EXHIBIT 10.s

                  RECEIVABLES PURCHASE AND SERVICING AGREEMENT

                          dated as of December 4, 1997

                                  by and among

                           LLAMA RETAIL FUNDING, L.P.,
                                  as purchaser,

                              CAPITAL USA, L.L.C.,
                            as administrative agent,

                      SUNBEAM ASSET DIVERSIFICATION, INC.,
                                 as seller, and

                             SUNBEAM PRODUCTS, INC.,
                                   as servicer


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                                TABLE OF CONTENTS


                                                                               PAGE

                                                     ARTICLE I
                                                    DEFINITIONS

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         Section 1.1. Certain Defined Terms.......................................................................1
         Section 1.2. Other Terms.................................................................................1

                                                    ARTICLE II
                                              PURCHASE OF RECEIVABLES

         Section 2.1. Facility....................................................................................2
         Section 2.2. Making Purchases from the Seller............................................................2
         Section 2.3. Receivables Interest........................................................................3
         Section 2.4. Dividing or Combining Receivables Interest..................................................3
         Section 2.5. Establishment of Collection Account.........................................................4
         Section 2.6. Determinations by the Administrative Agent..................................................4
         Section 2.7. Deposits to the Collection Account and the Escrowed Amounts
         Subaccount...............................................................................................4
         Section 2.8. Disbursements From the Collection Account - Revolving Period................................4
         Section 2.9. Liquidation Settlement Procedures...........................................................5
         Section 2.10. General Settlement Procedures..............................................................6
         Section 2.11. Investment of Accounts.....................................................................7
         Section 2.12. Availability of Information................................................................7
         Section 2.13. Construction of Agreement..................................................................7
         Section 2.14. Further Action Evidencing Purchases........................................................8
         Section 2.15. Separate Transactions......................................................................8
         Section 2.16. Eligible Receivables.......................................................................8
         Section 2.17. Payments and Computations, Etc.............................................................9

                                                    ARTICLE III
                                              CONDITIONS TO PURCHASE

         Section 3.1. Conditions Precedent to Effectiveness of Agreement..........................................9
         Section 3.2. Conditions Precedent to All Purchases under this Agreement..................................9

                                                    ARTICLE IV
                                          REPRESENTATIONS AND WARRANTIES

         Section 4.1. Representations and Warranties of the Seller...............................................10
         Section 4.2. Representations and Warranties of the Seller With Respect to the Pool
         Receivables.............................................................................................13

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         Section 4.3. Representations and Warranties of the Servicer.............................................13
         Section 4.4. Representations and Warranties of the Purchaser............................................13

                                                     ARTICLE V

                                                     COVENANTS

         Section 5.1. Affirmative Covenants of the Seller........................................................14
         Section 5.2. Negative Covenants of the Seller...........................................................15
         Section 5.3. Reporting Requirements of the Seller.......................................................15
         Section 5.4. Change of Ownership of the Seller..........................................................15
         Section 5.5 Agreements of the Administrative Agent......................................................15

                                                    ARTICLE VI
                                                   THE SERVICER

         Section 6.1. Appointment of the Servicer; Subservicers..................................................16
         Section 6.2. Servicing Fees.............................................................................17
         Section 6.3. Negative Covenants of the Servicer.........................................................17
         Section 6.4. Reporting..................................................................................18
         Section 6.5. Covenants of the Servicer Regarding the Pool Receivables and
         Servicing Records.......................................................................................18
         Section 6.6. Servicer Not to Resign.....................................................................19
         Section 6.7. Indemnities by the Servicer................................................................19
         Section 6.8. Appointment of the Successor Servicer......................................................19
         Section 6.9. Duties of the Servicer Following Appointment of a Successor
         Servicer................................................................................................20
         Section 6.10. Effect of Termination or Resignation......................................................20

                                                    ARTICLE VII
                                                TERMINATION EVENTS

         Section 7.1. Termination Events.........................................................................20
         Section 7.2. Actions Upon Termination Event.............................................................22

                                                   ARTICLE VIII

                                                  INDEMNIFICATION

         Section 8.1. Indemnities by the Seller..................................................................23

                                                    ARTICLE IX
                                             THE ADMINISTRATIVE AGENT

         Section 9.1. Authorization and Action...................................................................24
         Section 9.2. Reliance, Etc..............................................................................24
         Section 9.3. Capital USA, L.L.C. and Affiliates.........................................................25


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         Section 9.4. Communication with Obligors................................................................25

                                                     ARTICLE X

                                                   MISCELLANEOUS

         Section 10.1. Notices, Etc..............................................................................25
         Section 10.2. Binding Effect; Assignability; Survival...................................................25
         Section 10.3. Costs, Expenses and Taxes.................................................................26
         Section 10.4. Confidentiality...........................................................................26
         Section 10.5. No Proceedings............................................................................27
         Section 10.6. Amendments; Waivers; Consents; Remedies...................................................27
         Section 10.7. Severability..............................................................................27
         Section 10.8. Descriptive Headings......................................................................28

         Section 10.9. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER

         OF JURY TRIAL...........................................................................................28
         Section 10.10.  Execution in Counterparts...............................................................28

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                            RECEIVABLES PURCHASE AND
                               SERVICING AGREEMENT

         RECEIVABLES PURCHASE AND SERVICING AGREEMENT, dated as of December 4,
1997 (the "AGREEMENT"), by and among SUNBEAM ASSET DIVERSIFICATION, INC., a
Delaware corporation as Seller (the "SELLER"), LLAMA RETAIL FUNDING, L.P., a
Delaware limited partnership, as purchaser (in such capacity, together with its
successors and assigns, the "PURCHASER"), SUNBEAM PRODUCTS, INC., a Delaware
corporation as originator of the Receivables (the "ORIGINATOR") and as servicer
(in such capacity, together with its successors and assigns, the "SERVICER") and
CAPITAL USA, L.L.C., a Delaware corporation in its capacity as administrator
hereunder (as such, together with its successors and assigns, the
"ADMINISTRATIVE AGENT").

                              W I T N E S S E T H:

                  WHEREAS, the Seller desires to sell certain trade receivables
originated by the Originator from time to time and the Purchaser desires to
purchase such trade receivables in accordance with the terms of this Agreement;

                  WHEREAS, the Administrative Agent has been requested and is
willing to provide certain administrative services on behalf of the Purchaser in
connection with the making and financing of such purchases;

                  WHEREAS, the Purchaser desires that a Servicer be appointed to
service receivables purchased by the Purchaser under this Agreement and the
Originator has been requested and is willing to act as the Servicer;

                  NOW, THEREFORE, the parties agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.1. CERTAIN DEFINED TERMS.

         Defined terms used herein shall have the meanings set forth in Annex I
hereto.

         SECTION 1.2. OTHER TERMS.

         All accounting terms not specifically defined herein shall be construed
in accordance with GAAP. All terms used in Article 9 of the UCC of the State of
New York, and not specifically defined herein, are used herein as defined in
such Article 9. All hourly references herein shall refer to New York City time.
Except as otherwise indicated, all agreements defined in this Agreement refer to
the same as from time to time amended or supplemented.



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                                   ARTICLE II

                             PURCHASE OF RECEIVABLES

         SECTION 2.1. FACILITY.

         The Purchaser may, on the terms and conditions set forth herein, and in
its sole discretion, make Purchases of Receivables Interests from the Seller.
Purchases may be made until the occurrence of the Purchase Termination Date. The
Purchaser will not make any Purchase if, after giving effect to such Purchase,
the aggregate Capital Investment for all Receivables Interests hereunder would
exceed the Purchase Limit. Nothing in this Agreement shall be deemed to be or
construed as a commitment by the Purchaser to purchase any Receivables Interest.
In the event the Purchaser is not able to make a Purchase that it otherwise has
agreed to make solely as a result of a CP Disruption Event, the Purchaser will,
to the extent an advance is permitted to be made under the Liquidity Agreement,
request such an advance under the Liquidity Agreement and, upon receipt of the
proceeds of such advance, will make such Purchase in an amount equal to the
amount of such advance.

         SECTION 2.2. MAKING PURCHASES FROM THE SELLER.

         (a) Purchases that the Purchaser agrees to make will be made on
Purchase Dates. A Purchase will only be made if the Seller has delivered a
Request Notice to the Administrative Agent by 1:00 p.m. on the Business Day
immediately prior to the requested Purchase Date.

         (b) The Administrative Agent, on behalf of the Purchaser, will promptly
notify the Seller of the Purchaser's decision to make a Purchase or not to make
a Purchase and, if so, whether the amount specified by the Seller in the Request
Notice is acceptable to the Purchaser. Each notification will be made by
delivery of a Purchase Notification on the related Purchase Date to the Seller.

         (c) On the date of a Purchase, the Administrative Agent on behalf of
the Purchaser shall, upon satisfaction of the Purchase Conditions, make
available to the Collection Account the Capital Investment for such Receivables
Interest (as set forth in related Purchase Notification, which amount may be
reduced by any amounts due under Sections 2.10, 8.1 or 10.3 that remain unpaid
on such day of Purchase) in same day funds, which amount shall be made
immediately available to the Seller at the account of the Seller specified in
writing to the Administrative Agent by the Seller from time to time.

         (d) Effective on the date of each Purchase pursuant to this Section
2.2, the Seller hereby sells and assigns to the Purchaser an undivided
percentage ownership interest, to the extent of the Receivables Interest then
being purchased, in each Pool Receivable then existing and in the Related
Security and Collections with respect thereto.

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         SECTION 2.3. RECEIVABLES INTEREST.

