subsidiary than would 
be usual and customary in similar transactions with 
non-affiliated persons.


ARTICLE VI

AFFIRMATIVE COVENANTS

While any part of the credit granted to the 
Company is available and while any part of the 
principal of or interest on any Note remains unpaid or 
any Letter of Credit Obligation is outstanding, and 
unless waived in writing by the Required Banks, the 
Company shall:

     6.1	Financial Status.  Maintain:

     (a)	At all times a Consolidated Current Ratio 	
	of at least 2.00 to 1.00;

     (b)	A ratio of Consolidated Total 
Liabilities to Consolidated Tangible Net Worth of 
(i) not more than 1.00 to 1.00 at all times prior 
to January 1, 1996 and (ii) not more than 0.85 to 
1.00 at all times after December 31, 1995; and

     (c)	At the end of each fiscal quarter a 
Consolidated Fixed Charge Coverage Ratio for the 
four consecutive fiscal quarters then ended of at 
least 3.00 to 1.00.

   		6.2 Insurance.  Maintain insurance in such 
amounts and against such risks as is customary by 
companies engaged in the same or similar businesses and 
similarly situated.

     6.3	Corporate Existence; Obligations.  Do, 
and cause each Subsidiary to do, all things necessary 
to: maintain its corporate existence (except for 
mergers permitted by section 5.5) and all rights and 
franchises necessary or desirable for the conduct of 
its business; (ii) comply in all material respects with 
all applicable laws, rules, regulations and ordinances, 
and all restrictions imposed by governmental 
authorities, including those relating to environmental 
standards and controls; and (iii) pay, before the same 
become delinquent and before penalties accrue thereon, 
all taxes, assessments and other governmental charges 
against it or its property, and all of its other 
liabilities, except to the extent and so long as the 
same are being contested in good faith by appropriate 
proceedings in such manner as not to cause any material 
adverse effect upon its property, financial condition 
or business operations, with adequate reserves provided 
for such payments.

     6.4	Business Activities.  Continue to carry 
on its business activities in substantially the manner 
such activities are conducted on the date of this 
Agreement and not make any material change in the 
nature of its business.

     6.5	Properties.  Keep and cause each 
Subsidiary to keep its properties (whether owned or 
leased) in good condition, repair and working order, 
ordinary wear and tear and obsolescence excepted, and 
make or cause to be made from time to time all 
necessary repairs thereto (including external or 
structural repairs) and renewals and replacements 
thereof consistent with the exercise of its reasonable 
business judgment.


     6.6	Accounting Records; Reports.  Maintain and cause 
each Subsidiary to maintain a standard and modern 
system for accounting in accordance with generally 
accepted principles of accounting consistently applied 
throughout all accounting periods and consistent with 
those applied in the preparation of the financial 
statements referred to in section 4.5; and furnish to 
the Agent such information respecting the business, 
assets and financial condition of the Company and its 
Subsidiaries as any Bank may reasonably request and, 
without request, furnish to the Agent:

     (a)	Within 45 days after the end of each of the 
first three quarters of each fiscal year of 
the Company (i) consolidated and 
consolidating balance sheets of the Company 
and all of its Subsidiaries as of the close 
of such quarter and of the comparable 
quarter in the preceding fiscal year; and 
(ii) consolidated and consolidating 
statements of income and surplus of the 
Company and all of its Subsidiaries for such 
quarter and for that part of the fiscal year 
ending with such quarter and for the 
corresponding periods of the preceding 
fiscal year; all in reasonable detail and 
certified as true and correct (subject to 
audit and normal year-end adjustments) by 
the chief financial officer of the Company; and

     (b)	As soon as available, and in any event
within 90	days after the close of each fiscal year
of the Company, a copy of the audit report for such 
year and accompanying consolidated and consolidating 
financial statements of the Company and its 
Subsidiaries, as prepared by independent public 
accountants of recognized standing selected by the 
Company and reasonably satisfactory to the Required 
Banks, which audit report shall be accompanied by an 
opinion of such accountants, in form reasonably 
satisfactory to the Required Banks, to the effect that 
the same fairly present the financial condition of the 
Company and its Subsidiaries and the results of its and 
their operations as of the relevant dates thereof; and

     (c)	As soon as available, copies of all reports 
or materials submitted or distributed to shareholders 
of the Company or filed with the Securities and 
Exchange Commission or other governmental agency having 
regulatory authority over the Company or any Subsidiary 
or with any national securities exchange; and

     (d)	Promptly, and in any event within 10 days after an 
officer of the Company has actual knowledge thereof a 
statement of the chief financial officer of the Company 
describing: (i) any Default or Event of Default 
hereunder, or any other event which, either of itself 
or with the lapse of time or the giving of notice or 
both, would constitute a default under any other 
material agreement to which the Company or any 
Subsidiary is a party, together with a statement of the 
actions which the Company proposes to take with respect 
thereto; (ii) any pending or threatened litigation or 
administrative proceeding of the type described in 
section 4.9; and (iii) any fact or circumstance which 
is materially adverse to the property, financial 
condition or business operations of the Company and its 
Subsidiaries taken as a whole; and

     (e)(i) Promptly, and in any event within 30 days, after 
an officer of the Company acquires actual 
knowledge that any Reportable Event with respect 
to any Plan has occurred, a statement of the chief 
financial officer of the Company setting forth 
details as to such Reportable Event and the action 
which the Company proposes to take with respect 
thereto, together with a copy of any notice of 
such Reportable Event given to the Pension Benefit 
Guaranty Corporation if a copy of such notice is 
available to the Company, (ii) promptly after the 
filing thereof with the Internal Revenue Service, 
copies of each annual report with respect to each 
Plan administered by the Company and (iii) 
promptly after receipt thereof, a copy of any 
notice (other than a notice of general 
application) the Company, any Subsidiary or any 
member of the Controlled Group may receive from 
the Pension Benefit Guaranty Corporation or the 
Internal Revenue Service with respect to any Plan 
administered by the Company.

The financial statements referred to in (a) 
and (b) above shall be accompanied by a certificate by 
the chief financial officer of the Company 
demonstrating compliance with the covenants in section 
6.1 during the relevant period and stating that, as of 
the close of the last period covered in such financial 
statements, no condition or event had occurred which 
constitutes a Default hereunder or which, after notice 
or lapse of time or both, would constitute a Default 
hereunder (or if there was such a condition or event, 
specifying the same).  The audit report referred to in 
(b) above shall be accompanied by a certificate by the 
accountants who prepared the audit report, as of the 
date of such audit report, stating that in the course 
of their audit, nothing has come to their attention 
suggesting that a condition or event has occurred which 
constitutes a Default hereunder or which, after notice 
or lapse of time or both, would constitute a Default 
hereunder (or if there was such a condition or event, 
specifying the same); but such accountants shall not be 
liable for any failure to obtain knowledge of any such 
condition or event.  The Agent shall promptly furnish 
to each of the Banks (i) copies of the certificates 
delivered to the Agent pursuant to this paragraph, and 
(ii) copies of any statements delivered to the Agent 
pursuant to section 6.6(d) or (e) above.

     6.7 Inspection of Records. Permit representatives
of the Banks at their own expense to visit and inspect 
any of the properties and examine any of the books and 
records of the Company and its Subsidiaries at any 
reasonable time and as often as may be reasonably 
desired.

     6.8	Compliance with Environmental Laws. Timely comply in all 
material respects, and cause each Subsidiary to comply in all 
material respects, with all applicable Environmental Laws.

     6.9	Environmental Audit.  Permit, at its expense, at 
the request of the Required Banks, an Environmental Audit solely 
for the benefit of the Banks, to be conducted by the Banks or an 
independent agent selected by the Banks, but only in the event of 
a circumstance or condition of the nature described in section 
6.10 below which, in the reasonable judgment of the Required 
Banks, will cost the Company $2,500,000 or more in the aggregate.  
This provision shall not relieve the Company or any Subsidiary 
from conducting its own Environmental Audits or taking any other 
steps necessary to comply with Environmental Laws.

     6.10	Orders, Decrees and other Documents.  Provide to 
the Agent, immediately upon receipt, copies of any 
correspondence, notice, pleading, citation, indictment, 
complaint, order, decree, or other document from any source 
asserting or alleging a circumstance or condition which requires 
or may recfuire a financial contribution by the Company or any 
Subsidiary or a cleanup, removal, remedial action, or other 
response by or on the part of the Company or any Subsidiary under 
Environmental Laws or which seeks damages or civil, criminal or 
punitive penalties from the Company or any Subsidiary for an 
alleged violation of Environmental Laws; provided, however, such 
documentation need not be delivered to the Agent unless and until 
the circumstances or conditions referred to therein will, 
individually or in the aggregate with any other such matters, 
likely result in costs to the Company and its Subsidiaries of 
$1,000,000 or more.


ARTICLE VII

DEFAULTS

     7.1  	Defaults. The occurrence of any one or more of the following
events shall constitute an "Event of Default":

     (a)	The Company shall fail to pay (i) any interest due on 
any Revolving Credit Note, or any other amount payable 
hereunder (other than a principal payment on any Note or a 
Reimbursement Obligation) by five days after the same 
becomes due; or (ii) any principal amount due on any 
Revolving Credit Note or any Reimbursement Obligation when 
due;

     (b) The Company shall default in the performance or observance
of any agreement, covenant, condition, provision or 
term contained in Article V (other than section 5.8) or 
section 6.1 of this Agreement;

     (c)	The Company shall default in the performance 
or observance of any of the other agreements, 
covenants, conditions, provisions or terms in this 
Agreement or any Collateral Document and such default 
continues for a period of thirty days after written 
notice thereof is given to the Company by any of the Banks;

     (d)	Any representation or warranty made by the 
Company herein or any certificate delivered pursuant 
hereto, or any financial statement delivered to any 
Bank hereunder, shall prove to have been false in any 
material respect as of the time when made or given;

     (e)	The Company or any Subsidiary shall fail to 
pay as and when due and payable (whether at maturity, 
by acceleration or otherwise) all or any part of the 
principal of or interest on any indebtedness of or 
assumed by it (including without limitation the Demand 
Notes), or of the rentals due under any lease or 
sublease, or of any other obligation for the payment of 
money, in each case where such payments aggregate 
$1,000,000 or more, and such default shall not be cured 
within the period or periods of grace, if any, 
specified in the instruments governing such 
obligations; or default shall occur under any evidence 
of, or any indenture, lease, sublease, agreement or 
other instrument governing such obligations, and such 
default shall continue for a period of time sufficient 
to permit the acceleration of the maturity of any such 
indebtedness or other obligation or the termination of 
such lease or sublease, unless the Company or such 
Subsidiary shall be contesting such default in good 
faith by appropriate proceedings;

     (f)	A final judgment which, together with all
other outstanding final judgments against the Company 
and its Subsidiaries, or any of them, exceeds an 
aggregate of $100,000 shall be entered against the 
Company or any Subsidiary and shall remain outstanding 
and unsatisfied, unbonded, unstayed or uninsured after 
60 days from the date of entry thereof;

     (g)	The Company or any Subsidiary shall: (i) 
become insolvent; or (ii) be unable, or admit in 
writing its inability to pay its debts as they
mature; or (iii) make a general assignment for the 
benefit of creditors or to an agent authorized to 
liquidate any substantial amount of its property; or 
(iv) become the subject of an "order for relief" within 
the meaning of the United States Bankruptcy Code; or 
(v) become the subject of a creditor's petition for 
liquidation, reorganization or to effect a plan or 
other arrangement with creditors; or (vi) apply to a 
court for the appointment of a custodian or receiver 
for any of its assets; or (vii) have a custodian or 
receiver appointed for any of its assets (with or 
without its consent); or (viii) otherwise become the 
subject of any insolvency proceedings or propose or 
enter into any formal or informal composition or 
arrangement with its creditors;

     (h)	This Agreement, any Note or any Collateral 
Document shall, at any time after their respective 
execution and delivery, and for any reason, cease to be 
in full force and effect or be declared null and void, 
or be revoked or terminated, or the validity or 
enforceability thereof or hereof shall be contested by 
the Company, or the Company shall deny that it has any 
or further liability or obligation thereunder or 
hereunder, as the case may be; or

     (i)	Any Reportable Event, which the Required 
Banks determine in good faith to constitute grounds for 
the termination of any Plan by the Pension Benefit 
Guaranty Corporation or for the appointment by the 
appropriate United States District Court of a trustee 
to administer any Plan, shall have occurred, or any 
Plan shall be terminated within the meaning of Title IV 
of ERISA, or a trustee shall be appointed by the 
appropriate United States District Court to administer 
any Plan, or the Pension Benefit Guaranty Corporation 
shall institute proceedings to terminate any Plan or to 
appoint a trustee to administer any Plan, and in case 
of any event described in the preceding provisions of 
this subsection (i) the Required Banks determine in 
good faith that the aggregate amount of the Company's 
liability to the Pension Benefit Guaranty Corporation 
under ERISA shall exceed $1,000,000 and such liability 
is not covered, for the benefit of the Company, by 
insurance.

