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 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:

                       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%

             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, National
                   Association                            $8,000,000

                                 Total:                  $40,000,000



                                          -2-





             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 (B)  the Aggregate Commitment.  The Demand Line
             shall be unused for  at least 90 consecutive days  during each
             twelve-month  period commencing  July 1  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

                                          -3-






                  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  10.1(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%)
                  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

                                          -4-





                  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

                                          -5-






                  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  (1/8%) 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


                                          -6-




             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

                                          -7-




                  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 be
             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 the
             funds  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.

                                          -8-




                       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% 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:


                                          -9-




                                 (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.


                                          -10-






                                 (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

                                          -11-






                            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 Agreement
                            of   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.

                                          -12-






                            (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

                                          -13-






                            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

                                          -14-






                       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),

                                          -15-





                       (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;


                                          -16-






                            (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 equal 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:



                                          -17-







                       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.



                                          -18-






                       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

                                          -19-





             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,

                                          -20-





             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

                                          -21-






             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.







                                          -22-






                                      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
                  10.1(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

                                          -23-







                       (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

                                          -24-





                  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; 

                                          -25-





                       (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:   (i)
             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

                                          -26-



             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

                                          -27-






                  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


                                          -28-







             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  require  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;



                                          -29-






                       (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

                                          -30-






                  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.



                                          -31-






                       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

                                          -32-






                  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

                                          -33-




                                       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


                                          -34-








             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

                                          -35-








             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).



                                          -36-







                       (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  non-
                       cash 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

                                          -37-






                       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:

                                 (i)  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;

                                 (ii) 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;


                                          -38-




                                 (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.

                       (l)  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.


                                          -39-







                       (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  "ERISA"   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

                                          -40-







                  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.



                                          -41-






                       (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

                                          -42-







                  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

                                          -43-








                  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 such 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

                                          -44-






                  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;

                                          -45-







             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






                                          -46-




             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









                                          -47-




                                      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

                                          -52-




             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


                                          -53-





                          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.

                                           1.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.

                                         -55-





                                           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


                                          -56-




                          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


                                          -58-






             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)







                                          -59-



                       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





                                          -60-





                          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:

                                           1.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:







                                          -62-






                                                              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%

                       (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 10.1(b) of
             the Credit Agreement is hereby amended to read in its entirety
             as follows:

                       (b)  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
<PAGE>






             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


                                          -63-



             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

                                          -64-



                       (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


                                          -65-




                                           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






                                          -66-





                                      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 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,  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 1.2

                                      DEMAND 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 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  hereof
             (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 of America.

                       This Note constitutes one of the Demand 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 made and for a description
             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)