         (a) The Administrative Agent will calculate the Receivables Interest
purchased on each Purchase Date and shall, on such Purchase Date, combine such
Receivables Interest, pursuant to the provisions of Section 2.4, with any
outstanding Receivables Interest and calculate the combined Receivable Interest,
after giving effect to the Purchase made on that Purchase Date, and notify the
Seller of the combined Receivables Interest in the Purchase Notification. The
undivided percentage interest of any Receivables Interest is equal to the
percentage equivalent of a fraction:

                                    CI + R
                                    ------
                                     NRPB

                              where:

                  CI       = the Capital Investment on the date the Receivables
                           Interest is calculated.

                  R        = the sum of the Applicable Margin Reserve, the
                           Dilution Reserve, the Fee Reserve and the Yield
                           Reserve, each on the date the Receivables Interest is
                           calculated.

                  NRPB     = The Net Receivables Pool Balance on the date the
                           Receivables Interest is calculated.

         (b) A Receivables Interest shall become zero on the later to occur of
(a) the date the Purchaser shall have (i) received the Accrued Daily Yield for
such Receivables Interest, plus any amount reasonably allocated by the
Administrative Agent in respect of the discount on Commercial Paper and the
interest on Liquidity Loans to mature after the date the Receivables Interest
becomes zero, (ii) recovered its Capital Investment and (iii) received all other
amounts payable to the Purchaser pursuant to this Agreement, and (b) the date
the Servicer shall have received the accrued Servicing Fee for such Receivables
Interest. A Receivables Interest shall remain constant until the next Purchase
Date on which a Purchase is made and shall remain constant at all times on and
after the Purchase Termination Date.

         SECTION 2.4. DIVIDING OR COMBINING RECEIVABLES INTEREST.

         The Administrative Agent may at any time either (i) divide any
Receivables Interests into two or more Receivables Interests having aggregate
Capital Investment equal to the Capital Investment of such divided Receivables
Interest, or (ii) combine any two or more Receivables Interest into a single
Receivables Interest having Capital Investment equal to the aggregate of the
Capital Investment of such original Receivables Interests.

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         SECTION 2.5. ESTABLISHMENT OF COLLECTION ACCOUNT.

         Prior to or simultaneously with the execution and delivery of this
Agreement, the Purchaser and the Administrative Agent shall establish an
Eligible Bank Account in the name of the Purchaser titled as specified in the
Receivables Purchase Agreement (the "COLLECTION ACCOUNT"). In addition, the
Administrative Agent shall establish and maintain a subaccount of the Collection
Account (the "ESCROWED AMOUNT SUBACCOUNT") into which all Escrowed Amounts shall
be deposited and retained until the expiration of the related Escrow Period.
Notwithstanding the agreement of any Obligor to deposit all amounts owing in
respect of the Pool Receivables directly to the Lockbox Account, each of the
Seller and the Servicer shall deposit all Collections it may receive in respect
of Pool Receivables into the Lockbox Account no later than the first Business
Day following the date of receipt thereof. Any Collections in respect of Pool
Receivables held by the Seller or the Servicer pending transfer to the
applicable Collection Account as provided in this Agreement shall be held in
trust for the benefit of the Purchaser until such amounts are deposited into the
applicable Collection Account.

         SECTION 2.6. DETERMINATIONS BY THE ADMINISTRATIVE AGENT.

         (a) The Administrative Agent's determinations and calculations made
under, or pursuant to, this Agreement shall in all cases be conclusive in the
absence of manifest error.

         (b) On each Business Day, the Administrative Agent shall determine the
amount of Collections received on Pool Receivables. The Administrative Agent
shall notify the Purchaser, the Seller and the Servicer of its determinations
under this Section 2.6.

         SECTION 2.7. DEPOSITS TO THE COLLECTION ACCOUNT AND THE ESCROWED
AMOUNTS SUBACCOUNT.

         (a) On each Business Day all Collections in the Lockbox Account shall
be transferred by the Administrative Agent to the Collection Account.

         (b) On any Business Day, the Purchaser may deposit into the Collection
Account all or a portion of the net proceeds of Commercial Paper or of any
Liquidity Loan or any other funds available to the Purchaser for deposit.

         (c) Amounts in respect of the Escrowed Amounts shall be retained in the
Escrowed Amounts Subaccount until the expiration of the related Escrow Period at
which time such amounts shall be included in Available Funds and disbursed as
provided in Sections 2.8 and 2.9.

         SECTION 2.8. DISBURSEMENTS FROM THE COLLECTION ACCOUNT - REVOLVING
PERIOD.

         On each Business Day during the Revolving Period the Administrative
Agent shall allocate all Available Funds on deposit in the Collection Account in
the following priority (to the extent funds are available therefor):


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         (a) an amount equal to Accrued Daily Yield shall be deposited into the
Collateral Account;

         (b) an amount equal to any Accrued Daily Servicing Fee due to any
Successor Servicer appointed hereunder shall be retained in the Collection
Account or if such Business Day is a Settlement Date, an amount equal to any
accrued and unpaid Servicing Fee due to the Successor Servicer through the end
of the related Settlement Period shall be paid to such Successor Servicer;

         (c) an amount equal to Accrued Daily Fees and Expenses shall be
deposited into the Collateral Account;

         (d) to the extent not paid pursuant to clause (b) above, an amount
equal to any Accrued Daily Servicing Fee due to the Servicer shall be retained
in the Collection Account or if such Business Day is a Settlement Date, an
amount equal to any accrued and unpaid Servicing Fee due to the Servicer through
the end of the related Settlement Period shall be paid to the Servicer;

         (e) that portion of the remaining amount up to the current Capital
Investment shall be deposited into the Collateral Account in reduction of such
Capital Investment or, if such Business Day is a Purchase Date, an amount up to
Capital Investment for the Receivables Interest to be purchased on such day, net
of amounts payable by the Seller pursuant to Sections 2.10, 8.1 and 10.3 or
otherwise hereunder (which shall be deposited into the Collateral Account or, to
the extent such amounts constitute Escrowed Amounts, retained in the Collection
Account until the expiration of the related Escrow Period), shall be paid on
behalf of the Purchaser to purchase any Receivables Interest to be purchased on
such Purchase Date;

         (f) if such Business Day is also a Settlement Date, an amount equal to
any unpaid amounts owing by the Seller pursuant to Sections 2.10, 8.1 and 10.3
or otherwise hereunder (other than Escrowed Amounts which shall be retained in
the Collection Account until the expiration of the related Escrow Period) shall
be deposited into the Collateral Account on behalf of the Purchaser; and

         (g) if such Business Day is also either a Settlement Date or a Purchase
Date, the balance in the Collection Account as of the end of such Settlement
Period shall be paid to the Seller.

         SECTION 2.9. LIQUIDATION SETTLEMENT PROCEDURES.

         On each Business Day on and after the Purchase Termination Date, the
Administrative Agent shall allocate all Available Funds on deposit in the
Collection Account in the following priority (to the extent funds are available
therefor):

         (a) to the Collateral Account, an amount equal to the sum of the
following:

                  (i) unpaid Accrued Daily Yield through and including such
         date;

                  (ii) the outstanding Capital Investment;

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                  (iii) all unpaid amounts owing by the Seller to the Purchaser
         pursuant to Sections 2.10, 8.1 or 10.3 or otherwise hereunder (other
         than Escrowed Accounts which shall be retained in the Collection
         Account until the expiration of the Escrow Period); and

                  (iv) unpaid Accrued Daily Fees and Expenses through and
         including such date;

         (b) to any Successor Servicer, an amount equal to any accrued and
unpaid Servicing Fee owing to such Successor Servicer;

         (c) to the Servicer, an amount equal to the accrued and unpaid
Servicing Fee owing to the Servicer; and

         (d) the remaining balance shall be released to the Seller.

         SECTION 2.10. GENERAL SETTLEMENT PROCEDURES.

         If, on any day the Outstanding Balance of any Eligible Receivable is
reduced or canceled as a result of either (i) any event giving rise to a
Dilution or (ii) a setoff in respect of any claim by the Obligor thereof against
the Seller or any Affiliate of Seller (whether such claim arises out of the same
or a related transaction or an unrelated transaction), then, the Seller shall be
deemed to have received on such day a Collection of such Receivable in the
amount of such Dilution, reduction or cancellation. If, on any day the
representations and warranties in Section 4.2 of this Agreement are no longer
true with respect to any Pool Receivable, the Seller shall be deemed to have
received on such day a Collection of such Pool Receivable in full. The Seller or
the Servicer, on behalf of the Seller, no later than the fifteenth day after
such deemed receipt, shall deposit such amount to the Collection Account for
deposit to the Escrowed Amount Subaccount; PROVIDED, HOWEVER, that if a Purchase
is made by the Purchaser during such 15-day period, the Purchaser shall reduce
the Cash Purchase Price otherwise payable by it for such Purchase by the amount
of any such deemed collection, which reduction shall constitute payment in full
of such deemed collection by the Seller. If and to the extent the Purchaser
shall be required for any reason to pay over to an Obligor, any bankruptcy
trustee of any Obligor, any Obligor as debtor-in-possession or otherwise any
amount received on the Purchaser's behalf hereunder, such amount shall be deemed
not to have been so received by the Purchaser, but rather to have been retained
by the Seller and, accordingly, the Purchaser shall have a claim against the
Seller for such amount, payable when and to the extent that any distribution
from or on behalf of such Obligor is made in respect thereof. Except as
otherwise provided in this Section 2.10, or as otherwise required by applicable
law or the relevant Contract, all Collections received from an Obligor of any
Receivables shall be applied to the Receivables of such Obligor in the order of
the age of such Receivables, starting with the oldest such Receivable, unless
such Obligor designates its payment for application to specific Receivables.