     7.2 Termination of Aggregate Commitment and
Acceleration of Obligations.  Upon the occurrence of 
any Event of Default:

     (a)	As to any Event of Default under section 
7.1(a) and at any time thereafter, and in each 
case, the Required Banks (or the Agent with the 
written consent of the Required Banks) may, by 
written notice to the Company, immediately 
terminate the obligation of the Banks to make 
revolving credit loans and issue Letters of Credit 
hereunder and declare the unpaid principal balance 
of the Revolving Credit Notes, together with all 
interest accrued thereon, to be immediately due 
and payable; and the unpaid principal balance of 
such Notes and all unreimbursed amounts drawn on 
Letters of Credit, together with all interest 
accrued thereon, shall thereupon be due and 
payable without further notice of any kind, all of 
which are hereby waived, and notwithstanding 
anything to the contrary herein or in the Notes 
contained;

     (b)	As to any Event of Default under section 
7.1(g), the obligation of the Banks to make 
revolving credit loans and issue Letters of Credit 
hereunder shall immediately terminate and the 
unpaid principal balance of all Revolving Credit 
Notes and all unreimbursed amounts drawn on 
Letters of Credit, together with all interest 
accrued thereon, shall immediately and forthwith 
be due and payable, all without presentment, 
demand, protest, or further notice of any kind, 
all of which are hereby waived, notwithstanding 
anything to the contrary herein or in the Notes 
contained;

     (c)	As to any Event of Default other than an 
Event of Default under section 7.1(a) or section 
7.1(g) and at any time thereafter, and in each 
case, the Required Banks, with the written consent 
of all Banks that have acted as placement agent in 
the sale of any Commercial Paper then outstanding 
(or the Agent with the written consent of such 
Banks) may take the actions and exercise the 
remedies provided by this section 7.2.

     (d)	As to each Event of Default, subject to 
the limitations set forth in section 7.2(c) above, 
the Banks shall have all the remedies for default 
provided by the Collateral Documents, as well as 
applicable law.

     (e)	In the event that the unpaid principal balance of 
the Revolving Credit Notes becomes immediately due 
and payable pursuant to this section 7.2, the 
Company shall pay (i) to the appropriate LOC Bank 
the sum of the largest drafts which could then or 
thereafter be drawn under all outstanding Letters 
of Credit, which sum the LOC Bank may hold for the 
account of the Company, without interest, for the 
purpose of paying any draft presented, with the 
excess, if any, to be returned to the Company upon 
termination or expiration of such Letters of 
Credit, and (ii) to the Agent the aggregate face 
amount of all Commercial Paper (including for this 
purpose all Nicolet Funding Corp. Loans) then 
outstanding, which amount may be held by the 
Agent, without interest, to secure the payment in 
full of all such Commercial Paper at maturity, 
with the excess, if any, to be returned to the 
Company upon payment in full of all such 
Commercial Paper.

ARTICLE VIII

DEMAND NOTES

     8.1	Right of each Bank to Demand Payment.  
All amounts outstanding under each of the Demand Notes 
are due ON DEMAND by the holder thereof in its sole 
discretion; provided that such holder shall give at 
least three Business Days' prior written notice of its 
intention to make such demand to the Company and the 
Agent.  Notwithstanding the foregoing, the unpaid 
principal balance of the Demand Notes, together with 
all interest accrued thereon, shall automatically 
become immediately due and payable, without 
presentment, demand, protest or further notice of any 
kind, all of which are hereby waived, if an Event of 
Default under section 7.1(g) shall occur.  
Notwithstanding reference to any Event of Default or 
termination in this Agreement or any Collateral 
Document (except for automatic acceleration provisions 
referred to above), such provisions shall have no 
application to, or otherwise restrict, each Bank's 
right to demand payment under its Demand Note at any 
time.

     8.2	Cash Collateral.  If at any time when 
demand for payment is made on any Demand Note, the 
aggregate outstanding face amount of all Letters of 
Credit shall exceed the Aggregate Commitment (net of 
all outstanding Commercial Paper and Nicolet Funding 
Corp. Loans issued by the Company thereunder), the 
Company shall immediately pay the amount of such excess 
to the Agent, which amount (together with all accrued 
interest thereon) may be held by the Agent in an 
interest-bearing account as cash collateral for the 
purpose of securing the repayment of any draft 
presented in respect of outstanding Letters of Credit, 
with the excess, if any, to be returned to the Company 
as and when such Letters of Credit terminate or expire.

ARTICLE IX

THE AGENT

     9.1	Appointment and Powers.  Each of the 
Banks hereby appoints Firstar Bank Milwaukee, National 
Association as Agent for the Banks hereunder, and 
authorizes the Agent to take such action as Agent on 
its behalf and to exercise such powers as are 
specifically delegated to the Agent by the terms 
hereof, together with such powers as are reasonably 
incidental thereto.  The duties of the Agent shall be 
entirely ministerial; the Agent shall not have any duty 
to ascertain or to inquire as to the performance or 
observance of any of the terms, covenants or conditions 
of this Agreement, the Notes or any related document, 
or to enforce such performance, or to inspect the 
property (including the books and records) of the 
Company or any of its subsidiaries; and the Agent shall 
not be required to take any action which exposes the 
Agent to personal liability (unless indemnification 
with respect to such action satisfactory to the Agent 
in its sole discretion is provided to the Agent by the 
Required Banks) or which is contrary to this Agreement 
or the Notes or applicable law.  Firstar Bank 
Milwaukee, National Association agrees to act as Agent 
upon the express terms and conditions contained in this 
Article IX.

     9.2	Responsibility.  The Agent (i) makes no 
representation or warranty to any Bank and shall not be 
responsible to any Bank for any oral or written 
recitals, reports, statements, warranties or 
representations made in or in connection with this 
Agreement or any Note; (ii) shall not be responsible 
for the due execution, legality, validity, 
enforceability, genuineness, sufficiency, 
collectibility or value of this Agreement or any Note 
or any other instrument or document furnished pursuant 
thereto; (iii) may treat the payee of any Note as the 
owner thereof until the Agent receives written notice 
of the assignment or transfer thereof signed by such 
payee and in form satisfactory to the Agent; (iv) may 
execute any of its duties under this Agreement by or 
through employees, agents and attorneys in fact and 
shall not be answerable for the default or misconduct 
of any such employee, agent or attorney in fact 
selected by it with reasonable care; (v) may (but shall 
not be required to) consult with legal counsel 
(including counsel for the Company), independent public 
accountants and other experts selected by it and shall 
not be liable for any action taken or omitted to be 
taken in good faith by it in accordance with advice of 
such counsel, accountants or experts; (vi) shall be 
entitled to rely upon any note, notice, consent, 
waiver, amendment, certificate, affidavit, letter, 
telegram, telex, cable or other document or 
communication believed by it to be genuine and signed 
or sent by the proper party or parties, and may rely on 
statements contained therein without further inquiry or 
investigation.  Neither the Agent nor any of its 
directors, officers, agents, or employees shall be 
liable for any action taken or omitted to be taken by 
it or them under or in connection with this Agreement 
or the Notes, except for its or their own gross 
negligence or willful misconduct.

     9.3	Agent's Indemnification.  The Banks 
agree to indemnify and reimburse the Agent (to the 
extent not reimbursed by the Company), ratably from and 
against any and all liabilities, obligations, losses, 
damages, penalties, actions, judgments, suits, costs, 
expenses or disbursements of any kind or nature 
whatsoever which may be imposed on, incurred by, or 
asserted against the Agent as such in any way relating 
to or arising out of this Agreement or any action taken 
or omitted by the Agent under this Agreement, provided 
that no Bank shall be liable for any portion of such 
liabilities, obligations, losses, damages, penalties, 
actions, judgments, suits, costs, expenses or 
disbursements resulting from the Agent's gross 
negligence or willful misconduct.  Without limitation 
of the foregoing, each Bank agrees to reimburse the 
Agent promptly upon demand for its ratable share of any 
out-of-pocket expenses (including counsel fees) 
incurred by the Agent in connection with the 
preparation, execution, administration or enforcement 
of, or the preservation of any rights under, this 
Agreement to the extent that the Agent is not 
reimbursed for such expenses by the Company.

     9.4	Rights as a Lender.  With respect to its 
Commitment and the Notes issued to it, Firstar Bank 
Milwaukee, National Association, in its individual 
capacity as a Bank, shall have, and may exercise, the 
same rights and powers under this Agreement and the 
Notes payable to it as any other Bank has under this 
Agreement and Notes, and the terms "Bank" and "Banks", 
unless the context otherwise requires, shall include 
Firstar Bank Milwaukee, National Association in its 
individual capacity as a Bank.  Firstar Bank Milwaukee, 
National Association and its affiliates may accept 
deposits from, lend money to, act as trustee under 
indentures of, and generally engage in any kind of 
banking or trust business with, the Company or any of 
its subsidiaries and any person, firm or corporation 
who may do business with or own securities of the 
Company or any subsidiary, all as if it were not the 
Agent, and without any duty to account therefor to the 
Banks.

     9.5	Credit Investigation.  Each of the Banks severally 
represents and warrants to each of the other Banks and 
to the Agent that it has made its own independent 
investigation and evaluation of the financial condition 
and affairs of the Company and its Subsidiaries in 
connection with such Bank's execution and delivery of 
this Agreement and the making of its loans and has not 
relied on any information or evaluation provided by any 
other Bank or the Agent in connection with any of the 
foregoing (other than information provided by the 
Company to the Agent for transmittal to the Banks in 
connection with the foregoing); and each Bank 
represents and warrants to each other Bank and to the 
Agent that it shall continue to make its own 
independent investigation and evaluation of the credit-
worthiness of the Company and its Subsidiaries while 
the Commitments and/or the Notes are outstanding.

     9.6	Compensation.  The Agent shall receive 
such compensation for its services as Agent under this 
Agreement as may be agreed from time to time by the 
Company and the Agent.

ARTICLE X

MISCELLANEOUS

     10.1	Accounting Terms; Definitions.  Except 
as otherwise provided, all accounting terms shall be 
construed in accordance with generally accepted 
accounting principles consistently applied and 
consistent with those applied in the preparation of the 
financial statements referred to in section 4.5, and 
financial data submitted pursuant to this Agreement 
shall be prepared in accordance with such principles.  
As used herein:

     (a)	the term "Affiliate,, means any person, 
firm or corporation, which, directly or 
indirectly, controls, is controlled by, or is 
under common control with, the Company or a 
Subsidiary.

     (b)	the term "Business Day" means any day 
other than a Saturday or Sunday on which banks in 
the States of Wisconsin and Illinois are open for 
the transaction of substantially all of their 
banking functions; provided, however, that for 
purposes of calculating the Basic LIBOR Rate, the 
LIBOR Interest Periods, and the election of LIBOR 
Pricing Options, the term "Business Day" shall 
mean in addition only those days on which dealings 
in U.S. dollar deposits are carried out by U.S. 
financial institutions in the London interbank 
market.

     (c)	the term "Capitalized Lease,, means any 
lease which is capitalized on the books of the 
lessee, or should be so capitalized under 
generally accepted accounting principles.

     (d)	the term "Commercial Paper" means (i) all commercial paper 
issued by the Company from time to time, including sales of 
commercial paper through one or more of the Banks acting as 
placement agent pursuant to separate agreements between the 
Company and such Bank or Banks, and (ii) where expressly so 
included by the terms of this Agreement, all Nicolet Funding 
Corp. Loans described in section 1.9(e).

     (e)	the term "Consolidated Current Ratio,, means the 
relationship, expressed as a numerical ratio, between:

     (i)	the amount of all assets which under generally 
accepted principles of accounting would appear as current 
assets on the consolidated balance sheet of the Company and 
its Subsidiaries, excluding prepaid expenses which are not 
refundable on the date the determination is made,

And

     (ii)  the amount of all liabilities which under generally 
accepted principles of accounting would appear as current 
liabilities on such balance sheet, including all indebtedness 
payable on demand or maturing (whether by reason of specified 
maturity, fixed prepayments, sinking funds or accruals of any 
kind, or otherwise) within 12 months or less from the date of 
the relevant statement, including all lease and rental 
obligations due in 12 months or less under leases, whether or 
not Capitalized Leases, and including customers' advances and 
progress billings on contracts.

     (f) the term "Consolidated Fixed Charge Coverage Ratio" means, 
for any period, the relationship, expressed as a numerical 
ratio, between:

     (i)  the Consolidated Net Earnings of the Company for such 
period plus the sum of (A) depreciation, amortization and 
all other noncash deductions arising in the normal course
of operations and shown on the Company's financial 
statements for such period, (B) net interest expense on 
indebtedness of the Company (including the interest 
component of Capitalized Leases) for such period and (C)
rental expense under leases other than Capitalized 
Leases for such period; and

     (ii)	the sum of (A) net interest expense on 
indebtedness of the Company (including the 
interest component of Capitalized Leases) for such 
period, (B) scheduled principal payments on 
indebtedness of the Company during such period, 
(C) the principal component of required payments 
in respect of Capitalized Leases during such 
period and (D) rental expense under leases other 
than Capitalized Leases for such period.

     (g)	the term "Consolidated Total Liabilities,, 
means all liabilities of the Company and its 
Subsidiaries properly appearing on a consolidated 
balance sheet of the Company and its Subsidiaries in 
accordance with generally accepted accounting 
principles.

     (h)	the term "Consolidated Net Earnings" means 
the excess of:

     (i)	all revenues and income derived 
from operation in the ordinary course of business 
(excluding extraordinary gains and profits upon the 
disposition of investments and fixed assets),

Over:

     (ii)	all expenses and other proper 
charges against income (including payment or provision 
for all applicable income and other taxes, but 
excluding extraordinary losses and losses upon the 
disposition of investments and fixed assets), all as 
determined in accordance with generally accepted 
accounting principles as applied on a consolidated 
basis to the Company and its Subsidiaries.

     (i)	the term "Consolidated Tangible Net Worth" 
means the total of all assets properly appearing on the 
consolidated balance sheet of the Company and its 
Subsidiaries in accordance with generally accepted 
accounting principles, less the sum of the following:

the book amount of all such assets which would be 
treated as intangibles under generally accepted 
accounting principles, including, without limitation, 
all such items as good will, trademarks, trademark 
rights, trade names, tradename rights, brands, 
copyrights, patents, patent rights, licenses and 
unamortized debt discount and expense;

any write-up in the book value of 
any such assets resulting from a revaluation thereof 
subsequent to December 31, 1993;

     (iii)	all reserves, including 
reserves for depreciation, obsolescence, depletion, 
insurance, and inventory valuation, but excluding 
contingency reserves not allocated for any particular 
purpose and not deducted from assets;

     (iv)	the amount, if any, at which any 
shares of stock of the Company or any Subsidiary appear 
on the asset side of such consolidated balance sheet;

     (v)	all liabilities of the Company and 
its Subsidiaries shown on such balance sheet; and

     (vi)	all investments in foreign 
affiliates and nonconsolidated domestic affiliates.

     (j)	the term "Controlled Group" means a 
controlled group of corporations as defined in section 
1563 of the Internal Revenue Code of 1986, as amended, 
of which the Company is a part.

     (k)	The term "Default" means any event or 
condition which with the passage of time, the giving of 
notice or both would constitute an Event of Default.

     (1)	The term "Environmental Audit" means a review 
for the purpose of determining whether the Company and 
each Subsidiary complies with Environmental Laws and 
whether there exists any condition or circumstance 
which requires or will require a cleanup, removal, or 
other remedial action under Environmental Laws on the 
part of the Company or any Subsidiary including, but 
not limited to, some or all of the following:

     (i)	on site inspection including review 
of site geology, hydrogeology, demography, land use and 
population;

     (ii)	taking and analyzing soil borings 
and installing ground water monitoring wells and 
analyzing samples taken from such wells;

     (iii)	taking and analyzing of air samples and 
testing of underground tanks;

     (iv)	reviewing plant permits, compliance 
records and regulatory correspondence, and interviewing 
enforcement staff at regulatory agencies;

     (v)	reviewing the operations, 
procedures and documentation of the Company and its

Subsidiaries; and

     (vi)	interviewing past and present 
employees of the Company and its Subsidiaries.

     (m)	The term "Environmental Laws" means all 
federal, state and local laws including statutes, 
regulations, ordinances, codes, rules and other 
governmental restrictions and requirements relating to 
the discharge of air pollutants, water pollutants or 
process waste water or otherwise relating to the 
environment or hazardous substances including, but not 
limited to, the Federal Solid Waste Disposal Act, the 
Federal Clean Air Act, the Federal Clean Water Act, the 
Federal Resource Conservation and Recovery Act of 1976, 
the Federal Comprehensive Environmental Responsibility 
Cleanup and Liability Act of 1980, regulations of the 
Environmental Protection Agency, regulations of the 
Nuclear Regulatory Agency, and regulations of any state 
department of natural resources or state environmental 
protection agency now or at any time hereafter in 
effect.

     (n)	the term "ERISAII means the Employee 
Retirement Income Security Act of 1974, as the same may 
be in effect from time to time.

     (o)	the term "Letter of Credit Obligations" means 
the aggregate undrawn face amounts of all outstanding 
Letters of Credit and all unpaid Reimbursement 
obligations.

     (p) the term "Permitted Liens" means:

     (i) liens on property financed with
the proceeds	of industrial revenue bonds permitted
by section 5.1(b) given to secure indebtedness
evidenced by such bonds and other obligations of the
Company directly relating thereto;

    	(ii)	liens for taxes, assessments or 
governmental charges, and liens incident to 
construction, which are either not delinquent or are 
being contested in good faith by the Company or a 
Subsidiary by appropriate proceedings which will 
prevent foreclosure of such liens, and against which 
adequate reserves have been provided; and easements, 
restrictions, minor title irregularities and similar 
matters which have no adverse effect as a practical 
matter upon the ownership and use of the affected 
property by the Company or any Subsidiary;

     (iii)	liens or deposits in 
connection with worker's compensation or other 
insurance or to secure customs, duties, public or 
statutory obligations in lieu of surety, stay or appeal 
bonds, or to secure performance of contracts or bids 
(other than contracts for the payment of money 
borrowed), or deposits required by law or governmental
regulations or by any court order, decree, judgment or 
rule as a condition to the transaction of business or 
the exercise of any right, privilege or license; or 
other liens or deposits of a like nature made in the 
ordinary course of business; provided that the 
aggregate amount of liabilities (including interest and 
penalties, if any) of the Company secured by any stay 
or appeal bond shall not exceed $10,000,000 at any one 
time outstanding; and

     (iv)	purchase money liens on property 
acquired in the ordinary course of business, to finance 
or secure a portion of the purchase price thereof, and 
liens on property acquired existing at the time of 
acquisition; provided that in each case such lien shall 
be limited to the property so acquired, the liability 
secured by such lien does not exceed either the 
purchase price or the fair market value of the asset 
acquired, and the indebtedness secured by such lien is 
permitted by section 5.1.

     (q)	the term "Plan" means any employee pension 
benefit plan subject to Title IV of ERISA maintained by 
the Company, any of its Subsidiaries, or any member of 
the Controlled Group, or any such plan to which the 
Company, any of its Subsidiaries, or any member of the 
Controlled Group is required to contribute on behalf of 
any of its employees.

     (r)	the term "Reimbursement obligations" means 
all obligations of the Company to reimburse each LOC
Bank for all drawings under Letters of Credit.

     (s)	the term "Reportable Event" means a 
reportable event as that term is defined in Title iv of 
ERISA.

     (t)	The term "Required Banks" means Banks 
holding at least 66 2/3% of the Aggregate 
Commitment, or if the Aggregate Commitment has 
been terminated, Banks holding at least 66 2/3% in 
aggregate principal amount of the loans and Letter 
of Credit Obligations outstanding hereunder.

     (u)	the term "Subsidiary" means a 
corporation of which the Company owns, directly or 
through another Subsidiary, at the date of 
determination, more than 50% of the outstanding 
stock having ordinary voting power for the 
election of directors, irrespective of whether or 
not at such time stock of any other class or 
classes might have voting power by reason of the 
happening of any contingency.

     (v)	The term "Unfunded Liabilities" means, 
with regard to any Plan, the excess of the current 
value of the Plan's benefits guaranteed under 
ERISA over the current value of the Plan's assets 
allocable to such benefits.

     10.2	Amendments, Etc.  No waiver, amendment, 
settlement or compromise of any of the rights of any 
Bank under this Agreement, any Note or any of the 
Collateral Documents shall be effective for any purpose 
unless it is in a written instrument executed and 
delivered by the parties authorized to act by this 
section 10.2. Subject to the provisions of this section 
10.2, the Required Banks (or the Agent with the written 
consent of the Required Banks) and the Company may 
enter into agreements supplemental hereto for the 
purpose of adding or modifying any provisions to this 
Agreement, the Notes, or the Collateral Documents or 
changing in any manner the rights of the Banks or the 
Company hereunder or thereunder or waiving any Event of 
Default hereunder; provided, however, that no such 
supplemental agreement shall, without the consent of 
all of the Banks:

     (a)	Extend the maturity of any Note or 
reduce the principal amount thereof, or reduce the 
rate or amount or change the time of payment of 
interest or fees payable on any Note or otherwise 
under this Agreement.

     (b)	Amend the definition of Required Banks.

   		(c)	Extend the Termination Date, or increase 
the amount of the Commitment of any Bank 
hereunder, or permit the Company to assign its 
rights under this Agreement.

     (d)	Alter the provisions of section 2.5 of 
this Agreement.

     (e)	Amend any provision of this Agreement
requiring	a pro rata sharing among the Banks.

     (f)	Amend this section 10.2.

No amendment of any provision of this Agreement 
relating to the Agent shall be effective without the 
written consent of the Agent.

     10.3	Expenses; Indemnity.

     (a)	The Company shall pay, or reimburse each Bank for 
(i) all reasonable out-of-pocket costs and expenses 
(including, without limitation, reasonable attorneys' 
fees and expenses) paid or incurred by such Bank in 
connection with the negotiation, preparation, 
execution, delivery, and administration of this 
Agreement, the Notes, the Collateral Documents and any 
other document required hereunder or thereunder, 
including without limitation any amendment, supplement, 
modification or waiver of or to any of the foregoing; 
provided that such costs and expenses of each Bank 
(other than the Agent) in connection with the 
negotiation, preparation, execution and delivery of 
this Agreement, the Notes and the Collateral Documents 
shall not exceed $2,500; (ii) all reasonable out-of-
pocket costs and expenses (including, without 
limitation, reasonable attorneys' fees and expenses) 
paid or incurred by such Bank after Default, before and 
after judgment, in enforcing, protecting or preserving 
its rights under this Agreement, the Notes, the 
Collateral Documents and any other document required 
hereunder or thereunder, including without limitation 
the enforcement of rights against, or realization on, 
any collateral or security therefor; and (iii) any and 
all recording and filing fees and any and all stamp, 
excise, intangibles and other taxes, if any, 
(including, without limitation, any sales, occupation, 
excise, gross receipts, franchise, general corporation, 
personal property, privilege or license taxes, but not 
including taxes levied upon the net income of such Bank 
by the federal government or the state (or political 
subdivision of a state) where such Bank's principal 
office is located), which may be payable or determined 
to be payable in connection with the negotiation, 
preparation, execution, delivery, administration or 
enforcement of this Agreement, the Notes, the 
Collateral Documents or any other document required 
hereunder or thereunder or any amendment, supplement, 
modification or waiver of or to any of the foregoing, 
or consummation of any of the transactions contemplated 
hereby or thereby, including all costs and expenses 
incurred in contesting the imposition of any such tax, 
and any and all liability with respect to or resulting 
from any delay in paying the same, whether such taxes 
are levied upon such Bank, the Company or otherwise.

     (b)	The Company agrees to indemnify each Bank
against any and all losses, claims, damages, 
liabilities and expenses, (including, without 
limitation, reasonable attorneys' fees and expenses) 
incurred by such Bank arising out of, in any way 
connected with, or as a result of (i) any acquisition 
or attempted acquisition of stock or assets of another 
person or entity by the Company or any subsidiary, (ii) 
the use of any of the proceeds of any loans made 
hereunder by the Company or any subsidiary for the 
making or furtherance of any such acquisition or 
attempted acquisition, (iii) the construction or 
operation of any facility owned or 
operated	by the Company or any Subsidiary, or
resulting	from any pollution or other environmental
condition	on the site of, or caused by, any such
facility, (iv) the negotiation, preparation, execution, 
delivery, administration, and enforcement of this 
Agreement, the Note, the Collateral Documents and any 
other document required hereunder or thereunder, 
including without limitation any amendment, supplement, 
modification or waiver of or to any of the foregoing or 
the consummation or failure to consummate the 
transactions contemplated hereby or thereby, or the 
performance by the parties of their obligations 
hereunder or thereunder, (v) any claim, litigation, 
investigation or proceedings related to any of the 
foregoing, whether or not any Bank is a party thereto; 
provided, however, that such indemnity shall not apply 
to any ouch losses, claims, damages, liabilities or 
related expenses arising from (A) any unexcused breach 
by such Bank of its obligations under this Agreement or 
any Collateral Document, (B) any commitment made by 
such Bank to a person other than the Company or any 
Subsidiary which would be breached by the performance 
of such Bank's obligations under this Agreement or (C) 
gross negligence or willful misconduct of such Bank.

     (c)	The foregoing agreements and indemnities 
shall remain operative and in full force and 
effect regardless of termination of this 
Agreement, the consummation of or failure to 
consummate either the transactions contemplated by 
this Agreement or any amendment, supplement, 
modification or waiver, the repayment of any loans 
made hereunder, the termination of the Letter of 
Credit Obligations, the invalidity or 
unenforceability of any term or provision of this 
Agreement or any of the Notes or any Collateral 
Document, or any other document required hereunder 
or thereunder, any investigation made by or on 
behalf of any Bank, the Company or any Subsidiary, 
or the content or accuracy of any representation 
or warranty made under this Agreement, any 
Collateral Document or any other document required 
hereunder or thereunder.

     (d)	The foregoing indemnities shall remain 
operative and in full force and effect regardless 
of the termination of this Agreement, the 
consummation of the transactions contemplated by 
this Agreement, the repayment of the loans made 
hereunder, the invalidity or unenforceability of 
any term or provision of this Agreement or any of 
the Notes, any investigation made by or on behalf 
of the Bank or the Company, and the content of 
accuracy of any representation or warranty made 
under this Agreement.

     10.4	Securities Act of 1933.  Each Bank 
represents that it is acquiring the Notes payable to it 
without any present intention of making a sale or other 
distribution of such Notes, provided each Bank reserves 
the right to sell its Notes or participations therein.