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         SECTION 2.11. INVESTMENT OF ACCOUNTS.

         Subject to the provisions of this Section 2.11, amounts on deposit in
the Collection Account (including any amounts held in the Escrowed Amount
Subaccount) shall be invested in Permitted Investments. Until the Purchase
Termination Date, to the extent there are uninvested amounts deposited in the
Collection Account (including any amounts held in the Escrowed Amount
Subaccount) in excess of the Minimum Investment Amount, the Administrative Agent
shall invest all such amounts in Permitted Investments selected by the
Purchaser, that mature no later than the immediately succeeding Purchase Date.
On and after the Purchase Termination Date, any investment of such amounts in
Permitted Investments shall be solely at the discretion of the Purchaser. All
investment earnings shall be disbursed in the same manner and priority as all
other amounts in the Collection Account except that net investment earnings on
the Escrowed Amount Subaccount shall be deposited into the Yield Subaccount of
the Collateral Account on behalf of the Purchaser.

         SECTION 2.12. AVAILABILITY OF INFORMATION.

         (a) The Administrative Agent shall provide written notice,
substantially in the form of Exhibit B, to the Seller, the Servicer and the
Purchaser of the determinations and disbursements made on each Business Day,
Purchase Date and Settlement Date pursuant to this Article 2.

         (b) In the event that the Administrative Agent is unable to obtain
information from the Seller or the Servicer with respect to any Receivable which
information is necessary for it to make the determinations set forth in Sections
2.6, 2.7 , 2.8, 2.9 or 2.10 there shall be a presumption that such Receivable
has not been paid and the Administrative Agent shall make the determinations set
forth in Section 2.6 and the allocations and distributions in Sections 2.8 and
2.9 based on such presumption. Upon such information becoming available, the
Administrative Agent shall take reasonable steps to recalculate the
determinations made subject to the presumption set forth above. The
Administrative Agent is hereby authorized to withdraw and disburse amounts from
the Lockbox Account and the Collection Account following the recalculation of
such determinations so as to achieve the same result as if disbursements of
amounts in such accounts had been made with knowledge of the correct information
in accordance with the terms of this Agreement.

         SECTION 2.13. CONSTRUCTION OF AGREEMENT.

         It is the intention of the parties hereto that the purchase and sale of
Receivables Interests from the Seller to the Purchaser be treated for all
purposes as a sale of such Receivables Interests and the proceeds thereof.
However, if a court of competent jurisdiction were to hold that the transaction
evidenced hereby is not a purchase, it is the intention of the parties hereto
that this Agreement shall constitute a security agreement under applicable law,
and that the transactions effected hereby shall be deemed to be secured
financings in each case under applicable law and, to that end, the Seller grants
to the Purchaser a first priority perfected security interest in all of the
Seller's right, title and interest in, to and under the following, whether now
existing or


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hereafter created: the Receivables, the Receivables Sale Agreement and all
documents and instruments executed pursuant thereto, all Collections on such
Receivables, all amounts on deposit from time to time in the Lockbox Account and
the Collection Account, all other rights relating to and payments made in
respect of this Agreement, and all proceeds of any of the foregoing.



         SECTION 2.14. FURTHER ACTION EVIDENCING PURCHASES.

         (a) The Seller agrees that, from time to time, at its expense, it will
promptly execute and deliver all further instruments and documents, and take all
further action, that may be necessary or appropriate, or that the Purchaser or
the Administrative Agent may reasonably request, in order to perfect, protect or
more fully evidence the transfer of ownership of the Pool Receivables or to
enable the Purchaser to exercise or enforce any of its rights hereunder. Without
limiting the generality of the foregoing, the Seller will, upon the request of
the Purchaser, (i) execute and file such financing or continuation statements,
or amendments thereto or assignments thereof, and such other instruments or
notices, as may be necessary or appropriate, or as the Purchaser may reasonably
request, and (ii) segregate all invoices of Pool Receivables and indicate by
legend and in a conspicuous manner that such invoices relate to Pool
Receivables, an interest in which has been transferred to the Purchaser. The
manner by which the Servicer segregates and legends the invoices of Pool
Receivables is subject to approval by the Administrative Agent on behalf of the
Purchaser.

         (b) The Seller hereby authorizes the Purchaser to file one or more
financing or continuation statements, and amendments thereto and assignments
thereof, relating to all or any of the Pool Receivables and Collections with
respect thereto without the signature of the Seller.

         SECTION 2.15. SEPARATE TRANSACTIONS.

         The Seller, the Originator, the Purchaser and the Administrative Agent
acknowledge that the parties are entering into the transactions described in
this Agreement in reliance on the Seller's identity as a separate legal entity
from the Originator. The Originator and the Seller agree to (a) maintain the
Seller's identity as a separate legal entity and (b) not to make any
representation to any third party as to the Seller's identity which might be
construed to be in conflict with the Seller's existence as an entity with assets
and liabilities distinct from those of the Originator.

         SECTION 2.16. ELIGIBLE RECEIVABLES.

         The Purchaser may from time to time unilaterally amend any of the
Schedules to this Agreement to reflect (a) in its judgment, the historical
experience of the Seller and the Purchaser with respect to Receivables, and (b)
criteria of eligibility of Receivables to be purchased under this Agreement.
Such amendment shall be made solely at the discretion of the Purchaser and shall
be effected by delivery by the Purchaser of a notice to each other party hereto
containing a copy of the revised Schedule or Schedules. The effective date of
such amendment shall be five Business Days after such delivery.

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         SECTION 2.17. PAYMENTS AND COMPUTATIONS, ETC.

         (a) All amounts to be paid or deposited by the Seller or the Servicer
hereunder shall be paid or deposited no later than 11:00 A.M. on the day when
due in same day funds.

         (b) The Seller or the Servicer, as the case may be, shall, to the
extent permitted by law, pay interest on any amount not paid or deposited by it
on the date when due hereunder, at an interest rate per annum equal to 2.0% per
annum above the Yield Discount, payable on demand.

         (c) The Administrative Agent, on behalf of the Seller and the Servicer
agrees to calculate each Receivables Interest, the Capital Investment, the Net
Receivables Pool Balance and each of the Yield Reserve, the Fee Reserve, the
Applicable Margin Reserve and the Dilution Reserve, together with all subsidiary
calculations. The Administrative Agent will promptly notify the Servicer in
writing of each such calculation. Unless the Servicer shall notify the
Administrative Agent in writing that such calculation is incorrect (and such
writing specifies the nature of such error), each such calculation made by the
Administrative Agent shall be conclusive.

         (d) All computations of interest under subsection (b) above shall be
made on the basis of a year of 360 days for the actual number of days elapsed.
Whenever any payment or deposit to be made hereunder shall be due on a day other
than a Business Day, such payment or deposit shall be made on the next
succeeding Business Day and such extension of time shall be included in the
computation of such payment or deposit.

                                   ARTICLE III

                             CONDITIONS TO PURCHASE

         SECTION 3.1. CONDITIONS PRECEDENT TO EFFECTIVENESS OF AGREEMENT.

         The effectiveness of this Agreement is subject to the condition
precedent that the Purchaser and the Administrative Agent shall each have
received on or before the Effective Date each of the items set forth in Annex II
hereof, each in form and substance satisfactory to the Administrative Agent.

         SECTION 3.2. CONDITIONS PRECEDENT TO ALL PURCHASES UNDER THIS
AGREEMENT.

         Each Purchase hereunder (including the initial Purchase) shall be
subject to the satisfaction of each of the conditions precedent set forth in
Annex III hereof.

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                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

         SECTION 4.1. REPRESENTATIONS AND WARRANTIES OF THE SELLER.

         The Seller represents and warrants to the Purchaser and the
Administrative Agent as of the date hereof, as of the Effective Date and on each
subsequent Purchase Date as follows:

         (a) The Seller is an entity of the type set forth next to its name in
the first paragraph of the Receivables Purchase Agreement duly organized,
validly existing and in good standing under the laws of its jurisdiction of
formation and is duly qualified to do business, is in good standing, in each
jurisdiction in which the nature of its business requires it to be so qualified,
has the power and authority to own and convey all of its properties and to
execute and deliver this Agreement and the Related Documents and to perform the
transactions contemplated hereby and thereby.

         (b) The Seller is intended to be operated in such a manner that it
would not be substantively consolidated in the bankruptcy estate of another
Person (that is, such that the separate corporate existence of the Seller and
the Originator would be disregarded), in the event of a bankruptcy or insolvency
of the Originator.

         (c) The Seller is a limited purpose entity whose activities are
restricted in its formation documents;

         (d) Neither the Originator nor any Affiliate of the Originator is
involved in the day-to-day management of the Seller (except pursuant to written
management agreements, copies of which have been provided to the Administrative
Agent);

         (e) Other than the purchase and contribution of Receivables pursuant to
the Receivables Sale Agreement, the payment of dividends and the return of
capital, and the payment of Servicing Fees to the Servicer under this Agreement,
the Seller engages in no intercorporate transactions with the Originator or any
Affiliate of the Originator;

         (f) The Seller maintains separate corporate or other applicable records
and books of account from the Originator, holds regular corporate or other
applicable meetings and otherwise observes corporate or other applicable
formalities;

         (g) The financial statements and books and records of the Seller and
the Originator prepared after the Effective Date reflect the separate existence
of the Seller;

         (h) The Seller maintains its assets separately from the assets of the
Originator and any other Affiliate of the Originator (including through the
maintenance of separate bank accounts), and the Seller's funds and assets, and
records relating thereto, have not been and are not commingled with those of the
Originator or any other Affiliate of the Originator;

                                       10

<PAGE>

         (i) Neither the Originator nor any Affiliate of the Originator (A) pays
the Seller's expenses, (B) guarantees the Seller's payment obligations, or (C)
advances funds to the Seller for the payment of expenses or otherwise; PROVIDED,
HOWEVER, the Originator may from time to time contribute Receivables to the
Seller as an increase of stated capital;

         (j) All business correspondence of the Seller and other communications
are conducted in the Seller's own name, on its own stationery, and the Seller
has a separately-listed telephone number and a separate office from the
Originator (which office may be located within the Originator's offices pursuant
to a written agreement between the Originator and the Seller for the provision
of such office);

         (k) The Seller does not act as agent for the Originator, but instead
presents itself to the public as an entity separate from the Originator,
independently engaged in the business of purchasing and financing Receivables;
and

         (l) If the Seller is a corporation, it maintains (or, if the Seller is
a limited partnership or limited liability company, its general partner or at
least one member is a corporation that maintains) at least one independent
director at all times who shall at no time be a shareholder, director, officer,
or employee of the Originator or any Affiliate of the Originator (other than the
Seller) as provided in its certificate or articles of incorporation.

         (m) The Seller has not engaged, and does not presently engage, in any
activity other than the activities undertaken pursuant to this Agreement and the
Related Documents, nor has the Seller entered into any agreement other than this
Agreement and the Related Documents.

         (n) The execution, delivery and performance by the Seller of this
Agreement, the Related Documents and the transactions contemplated hereby and
thereby (i) have been duly authorized by all necessary corporate or other action
on the part of the Seller, (ii) do not contravene or cause the Seller to be in
default under (A) the Seller's formation or governance documents, (B) any
contractual restriction contained in any indenture, loan or credit agreement,
lease, mortgage, security agreement, bond, note, or other agreement or
instrument binding on or affecting the Seller, any Affiliate or their respective
property, or (C) any law, rule, regulation, order, license requirement, writ,
judgment, award, injunction, or decree applicable to, binding on or affecting
the Seller, any Affiliate or their respective property, that, with respect to
any contravention or default by any such Affiliate, would materially and
adversely affect the results of operations or property of such Affiliate, and
(iii) do not result in or require the creation of any Adverse Claim upon or with
respect to any of the property of the Seller or any Affiliate (other than in
favor of the Purchaser as contemplated hereunder).

         (o) This Agreement and the Related Documents have each been duly
executed and delivered by the Seller and constitute the legal, valid and binding
obligation of the Seller enforceable against the Seller in accordance with its
respective terms.

         (p) No consent of, notice to, filing with or permits, qualifications or
other action by any Governmental Authority or any other party is required (i)
for the due execution, delivery and performance by the Seller of this Agreement
or any of the Related Documents, or (ii) for the

                                       11

<PAGE>

perfection of or the exercise by each of the Purchaser, the Administrative Agent
or any assignee of the Purchaser of any of its rights or remedies hereunder or
thereunder, in each case other than consents, notices, filings and other actions
which have been obtained or made and complete copies of which have been provided
to the Administrative Agent.

         (q) There is no pending or threatened, nor any reasonable basis for
any, action, suit or proceeding against or affecting the Seller, its officers or
directors, or the property of the Seller, in any court or tribunal, before any
arbitrator of any kind or before or by any Governmental Authority and no
injunction, writ, restraining order or other order of any nature adverse to the
Seller or the conduct of its business or which is inconsistent with the due
consummation of the transactions contemplated by this Agreement or the Related
Documents has been issued by a Governmental Authority nor been sought by any
Person.

         (r) The principal place of business and chief executive office of the
Seller, and the office where the Seller keeps its Records and the original
copies of the Contracts are located at the address of the Seller for notices
under Section 10.1, and there are currently no, and during the past four months
(or such shorter time as the Seller has been in existence) there have not been,
any other locations where the Seller is located (as that term is used in the UCC
of the jurisdiction where such principal place of business is located) or keeps
Records except as set forth on the attached Schedule 2. The Seller does not have
and has never conducted business using tradenames, fictitious names, assumed
names or "doing business as" names. The Seller does not have any Subsidiaries.

         (s) The Seller is solvent and will not become insolvent after giving
effect to the transactions contemplated by this Agreement and the Receivables
Sale Agreement. The Seller has no Debts to any Person other than pursuant to
this Agreement and the Related Documents. The Seller, after giving effect to the
transactions contemplated by this Agreement and the Related Documents, will have
an adequate amount of capital to conduct its business in the foreseeable future.

         (t) For federal income tax, reporting and accounting purposes, the
Seller will treat the purchase or absolute assignment of each Pool Receivable
pursuant to the Receivables Sale Agreement as a purchase or absolute assignment
of the Originator's full right, title and ownership interest in such Pool
Receivable to the Seller (and those Receivables contributed to the Seller by the
Originator pursuant to the Receivables Sale Agreement shall be accounted for as
an increase in the stated capital of the Seller) and the Seller has not in any
other manner accounted for or treated such transactions.

         (u) The Seller has complied in all material respects with all
applicable laws, rules, regulations and orders with respect to it, its
businesses and properties and all Receivables and related contracts and the
performance of its obligations hereunder and pursuant to the Related Documents.

         (v) The Seller has filed on a timely basis all tax returns (federal,
state and local) required to be filed, is not liable for taxes payable by any
other Person and has paid or made

                                       12

<PAGE>

adequate provisions for the payment of all taxes, assessments and other
governmental charges due from the Seller.

         (w) No transaction contemplated by this Agreement requires compliance
with any bulk sales act or similar law.

         (x) No provision of the Receivables Sale Agreement, any Related
Document, or the Seller's articles or certificate of incorporation or by-laws,
has been amended, modified or waived from the form of such documents delivered
to the Administrative Agent pursuant to Section 3.1.

         (y) All information heretofore or hereafter furnished by or on behalf
of the Seller to the Administrative Agent or the Purchaser in connection with
this Agreement or any transaction contemplated hereby, including, without
limitation, any information contained in any Request Notice or Officer's
Certificate is and will be true and complete in all material respects and does
not and will not omit to state a material fact necessary to make the statements
contained therein not misleading.

         SECTION 4.2. REPRESENTATIONS AND WARRANTIES OF THE SELLER WITH RESPECT
TO THE POOL RECEIVABLES.

         With respect to each Receivable designated as an Eligible Receivable,
the Seller represents and warrants to the Purchaser as of each Business Day
(including any Purchase Date) that each such Receivable is an Eligible
Receivable.

         SECTION 4.3. REPRESENTATIONS AND WARRANTIES OF THE SERVICER.

         The Servicer hereby represents and warrants to the Purchaser as of the
date hereof and throughout the term of this Agreement that the representations
and warranties contained in Section 3(a) through (e), (h), and (j) through (n)
of the Receivables Sale Agreement are true and correct as to it as Servicer.

         SECTION 4.4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.

         The Purchaser hereby represents as follows:

         (a) The Purchaser is a limited partnership, duly organized, validly
existing and in good standing under the laws of the State of Delaware and is
duly qualified to do business, is in good standing, in each jurisdiction in
which the nature of its business requires it to be so qualified, has the power
and authority to execute and deliver this Agreement and to perform the
transactions contemplated hereby and thereby. The Purchaser has complied in all
material respects with all applicable laws, rules, regulations, and orders with
respect to it, its business and properties, and the performance of its
obligations hereunder.

         (b) The execution and delivery by the Purchaser of this Agreement and
the performance by the Purchaser of the transactions contemplated hereby and
thereby (i) have been duly authorized by all necessary partnership or other
action on the part of the Purchaser, (ii) do not contravene or

                                       13

<PAGE>

cause the Purchaser to be in default under (A) the Purchaser's limited
partnership agreement, or (B) any law, rule, regulation, order, license
requirement writ, judgment, award, injunction, or decree applicable to, binding
on or affecting it or its property.

         (c) This Agreement has been duly executed and delivered by the
Purchaser and constitutes the legal, valid and binding obligation of the
Purchaser enforceable against it in accordance with its terms, subject to the
effect of bankruptcy, insolvency and similar laws and to general principles of
equity.

                                    ARTICLE V

                                    COVENANTS

         SECTION 5.1. AFFIRMATIVE COVENANTS OF THE SELLER.

         The Seller shall, unless the Purchaser and the Liquidity Agent shall
otherwise consent in writing:

         (a) operate its business such that its representations and warranties
in Section 4.1 shall be true and correct at all times and notify the
Administrative Agent promptly in writing if any such provision ceases to be true
and correct;

         (b) use the proceeds of the Purchases made under the Receivables
Purchase Agreement solely for (i) the purchase of Receivables from the
Originator, (ii) payment of dividends to its shareholder, and (iii) payment of
administrative expenses;

         (c) permit the Administrative Agent to make or cause to be made (and,
after the occurrence of and during the continuance of a Termination Event, at
the Seller's expense) inspections and audits of any books, records and papers of
the Seller and shall cause the Originator to permit the Administrative Agent to
make or cause to be made (and, after the occurrence of and during the
continuance of a Termination Event, at the Seller's expense) inspections and
audits of any books, records and papers of the Originator and to make extracts
therefrom and copies thereof, or to make inspections and examinations of any
properties and facilities of the Seller and shall cause the Originator to permit
the Administrative Agent to make extracts therefrom and copies thereof, or to
make inspections and examinations of any properties and facilities of the
Originator, on reasonable notice, at all such reasonable times and as often as
required in order to assure that the Seller is and will be in compliance with
its obligations under this Agreement and the Related Documents;

         (d) comply or direct the Servicer to comply with the terms of the
Contracts and perform or direct the Servicer to perform its obligations, if any
thereunder, in accordance with the provisions of the Contract;

         (e) comply and direct the Servicer to comply with the Credit and
Collection Policies; and

                                       14

<PAGE>

         (f) inform the Administrative Agent of any ERISA "reportable events".