     10.5 No Agency.  Except as expressly provided 
herein, nothing in this Agreement and no action taken 
pursuant hereto shall cause any Bank to be treated as 
the agent of any other Bank, or shall be deemed to 
constitute the Banks a partnership, association, joint 
venture or other entity.

   		10.6	Successors.  The provisions of this 
Agreement shall inure to the benefit of any holder of 
one or more of the Notes, and shall inure to the 
benefit of and be binding upon any successor to any of 
the parties hereto.  This Agreement shall not create 
any rights in favor of any other party (including 
without limitation any holder of Commercial Paper, 
including for this purpose Nicolet Funding Corp. Loans) 
and the Banks shall have no liability whatsoever to any 
holder of Commercial Paper as a result of this 
Agreement.  No delay on the part of any Bank or any 
holder of any of the Notes in exercising any right, 
power or privilege hereunder shall operate as a waiver 
thereof nor shall any single or partial exercise of any 
right, power or privilege hereunder preclude other or 
further exercise thereof or the exercise of any other 
right, power or privilege.  The rights and remedies 
herein specified are cumulative and are not exclusive 
of any rights or remedies which the Banks or the holder 
of any of the Notes would otherwise have.

     10.7	Survival.  All agreements, 
representations and warranties made herein shall 
survive the execution of this Agreement, the making of 
the loans hereunder and the execution and delivery of 
the Notes.

     10.8	Wisconsin Law.  This Agreement and the 
Notes issued hereunder shall be governed by and 
construed in accordance with the internal laws of the 
State of Wisconsin, except to the extent superseded by 
federal law.

     10.9	Counterparts.  This Agreement may be 
signed in any number of counterparts with the same 
effect as if the signatures thereto and hereto were 
upon the same instrument.

     10.10	Notices.  All communications or 
notices required under this Agreement shall be deemed 
to have been given on the date when deposited in the 
United States mail, postage prepaid, and addressed as 
follows (unless and until any of such parties advises 
the other in writing of a change in such address): (a) 
if to the Company, with the full name and address of 
the Company as shown on this Agreement below;
and (b) if to any of the Banks with the full name and 
address of such Bank as shown on this Agreement above, 
to the attention of the officer of the Bank executing 
the form of acceptance of this Agreement.

     10.11	Participations.  With the prior written 
consent of the Company and the Agent, each Bank may 
sell to another financial institution or institutions 
interests in its Notes (except that each Bank may sell 
such interests without such consent to other financial 
institutions owned directly or indirectly by it or by 
its controlling corporation) and, in connection with 
each such sale, and thereafter, disclose to any 
purchaser or potential purchaser of such interest any 
financial information such Bank may have concerning the 
Company and its Subsidiaries.

     10.12	Entire Agreement; No Agency.  This 
Agreement and the other documents referred to herein 
contain the entire agreement between the Banks and the 
Company with respect to the subject matter hereof, 
superseding all previous communications and 
negotiations, and no representation, undertaking, 
promise or condition concerning the subject matter 
hereof shall be binding upon the Banks unless clearly 
expressed in this Agreement or in the other documents 
referred to herein.  Nothing in this Agreement or in 
the other documents referred to herein and no action 
taken pursuant hereto shall cause the Company to be 
treated as an agent of any Bank, or shall be deemed to 
constitute the Banks and the Company a partnership, 
association, joint venture or other entity.

     10.13	Consent to Jurisdiction.  The 
Company hereby consents to the jurisdiction of any 
state or federal court situated in Milwaukee County, 
Wisconsin, and waives any objection based on lack of 
personal jurisdiction, improper venue or forum non 
conveniens, with regard to any actions, claims, 
disputes or proceedings relating to this Agreement, any 
Note, any of the Collateral Documents, or any other 
document delivered hereunder or in connection herewith, 
or any transaction arising from or connected to any of 
the foregoing.  Nothing herein shall affect the right 
of the Banks, or any of them, to serve process in any 
manner permitted by law, or limit the right of any 
Banks, or any of them, to bring proceedings against the 
Company or its property or assets in the competent 
courts of any other jurisdiction or jurisdictions.

If the foregoing is satisfactory to you, please sign 
the form of acceptance below and return a signed 
counterpart hereof to the Company.  When this 
instrument has been executed and delivered by all of 
the Banks, it will evidence a binding agreement between 
the Banks and the Company.

                                       Very truly yours,


                                       OSHKOSH B'GOSH, INC.
                                       Address:	112 Otter Avenue
                                       Oshkosh, WI 54901-5008

By:                                    /S/ DAVID L. OMACHINSKI
(CORPORATE SEAL)                       Vice President of Finance

The foregoing Agreement is hereby confirmed 
and accepted as of the date thereof.

                                       FIRSTAR BANK MILWAUKEE, 
                                       NATIONAL ASSOCIATION, as 
                                       the Agent and as a Bank

                                       By: /S/ STEVE CARLTON
                                       Title: Assistant Vice President

 
                                       BANK ONE, MILWAUKEE, NA

                                       By:	/S/ A.F. MAGGORIE
                                       Title: Vice President


                                       HARRIS TRUST AND SAVINGS BANK

                                       By:	/S/ GEORGE M. DELUHY
                                       Title: Vice President


                                       NORWEST BANK WISCONSIN,
                                       NATIONAL ASSOCIATION

                                       By:	/S/ DANIEL G. FRAZIER
                                       Title: Vice President


EXHIBIT 1.1

REVOLVING CREDIT NOTE

$	                                              19-

FOR VALUE RECEIVED, OshKosh B'Gosh, Inc., a Wisconsin
corporation, promises to pay to the order of            , 
the principal sum of                    Dollars ($        ) 
at the Main Office of Firstar Bank Milwaukee, National 
Association in Milwaukee, Wisconsin, on June 24, 1997.  
The unpaid principal balance hereof shall bear 
interest, payable on the dates specified in the Credit 
Agreement referred to below, computed at the Applicable 
Rate as defined in such Credit Agreement.

Principal amounts unpaid at the maturity hereof 
(whether by fixed maturity or acceleration) shall bear
interest from and after maturity until paid computed at 
a rate equal to 2% per annum plus the rate otherwise 
payable hereunder. 	Principal of and interest on this 
Note shall be payable in	lawful money of the United 
States of America.

This Note constitutes one of the Revolving Credit
Notes issued under a Credit Agreement dated as of June 
24, 1994, among the undersigned and Firstar Bank 
Milwaukee, National Association, for itself and as 
Agent, and the other banks party thereto, to which 
Agreement reference is hereby made for a statement of 
the terms and conditions on which loans in part 
evidenced hereby were or may be made, and for a 
description of the conditions upon which this Note may 
be prepaid, in whole or in part, or its maturity 
accelerated.

                                   OSHKOSH B'GOSH, INC.



    	By:                           Vice President of	Finance 

(CORPORATE SEAL)




EXHIBIT 1.2

DEMAND NOTE
$                                      	19-

FOR VALUE RECEIVED, OshKosh B'Gosh, Inc., a 
Wisconsin corporation, promises to pay to the order of
                    , the principal sum of          Dollars
($     ) at the Main Office of Firstar Bank Milwaukee,
National Association, in Milwaukee, Wisconsin, ON
DEMAND. The unpaid principal balance hereof shall bear
interest, payable on the dates specified in the Credit
Agreement referred to below, computed at the Applicable 
Rate as defined in such Credit Agreement.

Principal amounts unpaid at the maturity thereof (whether by 
fixed maturity or acceleration) shall bear interest from and 
after demand until paid computed at a rate equal to 2% per annum 
plus the rate otherwise payable 
hereunder. 	Principal of and interest on this Note shall be
payable in	lawful money of the United States.

This Note constitutes one of the Demand Notes issued 
under a Credit Agreement dated as of June 24, 1994 among the 
undersigned and Firstar Bank Milwaukee, National Association, 
for itself and as Agent, and the other banks party thereto, to 
which Agreement reference is hereby made for a statement of the 
terms and conditions on which loans in part evidenced hereby 
were made and for a description of the terms and conditions upon 
which this Note may be prepaid, in whole or in part, or its 
maturity accelerated.

                                      OSHKOSH B'GOSH, INC.


     By:                              Vice President of Finance 

(CORPORATE SEAL)



EXHIBIT 2.1

COMMERCIAL PAPER REPORT/LOAN REQUEST
                                              19-

Memorandum to:
Firstar Bank Milwaukee,
National Association, as Agent
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Re:	Credit Agreement Dated as of June 24, 1994
(the "Credit Agreement")

Part 1: Commercial Paper Report

The aggregate principal amount of all Commercial
Paper (including for this purpose all Nicolet Funding Corp.
Loans) of the Company now outstanding is $

Part 2: Loan Request

The Company hereby applies to the Agent for a loan under the 
Credit Agreement to be made on  19    in the principal amount of 
$     	. If such loan is to be subject to a LIBOR Pricing Option, 
the LIBOR Interest Period is            months.

The Company hereby certifies as follows:

     (a)	All of the representations and 
warranties set forth in Article IV of the Credit 
Agreement continue to be true on the date hereof, 
except that the financial statements referred to in 
section 4.5 of the Credit Agreement shall be deemed to 
be the most recent consolidated financial statements of 
the Company delivered pursuant to section 6.6(a) or (b) 
of the Credit Agreement.

     (b)	At the date hereof, no Default or Event 
of Default under the Credit Agreement has occurred and 
is continuing.

                                  OSHKOSH B'GOSH, INC.


       	By:
       	Title:

AMENDMENT NO. 1 TO CREDIT AGREEMENT
                                  As of June 30, 1994

Firstar Bank Milwaukee,
 National Association
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Bank one, Milwaukee, NA
111 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603

Norwest Bank Wisconsin,
 National Association
100 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Gentlemen:

Please refer to that certain Credit Agreement 
dated as of June 24, 1994 (the "Credit Agreement") 
between the undersigned Oshkosh B'Gosh, Inc., a 
Delaware corporation (the "Company") and you (the 
"Banks").  All capitalized terms used and not otherwise 
defined herein shall have the meanings given to such 
terms by the Credit Agreement.

     1.  Amendments to Credit Agreement.  The Company
requests that the Banks agree to amend the Consolidated Fixed 
Charge Coverage Ratio covenant set forth in section 6.1(c) of the 
Credit Agreement as set forth below.  Subject to all of the terms 
and conditions hereof, the Banks agree to amend such covenant as 
set forth below.

Therefore, subject to the terms and conditions set forth 
herein, the Credit Agreement shall be amended, as of the date 
first written above, as follows:

     (a)	All references to the Credit Agreement in the 
Credit Agreement and in any of the Collateral Documents shall 
refer to the Credit Agreement as amended hereby.

     (b)	Section 6.1(c) of the Credit Agreement is amended 
to read in its entirety as follows:

     (c)	At the end of each fiscal quarter set forth in the table 
below, a Consolidated Fixed Charge Coverage Ratio for the four 
consecutive fiscal quarters then ended of at least the amount set 
forth opposite such fiscal quarter:

                                  		Consolidated Fixed
     	Fiscal Quarter Ending	        Charge Coverage Ratio

      1.  June 30, 1994 and		           1.5:1.0
          September 30, 1994

      2.  December 31, 1994,	           2.0:1.0
          March 31, 1995,
          June 30, 1995 and
          September 30, 1995

      3.  December 31, 1995,	           2.5:1.0
          March 31, 1996,
          June 30, 1996 and
          September 30, 1996

      4.  December 31, 1996             3.0:1.0
          and thereafter

     2.	Representations.  The Company repeats and reaffirms the 
representations and warranties set forth in Article IV of the 
Credit Agreement.  The Company also represents and warrants that 
the execution, delivery and performance of this Amendment are 
within the corporate powers of the Company, have been duly 
authorized by all necessary corporate action and do not and will 
not (i) violate any provision of the certificate of incorporation 
or by-laws of the Company or of any law, regulation, order, or 
judgment presently in effect having applicability to the Company 
or (ii) require the consent or approval of, or filing or 
registration with, any governmental body, agency or authority; or 
(iii) result in any breach of or constitute a default under any 
indenture or other agreement or instrument under which the 
Company is a party.

     3.	Confirmation of Credit Agreement.  Except as 
expressly provided above, the Credit Agreement shall 
remain in full force and effect.

     4.	Fees and Expenses.  The Company shall be 
responsible for the payment of all fees and out-of-
pocket disbursements incurred by the Banks in 
connection with the preparation, execution, delivery, 
administration and enforcement of this Amendment and 
including without limitation the reasonable fees and 
disbursements of counsel for the Agent.

     5.	Miscellaneous.  The provisions of this Amendment 
shall inure to the benefit of and be binding upon any 
successor to any of the parties hereto.  All 
agreements, representations and warranties made herein 
shall survive the execution of this Amendment and the 
extension of credit under the Credit Agreement, as so 
amended.  This Amendment shall be governed by and 
construed in accordance with the internal laws of the 
State of Wisconsin.  This Amendment may be signed in 
any number of counterparts with the same effect as if 
the signatures thereto and hereto were upon the same 
instrument.

If the foregoing is satisfactory to you, please 
sign the form of acceptance below and return a signed 
counterpart hereof to the Company.

                                 Very truly yours,

                                 OSHKOSH B'GOSH, INC.