         SECTION 5.2. NEGATIVE COVENANTS OF THE SELLER.

         The Seller shall not, unless the Purchaser and the Liquidity Agent
shall otherwise consent in writing:

         (a) sell, assign (by operation of law or otherwise) or otherwise
dispose of, or create or suffer to exist any Adverse Claim upon or with respect
to, or assign any right to receive income in respect of, (i) any Pool Receivable
or related Contract with respect thereto, or upon or with respect to the Lockbox
Account or the Collection Account, or any other account in which any Collections
of any Pool Receivable are deposited, (ii) any Receivables Interest or (iii) any
of the Seller's property; provided, however, the Seller may, in the ordinary
course of its operations and in compliance with its business purposes set forth
in its certificate of incorporation and as permitted by law, at any time prior
to the existence of a Termination Event, pay dividends and pay for its ordinary
operations;

         (b) extend, amend, forgive, discharge, compromise, cancel or otherwise
modify the terms of the Receivables Sale Agreement, any Related Document or of
any Pool Receivable, or amend, modify or waive any term or condition of any
Contract related thereto; and

         (c) amend its certificate of incorporation, its by-laws or any other
organizational documents, any Related Document or the Credit and Collection
Policies.

         SECTION 5.3. REPORTING REQUIREMENTS OF THE SELLER.

         The Seller shall furnish, or cause to be furnished, to the
Administrative Agent each report described in Annex IV hereto, at the times set
forth therein.

         SECTION 5.4. CHANGE OF OWNERSHIP OF THE SELLER.

         The Seller shall not, without the written consent of the Purchaser and
the Administrative Agent, merge with or into, consolidate with or into, convey,
transfer, lease or otherwise dispose of all or substantially all of its assets
(whether now owned or hereafter acquired) to, or acquire all or substantially
all of the assets or capital stock or other ownership interest of, any Person
(whether in one transaction or in a series of transactions).

         SECTION 5.5 AGREEMENTS OF THE ADMINISTRATIVE AGENT.

         The Administrative Agent agrees during the term of this Agreement as
follows:

         (a) It will use its reasonable efforts to effect the renewal of the
Liquidity Agreement.

         (b) It will request, on behalf of the Purchaser, to the extent an
advance is permitted to be made under the Liquidity Agreement, an advance under
the Liquidity Agreement to effect

                                       15

<PAGE>

Purchases hereunder no later than 12 noon on any Purchase Date, to the extent
any Purchase is not funded by the issuance of the Purchaser's short-term
commercial paper notes.

         (c) It will, upon receipt to the Collateral Account of the proceeds of
any draw referred to in subsection 5.5(b), institute one or more wire transfers
of such funds to the account of the Seller specified to the Administrative Agent
pursuant to Section 2.2(c) by 3:00 p.m. (New York City time) on such Purchase
Date. The Administrative Agent shall have no liability hereunder to the extent
either (i) no funds have been received under the Liquidity Agreement as
contemplated by subsection 5.5(b) or (ii) funds are not received by the Seller
if the wire transfer has been initiated in conformance herewith.

                                   ARTICLE VI

                                  THE SERVICER

         SECTION 6.1. APPOINTMENT OF THE SERVICER; SUBSERVICERS.

         (a) The Purchaser hereby appoints the Servicer as its agent to service
the Pool Receivables and enforce its rights and interests in and under each Pool
Receivable and each related Contract and to serve in such capacity for each
Collection Period unless earlier terminated by the Purchaser in the Purchaser's
sole discretion by delivery to the Servicer of written termination notice from
the Administrative Agent (any such termination to be effective on the date set
forth in such termination notice). The Servicer hereby agrees to perform the
duties and obligations with respect thereto set forth herein. The Servicer may
not delegate any of its duties hereunder or otherwise sub-contract with any
Person for the collection, servicing or administration of the Pool Receivables,
except to CIT Corporation or such other Persons as may be reasonably approved by
the Administrative Agent and in no such case shall any delegation or
sub-contracting relieve the Servicer from its responsibilities hereunder.

         (b) The Servicer shall perform its obligations pursuant to this
Agreement on behalf of and for the benefit of the Purchaser in accordance with
the terms of this Agreement, the respective Contracts and applicable law in the
same manner in which, and with the same care, skill, prudence and diligence with
which, it services and administers similar receivables for its own account.

         (c) Documents relating to Pool Receivables shall be held in trust by
the Servicer for the benefit of the Purchaser and assignees as the owners
thereof, and possession of any incident of ownership relating to the Pool
Receivables so retained is for the sole purpose of facilitating the servicing of
the Pool Receivables. Such retention and possession thereof is at the will of
the Purchaser and its assignees and in a custodial capacity for their benefit
only.

         (d) Each of the Seller and the Purchaser hereby authorizes the Servicer
(including any successor thereto) to take any and all reasonable steps in its
name and on its behalf necessary or desirable and not inconsistent with the
ownership of the Pool Receivables by the Purchaser and the pledge by the Seller
to the Purchaser of the Pool Receivables in the determination of the Servicer,
to collect all amounts due under any and all Pool Receivables. The Originator,
the

                                       16

<PAGE>

Seller and the Purchaser shall furnish the Servicer (and any successors thereto)
with any powers of attorney and other documents necessary or appropriate to
enable the Servicer to carry out its servicing and administrative duties
hereunder, and shall cooperate with the Servicer to the fullest extent in order
to ensure the collectibility of the Pool Receivables. In no event shall the
Servicer be entitled to make the Purchaser or the Administrative Agent a party
to any litigation without such party's express prior written consent.

         SECTION 6.2. SERVICING FEES.

         As compensation for its servicing activities hereunder and as
reimbursement for its expenses in connection therewith, the Servicer shall be
entitled to receive, monthly in arrears, on each Settlement Date, the Servicing
Fee. The Servicer shall be required to pay for all expenses incurred by the
Servicer in connection with its activities hereunder (including any payments to
accountants, counsel or any other Person) and shall not be entitled to any
payment therefor other than the Servicing Fee.

         SECTION 6.3. NEGATIVE COVENANTS OF THE SERVICER.

         The Servicer shall not, without the written consent of the Purchaser:

         (a) sell, assign (by operation of law or otherwise) or otherwise
dispose of, or create or suffer to exist any Adverse Claim upon or with respect
to (and any such purported disposition shall be null and void), any Pool
Receivable or related Contract with respect thereto, any Receivables Interest,
or upon or with respect to the Collection Account or any other account to which
any Collections of any Receivable are deposited, or assign any right to receive
income in respect thereof;

         (b) make any change in the Originator's instructions to the Obligor of
any Pool Receivable to make payments to the account specified to the Originator
by the Administrative Agent;

         (c) consolidate with or merge into any other Person or convey or
transfer its properties and assets substantially as an entirety to any Person,
unless:

                  (i) the Person formed by such consolidation or into which the
         Servicer is merged or the Person which acquires by conveyance or
         transfer the properties and assets of the Servicer substantially as an
         entirety, shall be, if the Servicer is not the surviving entity,
         organized and existing under the laws of the United States of America
         or any State or the District of Columbia and shall expressly assume, by
         an agreement supplemental hereto, executed and delivered to the
         Administrative Agent in form satisfactory to the Administrative Agent,
         the performance of every covenant and obligation of the Servicer
         hereunder, and shall benefit from all the rights granted to the
         Servicer, as applicable hereunder;

                  (ii) the Servicer has delivered to the Administrative Agent an
         Officer's Certificate and an opinion of counsel each stating that such
         consolidation, merger,

                                       17

<PAGE>

         conveyance or transfer and such supplemental agreement comply with this
         Agreement and that all conditions precedent herein provided for
         relating to such transaction have been complied with and, in the case
         of the opinion of counsel, that such supplemental agreement is legal,
         valid and binding with respect to the Servicer;

                  (iii) the Servicer shall have delivered notice of such
         consolidation, merger, conveyance or transfer to the Administrative
         Agent; and

                  (iv) after giving effect thereto, no Termination Event or an
         event which with notice or lapse of time or both would constitute a
         Termination Event shall have occurred.

         (d) extend, amend, forgive, discharge, compromise, cancel or otherwise
modify the terms of any Related Document to which it is a party or of any Pool
Receivable, or amend, modify or waive any term or condition of any Contract
related thereto.

         SECTION 6.4. REPORTING.

         During the term of this Agreement, the Servicer shall furnish to the
Purchaser and the Administrative Agent each report described in Annex V hereto,
at the times set forth therein. The Servicer shall provide prompt written notice
to the Administrative Agent of any default by the Servicer under any instrument
or agreement evidencing, securing or providing for the issuance of Debt of the
Servicer in a Material Amount, such notice to specify the nature of such default
in reasonable detail.

         SECTION 6.5. COVENANTS OF THE SERVICER REGARDING THE POOL RECEIVABLES
AND SERVICING RECORDS.

         The Servicer shall, for not less than three years or for such longer
period as may be required by law, from the date on which any Pool Receivable
arose, maintain the Records with respect to each Pool Receivable, including
records of all payments received, credits granted and merchandise returned. The
Servicer will permit representatives of the Purchaser at any time and from time
to time during normal business hours, and at such times outside of normal
business hours as the Purchaser shall reasonably request, (i) to inspect and
make copies of and abstracts from such records, and (ii) to visit the properties
of the Servicer utilized in connection with the collection, processing or
servicing of the Pool Receivables for the purpose of examining such Records, and
to discuss matters relating to the Receivables or the Servicer's performance
under this Agreement with any officer or employee of the Servicer having
knowledge of such matters. In connection therewith, the Purchaser may institute
procedures to permit it to confirm balances in respect of any Pool Receivables.
The Servicer agrees to render to the Purchaser such clerical and other
assistance as may be reasonably requested with regard to the foregoing. If a
Termination Event shall have occurred and be continuing the Servicer shall
promptly upon request therefor deliver to the Purchaser records reflecting
activity through the close of business on the Business Day immediately preceding
the occurrence of such Termination Event and turn over to the Purchaser or to
its representatives all of the Servicer's books and records pertaining to the
Pool Receivables, including all Records.

                                       18

<PAGE>

         SECTION 6.6. SERVICER NOT TO RESIGN.

         The Servicer shall not resign from the obligations and duties hereby
imposed on it except upon determination that (a) the performance of its duties
hereunder has become impermissible under applicable law, and (b) there is no
reasonable action which the Servicer could take to make the performance of its
duties hereunder permissible under applicable law. Any such determination
permitting the resignation of the Servicer shall be evidenced as to clause (a)
above by an opinion of counsel to such effect delivered to the Purchaser. No
such resignation shall become effective until a successor Servicer shall have
assumed the responsibilities and obligations of the Servicer in accordance
herewith.

         SECTION 6.7. INDEMNITIES BY THE SERVICER.

         (a) Without limiting any other rights that an Indemnified Party may
have hereunder or under applicable law, the Servicer hereby agrees to indemnify
each Indemnified Party from and against any and all Indemnified Amounts which
may be imposed on, incurred by or asserted against an Indemnified Party in any
way arising out of or relating to any breach of the Servicer's obligations under
this Agreement. Without limiting or being limited by the foregoing, the Servicer
shall pay on demand to each Indemnified Party any and all amounts necessary to
indemnify such Indemnified Party from and against any and all Indemnified
Amounts relating to or resulting from:

                  (i) reliance on any representation or warranty made or deemed
         made by the Servicer (or any of its officers) under or in connection
         with this Agreement, any Related Document or any report or other
         information delivered by the Servicer pursuant hereto which shall have
         been incorrect in any material respect when made or deemed made or
         delivered; or

                  (ii) the failure by the Servicer to comply with any term,
         provision or covenant contained in this Agreement, any Related Document
         or any agreement executed by it in connection with this Agreement or
         with any applicable law, rule or regulation with respect to any Pool
         Receivable or its related Contract, or the imposition of any Adverse
         Claim (except as permitted hereunder) with respect to a Pool Receivable
         as a result of the Servicer's actions hereunder.

         (b) Any Indemnified Amounts subject to the indemnification provisions
of this Section 6.7 shall be paid to the Indemnified Party within five Business
Days following demand therefor.

         SECTION 6.8. APPOINTMENT OF THE SUCCESSOR SERVICER.

         In connection with any termination of the Servicer's responsibilities
under this Agreement, the Administrative Agent shall (a) succeed to and assume
all of the Servicer's responsibilities, rights, duties and obligations as
Servicer (but not in any other capacity, including specifically not its
obligations under Section 6.7) under this Agreement (and except that the
Administrative Agent makes no representations and warranties pursuant to Section
4.3),

                                       19

<PAGE>

or (b) appoint a successor servicer to the Servicer which shall be acceptable to
the Purchaser and shall succeed to all rights and assume all of the
responsibilities, duties and liabilities of the Servicer under this Agreement
(the Administrative Agent, in such capacity, or such successor servicer being
referred to as the "SUCCESSOR SERVICER"); PROVIDED, that the Successor Servicer
shall have no responsibility for any actions of the Servicer prior to the date
of its appointment as Successor Servicer. In selecting a Successor Servicer, the
Administrative Agent may obtain bids from any potential Successor Servicer and
may agree to any bid it deems appropriate and consistent with the servicing fees
charged by servicers providing similar services. The Successor Servicer shall
accept its appointment by executing, acknowledging and delivering to the
Administrative Agent, the Purchaser and the Seller an instrument in form and
substance acceptable to the Administrative Agent and the Purchaser.

         SECTION 6.9. DUTIES OF THE SERVICER FOLLOWING APPOINTMENT OF A
SUCCESSOR SERVICER.

         At any time following the appointment of a Successor Servicer, Servicer
agrees that it will terminate its activities as Servicer hereunder in a manner
acceptable to the Purchaser and the Successor Servicer so as to facilitate the
transfer of servicing to the Successor Servicer including, without limitation,
timely delivery to the Successor Servicer, at a place selected by the Successor
Servicer, of all Servicing Records and other information with respect to the
Pool Receivables. The Servicer shall account for all funds and shall execute and
deliver such instruments and do such other things as may reasonably be required
to more fully and definitely vest and confirm in the Successor Servicer all
rights, powers, duties, responsibilities, obligations and liabilities of the
Servicer.

         SECTION 6.10. EFFECT OF TERMINATION OR RESIGNATION.

         Any termination or resignation of the Servicer under this Agreement
shall not affect any claims that the Purchaser or the Administrative Agent may
have against the Servicer for events or actions taken or not taken by the
Servicer arising prior to any such termination or resignation.

                                   ARTICLE VII

                               TERMINATION EVENTS

         SECTION 7.1. TERMINATION EVENTS.

         If any of the following events (each, a "TERMINATION EVENT") shall
occur and be continuing:

         (a) (i) the Seller shall default in the payment of any amount owed by
it hereunder and such failure shall remain unremedied for two Business Days, or
(ii) the Seller or the Servicer shall fail to perform or observe any other term,
covenant or agreement contained in this Agreement and such failure shall remain
unremedied for ten Business Days, in each case after written notice thereof
shall have been given by the Administrative Agent to the Seller or the Servicer,
as the case may be;

                                       20

<PAGE>


         (b) a default shall have occurred and be continuing under any
instrument or agreement evidencing, securing or providing for the issuance of
Debt of the Originator or the Servicer in a Material Amount or Debt of the
Seller in any amount, and such failure has continued for a period in excess of
any applicable grace period (without giving effect to any waiver or extension of
such grace period);

         (c) (i) a court or governmental agency having jurisdiction in the
premises shall enter a decree or order for relief in respect of any of the
Originator, the Servicer or the Seller in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or appoint a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of any of the Originator, the Servicer or the
Seller or for any substantial part of any of their respective property or
ordering the winding up or liquidation of any of the Originator's, the
Servicer's or the Seller's affairs; or (ii) an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect is commenced against any of the Originator, the Servicer or the Seller;
or (iii) any of the Originator, the Servicer or the Seller shall commence a
voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or consent to the entry of an order for relief in an
involuntary case under any such law, or consent to the appointment or taking
possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator
or similar official of such Person or any substantial part of its property or
make any general assignment for the benefit of creditors; or (iv) any of the
Originator, the Servicer or the Seller shall admit in writing its inability to
pay its debts generally as they become due or any action shall be taken by such
Person in furtherance of any of the aforesaid purposes; or (v) the Originator,
the Servicer or the Seller shall take any corporate action to authorize any of
the actions set forth in this subsection;

         (d) judgments or orders for the payment of money in excess of the
Originator Judgment Amount in the aggregate against the Originator, the Servicer
or any of their respective Affiliates (other than such judgments or orders in
respect of which adequate insurance is maintained for the payment thereof after
giving effect to any deductible) shall remain unpaid, unstayed on appeal,
undischarged, unbonded or undismissed for a period of 30 days or more;

         (e) a judgment or order for the payment of money is rendered against
the Seller;

         (f) there is a material breach of any of the representations and
warranties of either (i) the Seller set forth in Section 4.1 or 4.2 or (ii) of
the Servicer set forth in Section 4.3;

         (g) any Governmental Authority (including the Internal Revenue Service
or the Pension Benefit Guaranty Corporation) shall file notice of a lien with
regard to any assets of the Originator (other than a lien (i) limited by its
terms to assets other than Receivables and (ii) not materially adversely
affecting the financial condition of the Originator or the Originator's ability
to perform as Servicer hereunder);

         (h) any Governmental Authority (including the Internal Revenue Service
or the Pension Benefit Guaranty Corporation) shall file notice of a lien with
regard to any of the assets of the Seller;

                                       21

<PAGE>

         (i) the Administrative Agent shall have reasonably determined in good
faith that any event which materially adversely affects the collectibility of
the Receivables has occurred, or that any other event which materially adversely
affects the financial condition of the Seller or the ability of the Seller to
perform hereunder has occurred;

         (j) (i) the Receivables Sale Agreement shall for any reason cease to
evidence the transfer to the Seller (or its assignees or transferees) of the
legal and equitable title to, and beneficial ownership of, the Pool Receivables
or any Receivables Interest or (ii) this Agreement shall for any reason cease to
evidence the transfer to the Purchaser of the legal and equitable title to, and
beneficial ownership of, and a first priority perfected interest in the Pool
Receivables;

         (k) the Receivables Sale Agreement shall have been amended or
terminated without the written consent of the Purchaser and the Administrative
Agent;

         (l) the Administrative Agent shall have determined that the purchase of
Receivables Interests hereunder is impracticable due to a lowering or withdrawal
of any of the ratings assigned to the Commercial Paper or restrictions in the
amount of Pool Receivables it may purchase;

         (m) the aggregate Receivables Interest exceeds the Maximum Investment
Percentage for a period of fifteen (15) consecutive days;

         (n) an event of default or an event which with the giving of notice or
the passage of time, or both, would constitute an event of default shall have
occurred under either of the Liquidity Agreement or the Collateral Agreement;

         (o) the Servicer shall assign or purport to assign any of its
obligations hereunder or under the Receivables Sale Agreement without the prior
written consent of the Administrative Agent; or

         (p) the Capital Investment exceeds the Purchase Limit for any two
consecutive Business Days;

then, and in any such event, the Administrative Agent on behalf of the Purchaser
may, and at the direction of the Liquidity Agent will, by written notice to the
Seller, declare the Purchase Termination Date to have occurred, whereupon the
Purchase Termination Date shall forthwith occur, without demand, protest or
further notice of any kind, all of which are hereby expressly waived by the
Seller; PROVIDED, that in the event that any of the Termination Events described
in subsection (c)(i), (iii), (iv) or (v) herein shall have occurred, the
Purchase Termination Date shall automatically occur, without demand, protest or
any notice of any kind, all of which are hereby expressly waived by the Seller.