                                 By:	/S/ DAVID L. OMACHINSKI
                                 Vice President of Finance

(Corporate Seal)


Agreed to as of the date first above written.

                                 FIRSTAR BANK MILWAUKEE,
                                 NATIONAL ASSOCIATION

                                 By: /S/STEVE CARLTON 
                                 Title: Assistant Vice President


                                 BANK ONE, MILWAUKEE, NA

                             				By:	/S/ A.F. MAGGIORE
                               		Title: Vice President


                              			HARRIS TRUST AND SAVINGS BANK

                                	By: /S/GEORGE M. DELUHY
                                	Title: Vice President


                              			NORWEST BANK WISCONSIN,
                             				NATIONAL ASSOCIATION

                              			By:	/S/ DANIEL G. FRAZIER 
                              			Title: Vice President


AMENDMENT NO. 2 TO CREDIT AGREEMENT
                            As of December 31, 1994

Firstar Bank Milwaukee,
 National Association
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Bank One, Milwaukee, NA
111 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603

Norwest Bank Wisconsin,
National Association
100 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Gentlemen:

Please refer to that certain Credit Agreement dated as 
of June 24, 1994, as amended by Amendment No. 1 
thereto dated as of June 30, 1994 (the "Credit
Agreement") between the undersigned Oshkosh B'Gosh, Inc., a
Delaware corporation (the "Company") and you (the
Banks").  All capitalized terms used and not otherwise 
defined herein shall have the meanings given to such 
terms by the Credit Agreement.

     I. Amendments to Credit Agreement.  The Company 
requests that the Banks agree to amend clause (ii) 
of section 5.7 of the Credit Agreement (Contingent 
Liabilities) permitting certain outstanding letters 
of credit issued for the account of the Company by 
Republic National Bank of New York.  Subject to all 
of the terms and conditions hereof, the Banks agree 
to amend such covenant as set forth below.

Therefore, subject to the terms and conditions set 
forth herein, the Credit Agreement shall be amended, 
as of the date first written above, as follows:

     (a)  All references to the Credit Agreement in the 
Credit Agreement and in any of the Collateral 
Documents shall refer to the Credit Agreement as 
amended hereby.

     (b) Clause (ii) of section 5.7 of the Credit 
Agreement is amended to read in its entirety as 
follows:

     (ii)	in connection with letters of 
credit issued for the account of the 
Company from time to time by Republic 
National Bank of New York, provided that 
(A) such letters of credit shall not 
exceed $15,000,000 in aggregate face 
amount at any time outstanding and (B) 
none of such letters of credit shall 
remain outstanding on or after October 1, 
1995, and

     2.Representations. The Company repeats and reaffirms 
the representations and warranties set forth in 
Article IV of the Credit Agreement as if made on and 
as of the date hereof.  The Company also represents 
and warrants that the execution, delivery and 
performance of this Amendment are within the 
corporate powers of the Company, have been duly 
authorized by all necessary corporate action and do 
not and will not (i) violate any provision of the 
certificate of incorporation or by-laws of the 
Company or of any law, regulation, order, or 
judgment presently in effect having applicability to 
the Company or (ii) require the consent or approval 
of, or filing or registration with, any governmental 
body, agency or authority; or (iii) result in any 
breach of or constitute a default under any 
indenture or other agreement or instrument under 
which the Company is a party.

     3.Confirmation of Credit Agreement.  Except as expressly 
provided above, the Credit Agreement shall remain in full 
force and effect.

     4.Fees and Expenses.  The Company shall be responsible for the 
payment of all fees and out-of-pocket disbursements incurred 
by the Banks in connection with the preparation, execution, 
delivery, administration and enforcement of this Amendment and 
including without limitation the reasonable fees and 
disbursements of counsel for the Agent.

     5.Miscellaneous. The provisions of this Amendment shall inure 
to the benefit of and be binding upon any successor to any of 
the parties hereto.  All agreements, representations and 
warranties made herein shall survive the execution of this 
Amendment and the extension of credit under the Credit 
Agreement, as so amended.  This Amendment shall be governed by 
and construed in accordance with the internal laws of the 
State of Wisconsin.  This Amendment may be signed in any 
number of counterparts with the same effect as if the 
signatures thereto and hereto were upon the same instrument.

If the foregoing is satisfactory to you, please sign the form 
of acceptance below and return a signed counterpart hereof to 
the Company.


                                    Very truly yours,

                                    OSHKOSH B'GOSH, INC.



                                    By:	/S/ DAVID L. OMACHINSKI
                                    Vice President of Finance

(Corporate Seal)


Agreed to as of the date first above written.

                                    FIRSTAR BANK MILWAUKEE,
                                    NATIONAL ASSOCIATION

                               					By:	/S/	STEVE	CARLTON
                                				Title:	Assistant Vice President


                              						BANK ONE, MILWAUKEE, NA

                               					By:	/S/ A.F. MAGGORIE		
                               					Title: Vice President


                               					HARRIS TRUST AND SAVINGS BANK

                               					By:	/S/ GEORGE M. DELUHY
                                				Title: Vice President


                               					NORWEST BANK WISCONSIN,
                              						NATIONAL ASSOCIATION

                               					By: /S/ DANIEL G. FRAZIER
                               					Title: Vice President


AMENDMENT NO. 3 TO CREDIT AGREEMENT
                                    As of December 21, 1995

Firstar Bank Milwaukee,
 National Association
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Bank One, Milwaukee, NA
111 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603

Norwest Bank Wisconsin,
National Association
100 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Gentlemen:

Please refer to that certain Credit Agreement dated 
as of June 24, 1994, as amended through Amendment No. 2 
thereto dated as of December 31, 1994 (the "Credit Agreement") 
between the undersigned Oshkosh B'Gosh, Inc., a Delaware 
corporation (the "Company") and you (the "Banks").  All 
capitalized terms used and not otherwise defined herein 
shall have the meanings given to such terms by the 
Credit Agreement.

     1.Amendments to Credit Agreement.  The Company requests
that the Banks agree to amend the Consolidated Fixed
Charge Coverage Ratio covenant set forth in section 
6.1(c) of the Credit Agreement as set forth below.  
Subject to all of the terms and conditions hereof, the 
Banks agree to amend such covenant as set forth below.

Therefore, subject to the terms and conditions set forth 
herein, the Credit Agreement shall be amended, as of the 
date first written above, as follows:

     (a) All references to the Credit Agreement in the Credit 
Agreement and in any of the Collateral Documents shall
refer to the Credit Agreement as amended hereby.

     (b) Section 6.1(c) of the Credit Agreement is amended to read 
in its entirety as follows:

     (c) At the end of each fiscal quarter during each period set 
forth in the table below, a Consolidated Fixed	Charge Coverage
Ratio for the four consecutive fiscal quarters then ended of
at least the amount set forth opposite such period:

                                       		  Consolidated Fixed
         Period		                         Charge Coverage Ratio

    1.  	From December 31,	                     2.0:1.0
         1994 through and
    	    including December 31, 1996
  
    2.  	From January 1,	                       2.5:1.0
         1997 through and
         including	September 30, 1997

    3.  	From October 1,	                       3.0:1.0
         1997 and 	thereafter

     2. Representations. The Company repeats and reaffirms the
representations and warranties set forth in Article IV of the 
Credit Agreement.  The Company also represents and warrants 
that the execution, delivery and performance of this Amendment 
are within the corporate powers of the Company, have been duly 
authorized by all necessary corporate action and do not and 
will not (i) violate any provision of the certificate of 
incorporation or by-laws of the Company or of any law, 
regulation, order, or judgment presently in effect having 
applicability to the Company or (ii) require the consent or 
approval of, or filing or registration with, any governmental
body, agency or authority; or (iii) result in any 
breach of or constitute a default under any 
indenture or other agreement or instrument under 
which the Company is a party.

     3. Confirmation of Credit Agreement.  Except as            
expressly provided above, the Credit Agreement shall 
remain in full force and effect.

     4. Fees and Expenses.  The Company shall be 
responsible for the payment of all fees and out-of-
pocket disbursements incurred by the Banks in 
connection with the preparation, execution, 
delivery, administration and enforcement of this 
Amendment and including without limitation the 
reasonable fees and disbursements of counsel for the 
Agent.

     5. Miscellaneous. The provisions of this Amendment 
shall inure to the benefit of and be binding upon 
any successor to any of the parties hereto.  All 
agreements, representations and warranties made 
herein shall survive the execution of this Amendment 
and the extension of credit under the Credit 
Agreement, as so amended.  This Amendment shall be 
governed by and construed in accordance with the 
internal laws of the State of Wisconsin.  This 
Amendment may be signed in any number of 
counterparts with the same effect as if the 
signatures thereto and hereto were upon the same 
instrument.

If the foregoing is satisfactory to you, please 
sign the form of acceptance below and return a 
signed counterpart hereof to the Company.

                                     Very truly yours,

                                     OSHKOSH B'GOSH, INC.



                                     By: /S/ DAVID L. OMACHINSKI
                                     Vice President of Finance

(Corporate Seal)

Agreed to as of the date first above written.

                                     FIRSTAR BANK MILWAUKEE,
                                     NATIONAL ASSOCIATION

                                    	By: /S/STEVE CARLTON
                               		  		Title: Assistant Vice President


                                 				BANK ONE, MILWAUKEE, NA

                                  			By:	/S/ A. F. MAGGORIE
                                  			Title: Vice President


                                  			HARRIS TRUST AND SAVINGS BANK

                                  			By:	/S/ GEORGE M. DELUHY 
                                  			Title: Vice President


                                  			NORWEST BANK WISCONSIN,
                                 				NATIONAL ASSOCIATION

                                  			By: /S/  DANIEL G. FRAZIER
                                   		Title:	Vice President



AMENDMENT NO. 4 TO CREDIT AGREEMENT
                         As of January 30, 1996

Firstar Bank Milwaukee,
 National Association
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Bank One, Milwaukee, NA
111 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603

Norwest Bank Wisconsin,
 National Association
100 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

The First National Bank of Boston 
100 Federal Street
Boston, Massachusetts 02110 

Gentlemen:

Oshkosh B,Gosh, Inc., a Delaware corporation (the 
"Company"), hereby agrees with each of you as 
follows:

     I. Definitions. Reference is made to that certain    
Credit Agreement dated as of June 24, 1994, as 
amended through Amendment No. 3 thereto dated as of 
December 21, 1995 (the "Credit Agreement") between 
the Company and each of you other than The First 
National Bank of Boston, pursuant to which the 
Company has issued (i) its Revolving Credit Notes to 
each of you other than The First National Bank of 
Boston in the aggregate principal amount of 
$60,000,000, and (ii) its Demand Notes to each of 
you other than The First National Bank of Boston in 
the aggregate principal amount of $40,000,000, each 
dated as of June 24, 1994 (collectively, the 
"Existing Notes").  All capitalized terms used and 
not otherwise defined herein shall have the meanings 
given to such terms by the Credit Agreement as 
amended hereby.

     2. Addition of The First National Bank of Boston;       
New Notes.  The Company has informed each of you    
that it wishes, and The First National Bank of 
Boston has informed the Company and each of you 
other than itself that it wishes, that The First 
National Bank of Boston become a party to the Credit 
Agreement on the terms and	conditions herein and therein set forth. 
On the effective	date of this Amendment, all loans
made or continued pursuant	to the Credit Agreement, 
including the unpaid balances of the Existing Notes,
shall be evidenced by (i) new Revolving Credit Notes
of the Company in the form of Exhibit 1.1	annexed 
hereto in the aggregate principal amount of 
$60,000,000, and (ii) new Demand Notes of the 
Company in the form of Exhibit 1.2 annexed hereto in 
the aggregate principal amount of $40,000,000, each 
to be dated as of the date hereof (collectively, the 
"New Notes").  The New Notes shall be executed by 
the Company and delivered to each of you on the date 
hereof against the return of the Existing Notes to 
the Company.  Accrued interest on the Existing Notes 
outstanding on the date of issuance of the New Notes 
shall be included in the interest due on the New 
Notes issued in replacement of such Existing Notes 
on the first interest payment date specified 
therein.

     3. Amendments to Credit Agreement.  Subject to the     
terms and conditions set forth herein, the Credit 
Agreement shall be amended, as of the date first 
written above, as follows:

     (a) All references in the Credit Agreement to the 
Notes issued thereunder and the loans evidenced 
thereby shall refer to the New Notes issued 
hereunder and the loans evidenced thereby (including 
the unpaid balances of the Existing Notes).

     (b) All references to the Credit Agreement in the 
Credit Agreement and in any other agreements 
relating thereto shall refer to the Credit
Agreement as amended	hereby.

    (c) The first page of the Credit Agreement is 
amended by adding The First National Bank of Boston, 
at its address set forth on the first page of this 
Amendment, as an additional addressee.  The First 
National Bank of Boston shall be included as one of 
the Banks for all purposes of the Credit Agreement, 
and all references to the Banks in the Credit 
Agreement and all other agreements relating thereto 
shall hereafter be deemed to refer collectively to 
Firstar Bank Milwaukee, National Association, Bank 
One, Milwaukee, NA, Harris Trust and Savings Bank, 
Norwest Bank Wisconsin, National Association, and 
The First National Bank of Boston.