                                       22

<PAGE>

         SECTION 7.2. ACTIONS UPON TERMINATION EVENT.

         If any Termination Event shall have occurred and be continuing and the
Purchaser shall have declared the Purchase Termination Date to have occurred or
the Purchase Termination Date shall have been deemed to have occurred pursuant
to Section 7.1, then the Purchaser or, the Administrative Agent on behalf of the
Purchaser, may exercise, in addition to any and all other rights and remedies
otherwise available to it, all of the rights and remedies of a purchaser under
the UCC (such rights and remedies to be cumulative and nonexclusive).

                                  ARTICLE VIII

                                 INDEMNIFICATION

         SECTION 8.1. INDEMNITIES BY THE SELLER.

         (a) Without limiting any other rights that the Purchaser, the
Administrative Agent or any director, officer, employee or agent of such party
(each an "INDEMNIFIED PARTY") may have hereunder, or under applicable law, the
Seller hereby agrees to indemnify each Indemnified Party from and against any
and all claims, losses, liabilities, obligations, damages, penalties, actions,
judgments, suits, and related costs and expenses of any nature whatsoever
(including reasonable legal fees and disbursements) (other than taxes imposed or
measured by the net income of the Purchaser or any Administrative Agent in the
jurisdiction in which such party has its principal office), which may be imposed
on, incurred by or asserted against an Indemnified Party in any way arising out
of or relating to any breach of the Seller's obligations under this Agreement,
excluding, however, Indemnified Amounts to the extent resulting solely from
gross negligence or willful misconduct on the part of such Indemnified Party
(all of the foregoing being collectively referred to as "INDEMNIFIED AMOUNTS").
Without limiting or being limited by the foregoing, the Seller shall pay on
demand to each Indemnified Party any and all amounts necessary to indemnify such
Indemnified Party from and against any and all Indemnified Amounts relating to
or resulting from:

                  (i) reliance on any representation or warranty made or deemed
         made by the Seller (or any of its officers) under or in connection with
         this Agreement, any Related Document or any report or other information
         delivered by the Seller pursuant hereto or thereto which shall have
         been incorrect in any material respect when made or deemed made or
         delivered; or

                  (ii) the failure by the Seller to comply with any term,
         provision or covenant contained in this Agreement, any Related Document
         or any agreement executed by it in connection with this Agreement or
         with any applicable law, rule or regulation with respect to any Pool
         Receivable or its related Contract, or the nonconformity of any Pool
         Receivable or its related Contract with any such applicable law, rule
         or regulation.

                                       23

<PAGE>


         (b) Any Indemnified Amounts subject to the indemnification provisions
of this Section 8.1 shall be paid to the Indemnified Party within five Business
Days following demand therefor.

         (c) The Seller certifies that it may assign the rights of indemnity
granted to it by the Originator under the Receivables Sale Agreement to the
Purchaser and the Purchaser may in turn assign such rights. The Seller hereby
assigns to the Purchaser such rights of indemnity. The Originator hereby
acknowledges such assignment and agrees that the Purchaser may enforce such
indemnities directly without joinder of the Seller.

                                   ARTICLE IX

                            THE ADMINISTRATIVE AGENT

         SECTION 9.1. AUTHORIZATION AND ACTION.

         The Administrative Agent may take such action and carry out such
functions under this Agreement as are specified by the terms of this Agreement
or otherwise contemplated hereby or thereby or are reasonably incidental thereto
or are delegated to it by the Purchaser under this Agreement or otherwise;
PROVIDED, that the duties of the Administrative Agent hereunder shall be
determined solely by the express provisions of this Agreement and any permissive
right of the Administrative Agent hereunder shall not be construed as a duty.

         SECTION 9.2. RELIANCE, ETC.

         None of the Administrative Agent, any Affiliate thereof nor any of
their respective directors, officers, agents or employees will be liable for any
action taken or omitted to be taken by any of them under or in connection with
this Agreement, or the Related Documents, except when caused solely by their own
gross negligence or willful misconduct. Without limiting the generality of the
foregoing or notwithstanding any term or provision hereof to the contrary, the
Seller, the Servicer and the Purchaser hereby acknowledge and agree that the
Administrative Agent: (a) acts as agent hereunder for the Purchaser, and has no
duties or obligations to, will incur no liabilities or obligations to, and does
not act as an agent in any capacity for, the Seller or the Originator, (b) may
consult with legal counsel, 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 the advice of such counsel,
accountants or experts, (c) makes no warranty or representation hereunder and
shall not be responsible for any statements, warranties or representations made
in or in connection with this Agreement or the Related Documents, (d) 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 or the Related
Documents on the part of the Seller, the Servicer or the Purchaser or to inspect
the property (including the books and records) of the Seller, the Servicer or
the Purchaser, (e) shall not be responsible to the Seller, the Servicer or the
Purchaser for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement or any other instrument or
document furnished pursuant hereto (including the Related Documents), (f) shall
incur no liability under or in respect of this

                                       24

<PAGE>

Agreement or the Related Documents by acting upon any notice or communication
(including a communication by telephone), consent, certificate or other
instrument or writing believed by it to be genuine and signed, sent or
communicated by the proper party or parties and (g) shall not be bound to make
any investigation into the facts or matters stated in any notice or other
communication hereunder and may rely on the accuracy of such facts or matters.

         SECTION 9.3. CAPITAL USA, L.L.C. AND AFFILIATES.

         Capital USA, L.L.C. and its Affiliates may generally engage in any kind
of business with the Seller, the Originator, the Servicer, the Purchaser or any
Obligor any of their respective Affiliates and any Person who may do business
with or own securities of such parties or any of their respective Affiliates,
all as if Capital USA, L.L.C. were not the Administrative Agent, and without the
duty to account therefor to the Seller, the Originator, the Servicer, the
Purchaser or any other Person.

         SECTION 9.4. COMMUNICATION WITH OBLIGORS.

         Each of the Seller, the Originator and the Servicer acknowledge and
agree that the Administrative Agent may confirm the status and outstanding
amount of any Receivable with the Obligor thereof.


                                    ARTICLE X

                                  MISCELLANEOUS

         SECTION 10.1. NOTICES, ETC.

         All notices and other communications provided for hereunder, unless
otherwise stated herein, shall be in writing and mailed or telecommunicated, or
delivered as to each party hereto, at its address set forth on Schedule 3 or at
such other address as shall be designated by such party in a written notice to
the other parties hereto. All such notices and communications shall not be
effective until received by the party to whom such notice or communication is
addressed.

         SECTION 10.2. BINDING EFFECT; ASSIGNABILITY; SURVIVAL.

         This Agreement shall be binding upon and inure to the benefit of the
Seller, the Originator, the Servicer, the Purchaser, the Administrative Agent
and their respective permitted successors and assigns. None of the Seller, the
Originator or the Servicer may assign any of their rights and obligations
hereunder or any interest herein without the prior written consent of the
Purchaser and the Administrative Agent. The Purchaser and the Administrative
Agent may, at any time, without the consent of the Seller, the Originator or the
Servicer assign any of their respective rights and obligations hereunder or
interest herein to any Person and, in such respect, specific references in this
Agreement to assignees of the Purchaser or the Administrative Agent are for
convenience only and not by way of limitation of such general rights. Any such
assignee may further assign at any time its rights and obligations hereunder or
interests herein without the

                                       25

<PAGE>

consent of the Seller, the Originator or the Servicer. Without limiting the
generality of the foregoing, the Purchaser hereby notifies the Seller, the
Originator and the Servicer that it intends to fund its purchases of Receivables
under this Agreement through the issuance of Commercial Paper and intends to
assign its interests hereunder to a collateral agent or trustee for the holders
of the Commercial Paper and the lenders or purchasers under the Liquidity
Agreement. The Seller, the Originator and the Servicer agree to reasonably
cooperate with the Purchaser and the Administrative Agent in all matters
facilitating such assignments. This Agreement shall create and constitute the
continuing obligations of the parties hereto in accordance with its terms, and
shall remain in full force and effect until its termination; PROVIDED, that the
rights and remedies with respect to any breach of any representation and
warranty made by the Seller, the Originator or the Servicer pursuant to Article
IV and the indemnification and payment provisions of Article VIII shall be
continuing and shall survive any termination of this Agreement.

         SECTION 10.3. COSTS, EXPENSES AND TAXES.