     (d) The table set forth in Section 1.1 of the 
Credit Agreement (Revolving Credit) is amended to 
read in its entirety as follows:

                                             	    Percentage
	Name of Bank                 	Commitment          Interest
	Firstar Bank Milwaukee,
 	National Association         $18,000,000	          30.0%

	Bank one, Milwaukee, NA       $12,000,000	          20.0%

	Harris Trust and 
 	Savings Bank                 $10,500,000	          17.5%

 Norwest Bank Wisconsin,
 	National Association         $10,500,000	          17.5%

	The First National 
 	Bank of Boston               $ 9,000,000	          15.0%

	TOTAL                         $60,000,000	         100.0%

     (e) The table set forth in Section 1.2 of the
Credit Agreement (Demand Line of Credit)is 
amended to read in its entirety as follows:

    	Name of Bank		                        		Demand Line

		Firstar Bank Milwaukee,
   National Association	                     $12,000,000

 	Bank One, Milwaukee, NA                  		$ 8,000,000

		Harris Trust and Savings Bank             	$ 7,000,000

		Norwest Bank Wisconsin,
  	National Association                    		$ 7,000,000

		The First National Bank of	Boston				      $ 6,000,000

		TOTAL                                 					$40,000,000

     (f)	The first clause of the definition of "Business 
Day" prior to the semicolon) set forth in Section   
l0.l(b) of the Credit Agreement is hereby amended to 
read in its entirety as follows:

     (g)	the term "Business Day" means any day other 
than a Saturday or Sunday on which banks in the 
States of Wisconsin, Illinois and Massachusetts 
are open for the transaction of substantially all 
of their banking functions;

     4. Representations. The Company repeats and
reaffirms the representations and warranties set forth in
Article IV of the Credit Agreement.  The Company also 
represents and warrants that the execution, delivery and 
performance of this Amendment are within the corporate 
powers of the Company, have been duly authorized by all
necessary corporate action and do not and will not (i) 
violate any provision of the certificate of incorporation 
or by-laws of the Company or of any law, regulation, order,
or judgment presently in effect having applicability to the 
Company or (ii) require the consent or approval of, or filing
or registration with, any governmental body, agency or 
authority; or (iii) result in any breach of or constitute a 
default under any indenture or other agreement or instrument 
under which the Company is a	party.

     5.	Related Transactions; Computations. Upon
issuance of	the New Notes, (i) The First National Bank of
Boston shall	become a party to the Credit Agreement as 
amended hereby with	the same force and effect as if a 
signatory thereto and shall have (a) the Commitment and 
Percentage Interest in the revolving credit loans to be made 
under the Credit Agreement set forth opposite its name in 
Section 1.1 of the Credit Agreement as amended hereby, and (b) 
its respective share of the Demand Line set forth in Section 
1.2 of the Credit Agreement as amended hereby, (ii) each of
you will make such adjustments among yourselves as are 
necessary so that after giving effect to such adjustments, 
the Percentage Interest of each of you in the revolving 
credit loans outstanding under the Credit Agreement will
be the Percentage Interest set forth under Section 1.1 of the 
Credit Agreement as amended hereby, and your respective 
shares of the outstanding portion of the Demand Line will 
be as set forth under Section 1.2 of the Credit Agreement as 
amended hereby, and (iii) the obligations of the Company to The 
First National Bank of Boston under the Credit Agreement as 
amended hereby shall begin to accrue.  The interest and 
commitment fees due each of you other than The First National 
Bank of Boston with respect to periods prior to the date 
hereof shall be determined in accordance with the Credit 
Agreement as in effect prior to the date hereof, and the 
interest and commitment fees due each of you with respect to
the periods beginning on or after the date hereof shall be 
determined in accordance with the Percentage Interests in 
effect on and 	after the date	hereof.

     6. Conditions. Without limiting any of the other terms of the
Credit Agreement as amended hereby, this Amendment 
shall not become effective, and the Banks shall not be 
required to make any further loans to the Company 
unless and until:

     (a)	No Default or Event of Default shall 
have occurred and be continuing and neither the 
business nor the assets nor the financial condition of 
the Company shall have been materially adversely 
affected as the result of any event or development 
since December 31, 1994.

     (b)	The Banks shall have received such 
documents concerning the corporate status of the 
Company and the authorization of the transactions 
contemplated hereby as may be reasonably requested, and 
such other matters as the Banks shall reasonably 
require; and

     (c)	All proceedings taken in connection with 
the transactions contemplated by this Amendment and all 
instruments, authorizations and other documents 
applicable thereto shall be satisfactory in form and 
substance in the reasonable opinion of the Banks and 
their counsel.

     7.	Confirmation of Credit Agreement.  
Except as expressly provided above, the Credit 
Agreement shall remain in full force and effect.

     8.	Fees and Expenses.  The Company shall be 
responsible for the payment of all fees and out-of-
pocket disbursements incurred by the Banks in 
connection with the preparation, execution, delivery, 
administration and enforcement of this Amendment and 
including without limitation the reasonable fees and 
disbursements of counsel for the Agent.

     9.	Miscellaneous.  The provisions of this 
Amendment shall inure to the benefit of and be binding 
upon any successor to any of the parties hereto.  All 
agreements, representations and warranties made herein 
shall survive the execution of this Amendment and the 
extension of credit under the Credit Agreement, as so 
amended.  This Amendment shall be governed by and 
construed in accordance with the internal laws of the 
State of Wisconsin.  This Amendment may be signed in 
any number of counterparts with the same effect as if 
the signatures thereto and hereto were upon the same 
instrument.

If the foregoing is satisfactory to you, 
please sign the form of acceptance below and return a 
signed counterpart hereof to the Company.

                                 Very truly yours,

                                 OSHKOSH B'GOSH, INC.



                                 By:	/S/ DAVID L. OMACHINSKI
                            	    Vice President of Finance

(Corporate Seal)

Agreed to as of the date first above written.



                                FIRSTAR BANK MILWAUKEE,
                                NATIONAL ASSOCIATION

                                By:	/S/ STEVE CARLTON
                                Title: Vice President


                                BANK ONE, MILWAUKEE, NA

                                By:	/S/ A.F. MAGGORIE
                                Title: Vice President


                          						HARRIS TRUST AND SAVINGS BANK

                          						By:	/S/ GEORGE M. DELUHY
                          						Title: Vice President


                          						NORWEST BANK WISCONSIN,
                         							NATIONAL ASSOCIATION

                          						By: /S/ DANIEL G. FRAZIER
                           					Title:	Vice President


                          						THE FIRST NATIONAL BANK OF BOSTON
 
                                By:	/S/ PETER GRISWOLD
                                Title: Director




AMENDMENT NO. 5 TO CREDIT AGREEMENT

                                   As of June 28, 1996


Firstar Bank Milwaukee, NA
777 East Wisconsin Ave.
Milwaukee, WI  53202

Bank One, Milwaukee, NA
111 East Wisconsin Ave.
Milwaukee, WI 53202

Harris Trust and Savings Bank
111 West Monroe Street
Chicago, IL 60603

Norwest Bank Wisconsin, NA
100 East Wisconsin Ave.
Milwaukee, WI  53202

The First National Bank of Boston
100 Federal Street
Boston, MA  02110

Gentlemen:

OshKosh B'Gosh, Inc., a Delaware corporation (the 
"Company"), hereby agrees with each of you as follows:

    	1.	Definitions.  Reference is made to that certain 
Credit Agreement dated as of June 24, 1994, as amended 
through Amendment No. 4 thereto dated as of January 30, 1996 
(the "Credit Agreement") between the Company and each of 
you, pursuant to which the Company has issued its Revolving 
Credit Notes to each of you in the aggregate principal 
amount of $60,000,000, each dated as of January 20, 1996 
(collectively, the "Existing Notes").  All capitalized terms 
used and not otherwise defined herein shall have the 
meanings given to such terms by the Credit Agreement as 
amended hereby.

    	2.	New Notes.  The Company has informed each of you 
that it wishes to (I) extend the Termination Date to June 
24, 1999, (ii) incorporate Competitive Bid Loans (as defined 
below) into the Credit Agreement, and (iii) make certain 
other changes in the Credit Agreement as set forth below.  
Subject to all of the terms and conditions hereof, you have 
agreed to such amendments to the Credit Agreement as 
provided below.  On the effective date of this Amendment, 
all loans made or continued pursuant to the Revolving Credit 
established pursuant to section 1.1 of the Credit Agreement, 
including the unpaid balances of the Existing Notes, shall 
be evidenced by new Revolving Credit Notes of the Company in 
the form of Exhibit 1.1 annexed hereto in the aggregate 
principal amount of $60,000,000, each to be dated as of the 
date hereof (collectively, the "New Notes").  The New Notes 
shall be executed by the Company and delivered to each of 
you on the date hereof against the return of the Existing 
Notes to the Company.  Accrued interest on the Existing 
Notes outstanding on the date of issuance of the New Notes 
shall be included in the interest due on the New Notes 
issued in replacement of such Existing Notes on the first 
interest payment date specifed therein.

    	3.	Amendments to Credit Agreement.  Subject to the 
terms and conditions set forth herein, the Credit Agreement 
shall be amended, as of the date first written above, as 
follows:

    	(a)	All references in the Credit Agreement to the 
Revolving Credit Notes issue thereunder and the loans 
evidenced thereby shall refer to the New Notes issued 
hereunder and the loans evidenced thereby (including the 
unpaid balances of the Existing Notes).

    	(b)	All references to the Credit Agreement in the 
Credit Agreement and in any other agreements relating 
thereto shall refer to the Credit Agreement as amended 
hereby.

    	(c)	The date of June 24, 1997 set forth in Section 1.1 
of the Credit Agreement is amended to June 24, 1999.

    	(d)	The amount of $35,000,000 set forth in Section 
1.4(a) of the Credit Agreement (relating to import Letters 
of Credit) is amended to $50,000,000.

    	(e)	The letter of credit fee of three-quarters of one 
percent (3/4%) per annum set forht in Section 1.4(b) of the 
Credit Agreement is amended to five-eighths of one percent 
(5/8%) per annum.

    	(f)	Section 1.9(e) is deleted from the Credit 
Agreement in its entirety.  In addition, all references to 
"Nicolet Funding Corp. Loans" throughout the Credit 
Agreement are deleted and shall be of no further force or 
effect.

    	(g)	A new Section 1.10 is hereby added to the Credit 
Agreement reading in its entirety as follows:

    	1.10	Competitive Bid Loans.  The Company may obtain 
loans under Sections 1.1 and 1.2 pursuant to the competitive 
bid procedures set forth in the Section 1.10 ("Competitive 
Bid Loans"), subject to the terms and conditions of Section 
1.1 or 1.1 (as the case may be), except as otherwise 
provided in this Section 1.10.  Each Bank may make such 
Competitive Bid Loans to the Company, subject to the terms 
and conditions hereof, in such amounts as such Bank, in its 
sole discretion, desires to make to the Company.  
Notwithstanding any contrary provision of Section 1.1, the 
aggregate outstanding amount of Competitive Bid Loans made 
against the Aggregate Commitment shall reduce each Bank's 
Commitment pro rata in accordance with its respective 
Percentage Interest, regardless of which Bank makes such 
Competitive Bid Loans.  Any Competitive Bid Loan made under 
the Demand Line shall be due and payable upon demand in 
accordance with the terms of this Agreement, notwithstanding 
any of the terms of such Competitive Bid Loan.  The 
procedure for making Competitive Bid Loans shall be as 
follows:

    	(a)	The Company may make requests for bids from the 
Banks to make Competitive Bid Loans ("Competitive Bids") not 
later than 9:00 a.m., Milwaukee time, on the proposed 
borrowing date for one or more Competitive Bid Loans.  Each 
such request shall be given directly to each of the Banks, 
shall be given in writing (which may be a facsimile 
transmission) signed by the Company, and shall specify (I) 
the proposed borrowing date, which shall be a Business Day, 
(ii) the aggregate amount of the requested Competitive Bid 
Loans, which shall not be less than $1,000,000 or, for 
amounts in excess thereof, an integral multiple of $100,000, 
(iii) the interest period for each Competitive Bid Loan 
("Loan Period"), which shall commence on the applicable 
borrowing date and end on a specified date thereafter not 
exceeding 180 days from such borrowing date (up to three (3) 
Loan Periods may be requested pursuant to each Competitive 
Bid), and the last day of each such Loan Period, and (iv) if 
more than one Loan Period is so specified, the principal 
amount allocable to each such Loan Period.

    	(b)	Each Bank in its sole discretion may (but is not 
obligated to) submit one or more Competitive Bids to the 
Company not later than 11:00 a.m., Milwaukee time, on the 
proposed borrowing date specified in such request for 
Competitive Bids (such 11:00 a.m. time being herein called 
the "Submission Deadline") by facsimile or in writing, and 
thereby irrevocably offer to make all or any part (any such 
part referred to as a "Portion") of any Competitive Bid Loan 
described in the relevant request for Competitive Bids at a 
fixed rate of interest per annum (each a "Bid Rate") 
specified therein, without reference to the LIBOR Rate or 
other basis for interest rates, in an aggregate principal 
amount of not less than $1,000,000 and, for amounts in 
excess thereof, an integral multiple of $100,000.  Multiple 
Competitive Bids may be delivered by any Bank.

    	(c)	The Company shall, in its sole discretion but 
subject to paragraph (d) below, irrevocably accept or reject 
any such Competitive Bid (or any Portion thereof) not later 
than 12:00 noon on the proposed borrowing date by notice to 
the appropriate Bank by telephone (confirmed in writing 
promptly delivered to such Bank and the Agent the same day).  
If a Bank fails to receive notice from the Company of its 
acceptance or rejection of any Competitive Bids made by such 
Bank at or prior to 12:00 noon on such day, all such 
Competitive Bids shall be deemed to have been rejected by 
the Company.  The Company's written acceptance of any 
Competitive Bid shall constitute a borrowing notice of the 
Company, and shall specify the amount, maturity date and Bid 
Rate for each Competitive Bid Loan.  The Company will give 
written notice to the Agent in the form of Part 3 to Exhibit 
2.1 hereto on each Business Day on which there is any change 
in the aggregate outstanding principal amount of Competitive 
Bid Loans, setting forth the aggregate principal amount of 
all Competitive Bid Loans then outstanding after giving 
effect to any Competitive Bid Loans made on such Business 
Day.

    	(d)	If the Company accepts a Portion of a proposed 
Competitive Bid Loan for a single Loan Period at the Bid 
Rate provided therefor in a Bank's Competitive Bid, such 
Portion shall be in a principal amount of $1,000,000 or, for 
amounts in excess thereof, an integral multiple of $100,000.  
If the Company accepts any Competitive Bid Loan or Portion 
offered in any Competitive Bid, the Company must accept 
Competitive Bids (and Competitive Bid Loans and Portions 
thereby offered) based exclusively upon the successively 
lowest Bid Rates within each Loan Period an no other 
criteria.  If two (2) or more Banks submit Competitive Bids 
with identical Bid Rates for the same Loan Period and the 
Company accepts any thereof, the Company shall accept all 
such Competitive Bids as nearly as possible in proportion to 
the amounts of such Banks' respective Competitive Bids with 
identical Bid Rates for such Loan Period, provided, that if 
the amount of Competitive Bid Loans to be so allocated is 
not sufficient to enable each such Bank to make such 
Competitive Bid Loan (or Portions thereof) in an aggregate 
principal amount of $1,000,000, or for amounts in excess 
thereof, an integral multiple of $100,000, the Company shall 
round the Competitive Bid Loans (or Portions thereof) 
allocated to such Bank or Banks as the Company shall select 
as necessary to a minimum of $1,000,000 and, if greater than 
$1,000,000 the nearest multiple of $100,000, or select the 
Competitive Bid of only one of such Banks.

    	(e)	Not later than 1:30 p.m., Milwaukee time, on the 
relevant borrowing date, each Bank whose Competitive Bid was 
accepted by the Company shall make available to the Agent, 
in immediately available funds, the proceeds of such Bank's 
Competitive Bid Loan(s).  Upon fulfillment of the applicable 
borrowing conditions, the Agent shall deposit in the 
Company's account maintained with the Agent or as the 
Company may otherwise direct in writing on the relevant 
borrowing date the proceeds of such Competitive Bid Loans, 
in immediately available funds.

    	(h)	Section 2.2(b) of the Credit Agreement is amended 
by adding an additional subparagraph (3) thereto, reading in 
its entirety as follows:

   		(3)	With respect to any portion of the 
indebtedness evidenced by the Notes which consists of 
Competitive Bid Loans made pursuant to Section 1.10, the 
applicable Bid Rate determined pursuant to the procedure set 
forth in Section 1.10.

    	(i)	Section 5.4 of the Credit Agreement is amended by 
adding an additional clause (v) at the end of subparagraph 
(a) thereor, reading in its entirety as follows: and 

     (v) other short-term fixed income investments of 
high credit quality selected by the Company;
		
		   (j)	Section 6.1(c) of the Credit Agreement is 
amended to read in its entirety as follows:

   		(k)	At the end of each fiscal quarter during each 
period set forth in the table below, a Consolidated Fixed 
Charge Coverage Ratio for the four consecutive fiscal 
quarters then ended of at least the amount set forth 
opposite such period:

                                           Consolidated
                                           Fixed Charge
           Period                         Coverage Ratio

From December 31, 1994 through and 
including December 31, 1997                  2.0:1.0

From January 1, 1998 through and 
including December 31, 1998                  2.5:1.0

From January 1, 1999 and thereafter          3.0:1.0

    	(1)	Clause (i) of Section 10.1(f) of the Credit 
Agreement (definition of "Consolidated Fixed Charge Coverage 
Ratio") is amended to read in its entirety as follows:

    	(i)	the Consolidated Net Earnings of the Company for 
such  period (without taking into account any effects of the 
$20.9 million pre-tax charge against income taken by the 
Company in the fiscal quarter ending June 30,1996) plus the 
sum of (A) depreciation, amortization and all other non-cash 
deductions arising in the normal course of operations and 
shown on the Company's financial statements for such period, 
(B) net (including the interest component of Capitalized 
Leases) for such period and (C) rental expense under leases 
other than Capitalized Leases for such period; and 

    	(m)	Exhibit 2.1 to the Credit Agreement is amended to 
read as set forth in Exhibit 2.1 attached to this Amendment.

     	4.	Representations.  The Company repeats and 
reaffirms the representations and warranties set forth in 
Article IV of the Credit Agreement.  The Company also 
represents and warrants that the execution, delivery and 
performance of this Amendment are within the corporate 
powers of the Company, have been duly authorized by all 
necessary corporate action and do not and will not (i) 
violate any provision of the certificate of incorporation or 
by-laws of the Company or of any law, regulation, order, or 
judgment presently in effect having applicability to the 
Company of (ii) require consent or approval of, or filing or 
registration with, any governmental body, agency or 
authority; or (iii) result in any breach of or constitute a 
default under any indenture or other agreement or instrument 
under which the Company is a party.

    	5.	Conditions.  Without limiting any of the other 
terms of the Credit Agreement as amended hereby, this 
Amendment shall not become effective, and the Banks shall 
not be required to make any further loans to the Company 
unless and until:

    	(a)	No Default or Event of Default shall have occurred 
and be continuing and neither the business nor the assets 
nor the adversely affected as the result of any event or 
development since December 31, 1995.

    	(b)	The Banks shall have received such documents 
concerning the corporate status of the Company and the 
authorization of the transactions contemplated hereby as may 
be reasonably requested, and such other matters as the Banks 
shall reasonably require; and

    	(c)	All proceedings taken in condition with the 
transactions contemplated by this Amendment and all 
instruments, authorizations and other documents applicable 
thereto shall be satisfactory in form and substance in the 
reasonable opinion of the Banks and their counsel.

    	6.	Confirmation of Credit Agreement.  Except as 
expressly provided above, the Credit Agreement shall remain 
in full force and effect.

    	7.	Fees and Expenses.  The Company shall be 
responsible for the payment of all fees and out-of-pocket 
disbursements incurred by the Banks in connection with the 
preparation, execution, delivery, administration and 
enforcement of this Amendment and including without 
limitation the reasonable fees and disbursements of counsel 
for the Agent.

    	8.	Miscellaneous.  The provisions of this Amendment 
shall inure to the benefit of and be binding upon any 
successor to any of the parties hereto.  All agreements, 
representations and warranties made herein shall survive the 
execution of this Amendment and the extension of credit 
under the Credit Agreement, as so amended.  This Amendment 
shall be governed by and construed in accordance with the 
internal laws of the State of Wisconsin.  This Amendment may 
be signed in any number of counterparts with the same effect 
as if the signatures thereto and hereto were upon the same 
instrument.

If the foregoing is satisfactory to you, please sign 
the form of acceptance below and return a signed counterpart 
hereof to the Company.

                           					Very truly yours,

                           					OSHKOSH B'GOSH, INC.


                           					BY:  /s/David L. Omachinski
                          						Vice President of Finance
(Corporate Seal)

Agreed to as of the date fist above written.

                           					FIRSTAR BANK MILWAUKEE, NA

                           					BY:	/s/Stephen Carlton     
                           					Title: Vice President


                           					BANK ONE, MILWAUKEE, NA

                           					BY:	/s/A.F. Maggiore
                           					Title: Vice President


                           					HARRIS TRUST AND SAVINGS BANK

                                BY:
                           					Title: Vice President


                           					NORWEST BANK WISCONSIN, NA

                           					BY:	/s/Daniel Frazier
                           					Title: Vice President


                           					THE FIRST NATIONAL BANK OF BOSTON

                            				BY:	
                           					Title: Director

EXHIBIT 1.1

PROMISSORY NOTE

$              	                              , 19   

	FOR THE VALUE RECEIVED, OshKosh B'Gosh, Inc., a 
Delaware corporation, promises to pay to the order of 
                             	, the principal sum of
            	 Dollars ($          ) at the Main Office of 
Firstar Bank Milwaukee, National Association in Milwaukee, 
Wisbonsin, on June 24, 1999.  The unpaid principal balance 
hereof shall bear interest, payable on the dates specified 
in the Credit Agreement referred to below, computed at the 
Applicable Rate as defined in such Credit Agreement.

Principal amounts unpaid at the maturity hereof 
(whether by fixed maturity or acceleration) shall bear 
interest from and after maturity until paid computed at a 
rate equal to 2% per annum plus the rate otherwise payable 
hereunder.  Principal of and interest on this Note shall be 
payable in lawful money of the United States of America.

This Note constitutes one of the Revolving Credit Notes 
issued under a Credit Agreement dated as of June 24, 1994, 
as amended, among the undersigned and Firstar Bank 
Milwaukee, National Association, for itself and as Agent, 
and the other banks party thereto, to which Agreement 
reference is hereby made for a statement of the terms and 
conditions on which loans in part evidenced hereby were or 
may be made, and for a description of the conditions upon 
which this Note may be prepaid, in whole or in part, or its 
maturity accelerated.

                           						OSHKOSH B'GOSH, INC.


                           						BY:	                         
                          							Vice President of Finance
(CORPORATE SEAL)

                        	EXHIBIT 2.1
          COMMERCIAL PAPER AND COMPETITIVE BID LOAN
                     REPORT/LOAN REQUEST

                                                 , 19    	

Memorandum to:

Firstar Bank Milwaukee, NA, as Agent
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202

Re:	Credit Agreement Dated as of June 24, 1994, as 	
amended (the "Credit Agreement")

Part 1:  Commercial Paper Report

The aggregate principal amount of all Commercial 
Paper of the Company now outstanding is $                .

Part 2:  Loan Request

The Company hereby applies to the Agent for a loan 
under the Credit Agreement to be made on             , 19  , 
in the principal amount of $               .  If such loan 
is to be subject to a LIBOR Pricing Option, the LIBOR 
Interest Period is             months.

The Company hereby certifies as follows:

    	(a)	All of the representations and warranties set 
forth in Article IV of the Credit Agreement continue to be 
true on the date hereof, except that the financial 
statements referred to in Section 4.5 of the Credit 
Agreement shall be deemed to be the most recent consolidated 
financial statements of the Company delivered pursuant to 
Section 6.6(a) or (b) of the Credit Agreement.

    	(b)	At the date hereof, no Default or Event of Default 
under the Credit Agreement has occurred and is continuing.

Part 3:  Competitive Bid Loan Report

The aggregate principal amount of all Competitive 
Bid Loans now outstanding is $                 .  The 
Portions of outstanding Competitive Bid Loans held by each 
of the Banks are as follows:

     	Firstar Bank Milwaukee, NA	             	$                  	
	
	     Bank One, Milwaukee, NA			               $                  	

     	Harris Trust and Savings Bank	          	$            	                  

     	Norwest Bank Wisconsin, NA		             $                   	
	
	     The First National Bank of Boston       	$                  	
	
	                                					OSHKOSH B'GOSH, INC.

                                						By: 	                         
                                						Title:


AMENDMENT NO. 6 TO CREDIT AGREEMENT

                                        As of November 21, 1997


Firstar Bank Milwaukee,
 National Association
777 East Wisconsin Avenue
Milwaukee, WI  53202

Bank One, Wisconsin
111 East Wisconsin Avenue
Milwaukee, WI 53202

Harris Trust and Savings Bank
111 West Monroe Street
Chicago, IL 60603

Norwest Bank Wisconsin,
 National Association
100 East Wisconsin Avenue
Milwaukee, WI 53202

BankBoston, N.A.
100 Federal Street
Boston, MA 02110

Gentlemen:

OshKosh B'Gosh, Inc., a Delaware corporation (the 
"Company"), hereby agrees with each of you as follows:

    	1.	Definitions.  Reference is made to that certain Credit 
Agreement dated as of June 24, 1994, as amended through Amendment 
No. 5 thereto dated as of June 28, 1996 (the "Credit Agreement") 
between the Company and each of you, pursuant to which the 
Company has issued its Revolving Credit Notes to each of you in 
the aggregate principal amount of $60,000,000, each dated as of 
June 28, 1996 (collectively, the "Existing Notes").  All 
capitalized terms used and not otherwise defined herein shall 
have the meanings given to such terms by the Credit Agreement as 
amended hereby.

    	2.	New Notes.  The Company has informed each of you that 
it wishes to (I) extend the Termination Date to June 24, 2000, 
and (ii) make certain other changes in the Credit Agreement as 
set forth below.  Subject to all of the terms and conditions 
hereof, you have agreed to such amendments to the Credit 
Agreement as provided below.  On the effective date of this 
Amendment, all loans made or continued pursuant to the Revolving 
Credit established pursuant to Section 1.1 of the Credit 
Agreement, including the unpaid balances of the Existing Notes, 
shall be evidenced by new Revolving Credit Notes of the Company 
in the form of Exhibit 1.1 annexed hereto in the aggregate 
principal amount of $60,000,000, each to be dated as of the date 
hereof (collectively, the "New Notes").  The New Notes shall be 
executed by the Company and delivered to each of you on the date 
hereof against the return of the Existing Notes to the Company.  
Accrued interest on the Existing Notes outstanding on the date of 
issuance of the New Notes shall be included in the interest due 
on the New Notes issued in replacement of such Existing Notes on 
the first interest payment date specified therein.

    	3.	Amendments to Credit Agreement.  Subject to the terms 
and conditions set forth herein, the Credit Agreement shall be 
amended, as of the date first written above, as follows:

    (a)	All references in the Credit Agreement to the 
Revolving Credit Notes issued thereunder and the loans evidenced 
thereby shall refer to the New Notes issued hereunder and the 
loans evidenced thereby (including the unpaid balances of the 
Existing Notes).

   		(b)	All references to the Credit Agreement in the 
Credit Agreement and in any other agreements relating thereto 
shall refer to the Credit Agreement as amended hereby.

   		(c)	The date of June 24, 1999 set forth in Section 1.1 
of the Credit Agreement is amended to June 24, 2000.

   		(d)	Section 6.1(c) of the Credit Agreement is amended 
to read in its entirety as follows:

   		(c)	At the end of each fiscal quarter during each 
period set forth in the table below, a Consolidated Fixed Charge 
Coverage Ratio for the four consecutive fiscal quarters then 
ended of at least the amount set forth opposite such period:

   		Period		                         		 Consolidated Fixed
                                								Charge Coverage Ratio

		1.	From December 31, 1994 		                 2.0:1.0
  			through and including
		   December 31, 1997.

		2.	From January 1, 1998 		                   2.5:1.0
  			through and including 
		  	December 31, 1999.

		3.	From January 1, 2000 and		                2.75:1.0
  			thereafter.

    	4.	Representations.  The Company repeats and reaffirms the 
representations and warranties set forth in Article IV of the 
Credit Agreement.  The Company also represents and warrants that 
the execution, delivery and performance of this Amendment are 
within the corporate powers of the Company, have been duly 
authorized by all necessary corporate action and do not and will 
not (i) violate any provision of the certificate of incorporation 
or by-laws of the Company or of any law, regulation, order, or 
judgment presently in effect having applicability to the Company 
or (ii) require the consent or approval of, or filing or 
registration with, any governmental body, agency or authority; or 
(iii) result in any breach of or constitute a default under any 
indenture or other agreement or instrument under which the 
Company is a party.

    	5.	Conditions.  Without limiting any of the other terms of 
the Credit Agreement as amended hereby, this Amendment shall not 
become effective, and the Banks shall not be required to make any 
further loans to the Company unless and until:

    	(a)	No Default or Event of Default shall have occurred and 
be continuing and neither the business nor the assets nor the 
financial condition of the Company shall have been materially 
adversely affected as the result of any event or development 
since December 31, 1996.

    	(b)	The Banks shall have received such documents concerning 
the corporate status of the Company and the authorization of the 
transactions contemplated hereby as may be reasonably requested, 
and such other matters as the Banks shall reasonably require; and

    	(c) 	All proceedings taken in conjunction with the 
transactions contemplated by this Amendment and all instruments, 
authorizations and other documents applicable thereto shall be 
satisfactory in form and substance in the reasonable opinion of 
the Banks and their counsel.

    	6.	Confirmation of Credit Agreement.  Except as expressly 
provided above, the Credit Agreement shall remain in full force 
and effect.

    	7.	Fees and Expenses.  The Company shall be responsible 
for the payment of all fees and out-of-pocket disbursements 
incurred by the Banks in connection with the preparation, 
execution, delivery, administration and enforcement of this 
Amendment and including without limitation the reasonable fees 
and disbursements of counsel for the Agent.

    	8.	Miscellaneous.  The provisions of this Amendment shall 
inure to the benefit of and be binding upon any successor to any 
of the parties hereto.  All agreements, representations and 
warranties made herein shall survive the execution of this 
Amendment and the extension of credit under the Credit Agreement, 
as so amended.  This Amendment shall be governed by and construed 
in accordance with the internal laws of the State of Wisconsin.  
This Amendment may be signed in any number of counterparts with 
the same effect as if the signatures thereto and hereto were upon 
the same instrument.

If the foregoing is satisfactory to you, please sign the 
form of acceptance below and return a signed counterpart hereof 
to the Company.

                             						Very truly yours,

                             						OSHKOSH B'GOSH, INC.


                             						By: /s/David L. Omachinski
                             						Vice President of Finance

(Corporate Seal)

Agreed to as of the date first above written.

                             						FIRSTAR BANK MILWAUKEE,
                             						NATIONAL ASSOCIATION

                             						By:                      	
                              					Title:                   	


                             						BANK ONE, WISCONSIN

                             						By:                      	
                             						Title:                   	



AMENDMENT NO. 7 TO CREDIT AGREEMENT

                                  As of December 31, 1998

Firstar Bank Milwaukee,
 National Association
777 East Wisconsin Avenue
Milwaukee, WI 53202

Bank One, Wisconsin
111 East Wisconsin Avenue
Milwaukee, WI 53202

Harris Trust and Savings Bank
111 West Monroe Street
Chicago, IL 60603

Norwest Bank Wisconsin,
 National Association
100 East Wisconsin Avenue
Milwaukee, WI 53202

BankBoston, N.A.
100 Federal Street
Boston, Massachusetts 02110

Gentlemen:

OshKosh B'Gosh, Inc., a Delaware corporation (the 
"Company"), hereby agrees with each of you as follows:

     1. Definitions.  Reference is made to that certain Credit 
Agreement dated as of June 24, 1994, as amended through 
Amendment No. 6 thereto dated as of November 21, 1997 (the 
"Credit Agreement") between the Company and each of you, 
pursuant to which the Company has issued its Revolving Credit 
Notes to each of you in the aggregate principal amount of 
$60,000,000, each dated as of November 21, 1997 (collectively, 
the "Existing Notes").  All capitalized terms used and not 
otherwise defined herein shall have the meanings given to such 
terms by the Credit Agreement as amended hereby.
 
     2. New Notes.  The Company has informed each of you that it 
wishes to (i) extend the Termination Date to June 24, 2001, 
and (ii) make certain other changes in the Credit Agreement as 
set forth below.  Subject to all of the terms and conditions 
hereof, you have agreed to such amendments to the Credit 
Agreement as provided below.  On the effective date of this 
Amendment, all loans made or continued pursuant to the 
Revolving Credit established pursuant to Section 1.1 of the 
Credit Agreement, including the unpaid balances of the 
Existing Notes, shall be evidenced by new Revolving Credit 
Notes of the Company in the form of Exhibit 1.1 annexed hereto 
in the aggregate principal amount of $60,000,000 each to be 
dated as of the date hereof (collectively, the "New Notes").  
The New Notes shall be executed by the Company and delivered 
to each of you on the date hereof against the return of the 
Existing Notes to the Company.  Accrued interest on the 
Existing Notes outstanding on the date of issuance of the New 
Notes shall be included in the interest due on the New Notes 
issued in replacement of such Existing Notes on the first 
interest payment date specified therein.
 
     3. Amendments to Credit Agreement.  Subject to the terms and 
conditions set forth herein, the Credit Agreement shall be 
amended, as of the date first written above, as follows:

     a) All references in the Credit Agreement to the Revolving 
Credit Notes issued thereunder and the loans evidenced 
thereby shall refer to the New Notes issued hereunder and 
the loans evidenced thereby (including the unpaid balances 
of the Existing Notes).
 
     b) All references to the Credit Agreement in the Credit 
Agreement and in any other agreements relating thereto shall 
refer to the Credit Agreement as amended hereby.
 
     c) The date of June 24, 2000 set forth in Section 1.1 of the 
Credit Agreement is amended to June 24, 2001.
 
     d) Section 6.1(a) of the Credit Agreement is deleted in its 
entirety from the Credit Agreement.  The Banks hereby waive 
all violations of Section 6.1(a) for all periods prior to 
the date of this Amendment.

     4. Representations.  The Company repeats and reaffirms the 
representations and warranties set forth in Article IV of the 
Credit Agreement.  The Company also represents and warrants 
that the execution, delivery and performance of this Amendment 
are within the corporate powers of the Company, have been duly 
authorized by all necessary corporate action and do not and 
will not (i) violate any provision of the certificate of 
incorporation or by-laws of the Company or of any law, 
regulation, order, or judgment presently in effect having 
applicability to the Company or (ii) require the consent or 
approval of, or filing or registration with, any governmental 
body, agency or authority; or (iii) result in any breach of or 
constitute a default under any indenture or other agreement or 
instrument under which the Company is a party.
 
     5. Conditions.  Without limiting any of the other terms of the 
Credit Agreement as amended hereby, this Amendment shall not 
become effective, and the Banks shall not be required to make 
any further loans to the Company unless and until:

     a) No Default or Event of Default shall have occurred and be 
continuing and neither the business nor the assets nor the 
financial condition of the Company shall have been 
materially adversely affected as the result of any event or 
development since December 31, 1997.
 
     b) The Banks shall have received such documents concerning 
the corporate status of the Company and the authorization of 
the transactions contemplated hereby as may be reasonably 
requested, and such other matters as the Banks shall 
reasonably require; and
 
     c) All proceedings taken in connection with the transactions 
contemplated by this Amendment and all instruments, 
authorizations and other documents applicable thereto shall 
be satisfactory in form and substance in the reasonable 
opinion of the Banks and their counsel.

     6. Confirmation of Credit Agreement.  Except as expressly 
provided above, the Credit Agreement shall remain in full 
force and effect.
 
     7. Fees and Expenses.  The Company shall be responsible for the 
payment of all fees and out-of-pocket disbursements incurred 
by the Banks in connection with the preparation, execution, 
delivery, administration and enforcement of this Amendment and 
including without limitation the reasonable fees and 
disbursements of counsel for the Agent.
 
     8. Miscellaneous.  The provisions of this Amendment shall inure 
to the benefit of and be binding upon any successor to any of 
the parties hereto.  All agreements, representations and 
warranties made herein shall survive the execution of this 
Amendment and the extension of credit under the Credit 
Agreement, as so amended.  This Amendment shall be governed by 
and construed in accordance with the internal laws of the 
State of Wisconsin.  This Amendment may be signed in any 
number of counterparts with the same effect as if the 
signatures thereto and hereto were upon the same instrument.

If the foregoing is satisfactory to you, please sign the 
form of acceptance below and return a signed counterpart hereof 
to the Company.

                             						Very truly yours,
 
	                             					OSHKOSH B'GOSH, INC.


                             						By:						
                            							Vice President of Finance

(Corporate Seal)

Agreed to as of the date first above written.

                            						FIRSTAR BANK MILWAUKEE
                            						NATIONAL ASSOCIATION

                            						By:	/s/	Jeffrey J. Janza	
 				                           		Title: Assistant Vice President	


                            						BANK ONE, WISCONSIN

                            						By:	/s/ A.F. Maggiore		
                            						Title:	Vice President		


                            						HARRIS TRUST AND SAVINGS BANK

                            						By:	/s/ George M. Dluhy		
                            						Title:	Vice President		


                            						NORWEST BANK WISCONSIN,
                            						NATIONAL ASSOCIATION

                            						By:	/s/ Joan F. Kinate	
                            						Title:	Vice President	


                             					BANKBOSTON, N.A.

                            						By:	/s/ Kathleen Dimock	
                            						Title:	Vice President	


                            EXHIBIT 1.1
                          PROMISSORY NOTE


$                                           											, 19		  

FOR VALUE RECEIVED, OshKosh B'Gosh, Inc., a Delaware 
corporation, promises to pay to the order of 			          ,	
the principal sum of           			 Dollars ($		      	) 
at the Main Office of Firstar Bank, Milwaukee, National 
Association in Milwaukee, Wisconsin, on the Termination Date (as 
defined in the Credit Agreement referred to below).  The unpaid 
principal balance hereof shall bear interest, payable on the 
dates specified in the Credit Agreement referred to below, 
computed at the Applicable Rate as defined in such Credit 
Agreement.

Principal amounts unpaid at the maturity hereof (whether by 
fixed maturity or acceleration) shall bear interest from and 
after maturity until paid computed at a rate equal to 2% per 
annum plus the rate otherwise payable hereunder.  Principal of 
and interest of this Note shall be payable in lawful money of the 
United States of America. 

This Note constitutes one of the Revolving Credit Notes 
issued under a Credit Agreement dated as of June 24, 1994, as 
amended, among the undersigned and Firstar Bank Milwaukee, 
National Association, for itself and as Agent, and the other 
banks party thereto, to which Agreement reference is hereby made 
for a statement of the terms and conditions on which loans in 
part evidenced hereby were or may be made, and for a description 
of the conditions upon which this Note may be prepaid, in whole 
or in part, or its maturity accelerated.

                                						OSHKOSH B'GOSH, INC.

                                 					By:						
                               							Vice President of Finance 

(CORPORATE SEAL)