         (a) In addition to the rights of indemnification under Section 8.1
hereof, the Seller agrees to pay to the Purchaser, upon demand, the Seller's
Share of all Additional Liquidity Costs and reasonable out-of-pocket costs and
expenses and taxes (other than taxes imposed or measured by the net income of
the Purchaser or any Administrative Agent in the jurisdiction in which the
Purchaser or the Administrative Agent, as the case may be, has its principal
office) incurred by the Purchaser or the Administrative Agent in connection with
the administration (including periodic auditing, Rating Agency requirements,
modification and amendment) of this Agreement, the Related Documents and the
other documents to be delivered hereunder, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for the Purchaser and the
Administrative Agent with respect thereto and with respect to advising the
Purchaser and the Administrative Agent as to its rights and remedies under this
Agreement, the Related Documents and the other agreements executed pursuant
hereto (collectively, "OTHER COSTS"). The Seller further agrees to pay within
five Business Days after demand all reasonable costs, counsel fees and expenses
in connection with the negotiation, preparation, execution and delivery and/or
enforcement (whether through negotiation, legal proceedings or otherwise) of
this Agreement, the Related Documents and the other agreements and documents to
be delivered hereunder, including, without limitation, reasonable counsel fees
and expenses in connection with the enforcement of rights under this Section
10.3; PROVIDED, however, that legal fees for the negotiation, preparation,
execution and delivery of this Agreement and the Related Documents shall not
exceed the amount set forth in the commitment letter (the "Cap"), expenses shall
be in addition to the Cap.

         (b) The Administrative Agent will notify the Seller of any event
occurring after the date of this Agreement that will result in Other Costs as
promptly as practicable after the Administrative Agent obtains knowledge thereof
and will provide the Seller with a notice setting forth the basis and amount of
each such determination, which determination shall be conclusive.

         (c) If the Seller, the Originator or the Servicer fails to perform any
agreement or obligation contained herein, the Purchaser or the Administrative
Agent may (but shall not be required to) itself perform, or cause performance
of, such agreement or obligation, and the

                                       26

<PAGE>

expenses of such party incurred in connection therewith shall be payable by the
party which has failed to so perform upon such party's demand therefor.

         SECTION 10.4. CONFIDENTIALITY.

         Except to the extent otherwise required by applicable law or unless the
Purchaser shall otherwise consent in writing, each of the Seller, the Originator
and the Servicer agrees to maintain the confidentiality of this Agreement (and
all drafts hereof and documents ancillary hereto [and thereto]) in its
communications with third parties and otherwise and not to disclose, deliver or
otherwise make available to any third party (other than its directors, officers,
employees, accountants or counsel) the original or any copy of all or any part
of this Agreement (or any draft hereof and documents ancillary hereto).

         SECTION 10.5. NO PROCEEDINGS.

         The Seller, the Originator and the Servicer each hereby agree that it
will not, directly or indirectly, institute, or cause to be instituted, against
the Purchaser or the general partner of the Purchaser any proceeding of the type
referred to in Section 7.1(c) so long as there shall not have elapsed one year
plus one day since the latest maturing Commercial Paper have been paid in full
in cash. The Originator, the Servicer, the Purchaser and the Administrative
Agent each hereby agree that it will not, directly or indirectly, institute, or
cause to be instituted, against the Seller any proceeding of the type referred
to in Section 7.1(c) so long as there shall not have elapsed one year plus one
day since the termination of this Agreement. The requirements of this Section
10.5 shall survive the termination and assignment of this Agreement. The
Administrative Agent shall provide the Originator with written notice of the
maturity date of such latest maturing Commercial Paper.

         SECTION 10.6. AMENDMENTS; WAIVERS; CONSENTS; REMEDIES.

         No modification, amendment or waiver of or with respect to any
provision of this Agreement, the Related Documents or any other agreements,
instruments and documents delivered pursuant hereto, nor consent to any
departure by the Seller, the Originator or the Servicer from any of the terms or
conditions thereof, shall be effective unless it shall be in writing and signed
by each of the parties hereto. Any waiver or consent shall be effective only in
the specific instance and for the purpose for which given. No consent to or
demand on the Seller, the Originator or the Servicer in any case shall, in
itself, entitle it to any other consent or further notice or demand in similar
or other circumstances. This Agreement, the Related Documents and the documents
referred to therein embody the entire agreement among the Seller, the Purchaser,
the Originator, the Administrative Agent and the Servicer and supersede all
prior agreements and understandings relating to the subject hereof. No failure
on the part of the Purchaser or the Administrative Agent to exercise, and no
delay in exercising, any right hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right hereunder preclude any other
or further exercise thereof or the exercise of any other right. The remedies
herein provided are cumulative and not exclusive of any other remedies provided
by law.

                                       27

<PAGE>

         SECTION 10.7. SEVERABILITY.

         In case any provision in or obligation under this Agreement shall be
invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions or obligations, shall not in any
way be affected or impaired thereby in such jurisdiction and the validity,
legality and enforceability of the remaining provisions or obligations, shall
not be impaired thereby in any other jurisdiction.

         SECTION 10.8. DESCRIPTIVE HEADINGS.

         The descriptive headings of the various sections of this Agreement are
inserted for convenience of reference only and shall not be deemed to affect the
meaning or construction of any of the provisions hereof.

         SECTION 10.9. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY
TRIAL.

         (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE INTERNAL LAWS (AS OPPOSED TO CONFLICT OF LAWS PROVISIONS) OF THE STATE
OF NORTH CAROLINA.

         (b) EACH OF THE PARTIES TO THIS AGREEMENT HEREBY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NORTH CAROLINA AND THE
UNITED STATES DISTRICT COURT LOCATED IN CHARLOTTE, NORTH CAROLINA AND EACH
WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL
SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO THE ADDRESSES SET
FORTH ON THE ATTACHED SCHEDULE 3, AND SERVICE SO MADE SHALL BE DEEMED TO BE
COMPLETED FIVE DAYS AFTER THE SAME SHALL HAVE BEEN DEPOSITED IN THE U.S. MAILS,
POSTAGE PREPAID. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES
TO THIS AGREEMENT HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND
ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE
GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE
COURT. NOTHING IN THIS SECTION 10.9(b) SHALL AFFECT THE RIGHT OF ANY PARTY TO
THIS AGREEMENT TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
AFFECT ANY SUCH PARTY'S RIGHT TO BRING ANY ACTION OR PROCEEDING IN THE COURTS OF
ANY OTHER JURISDICTION.

         (c) TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES TO
THIS AGREEMENT HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING
ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE ARISING OUT OF,
CONNECTED WITH, RELATED TO OR IN CONNECTION WITH THIS AGREEMENT. INSTEAD, ANY
DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

                                       28

<PAGE>

         SECTION 10.10. EXECUTION IN COUNTERPARTS.

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



                  [remainder of page intentionally left blank]


                                       29

<PAGE>


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

                                 SUNBEAM ASSET DIVERSIFICATION, INC.,
                                  as the Seller

                                  By: /s/ Steven A. Dalberth
                                      -----------------------------------------
                                     Name: Steven A. Dalberth
                                     Title: Vice President & Treasurer

                                  LLAMA RETAIL FUNDING, L.P.,
                                   as Purchaser,

                                  By Llama Retail Funding Corp.,
                                      its general partner

                                  By: /s/ Michael J. Bevacqua
                                      -----------------------------------------
                                     Name: Michael J. Bevacqua
                                     Title: Vice President

                                  SUNBEAM PRODUCTS, INC.,
                                   individually and as Servicer

                                  By: /s/ Steven A. Dalberth
                                      -----------------------------------------
                                     Name: Steven A. Dalberth
                                     Title: Director, Treasury Operations

                                  CAPITAL USA, L.L.C.,
                                   as Administrative Agent

                                  By: /s/ Michael J. Bevacqua
                                      -----------------------------------------
                                     Name: Michael J. Bevacqua
                                     Title: Vice President

                                       30

<PAGE>



                                                                         ANNEX I

                                   DEFINITIONS

ACCRUED DAILY FEES AND EXPENSES: With respect to any Collection Period, the
product of (a) the Purchase Limit less the average of the daily Capital
Investment during such Collection Period, (b) a fraction (i) the numerator of
which is the number of days in the Collection Period ending on such day and (ii)
the denominator of which is 360, and (c) the Program Fee Rate.

ACCRUED DAILY SERVICING FEE: With respect to any Collection Period, the product
of (a) the Servicing Fee Rate, (b) the Average Outstanding Balance of all Pool
Receivables for such Collection Period, and (c) the actual number of days in
such Collection period divided by 360.

ACCRUED DAILY YIELD: With respect to any Collection Period, the sum of (a) the
product of (i) a fraction (A) the numerator of which is the number of days in
the Collection Period ending on such day and (B) the denominator of which is
360, (ii) the Applicable Margin and (iii) the average of the daily Capital
Investment during such Collection Period, plus (b) the Seller's Share of (i) the
amount of discount which has accrued during such Collection Period on Commercial
Paper issued by the Purchaser, and (ii) the amount of interest which has accrued
during such Collection Period on Liquidity Loans, minus (c) the Seller's Share
of the amount of net gains and net income realized on Permitted Investments in
the investment subaccount of the Collateral Account during such Collection
Period, as determined by the Administrative Agent.

ADDITIONAL LIQUIDITY COSTS: Any additional costs to the Purchaser under any
Liquidity Agreement resulting from any: (a) changes in the basis of taxation of
any amounts payable to the lender under the Liquidity Agreement; (b) imposition
or modification of any reserve, special deposit or similar requirements relating
to any assets or liabilities of such lender, or the commitment of such entity to
make Liquidity Loans; (c) alteration of the amount of capital required to be
maintained in respect of its Liquidity Loans; (d) change in or interpretation of
any law or regulation or compliance with any guideline or request from any
central bank or other governmental authority (whether or not having the force of
law); or (e) imposition of any other condition affecting this Agreement.

ADMINISTRATIVE AGENT: Capital USA, L.L.C. as Administrative Agent hereunder,
together with its successors and assigns.

ADVERSE CLAIM: Any claim of ownership or any lien, security interest, title
retention, trust or other charge or encumbrance, or other type of preferential
arrangement having the effect or purpose of creating a lien or security
interest, other than the security interest created under this Agreement.

AFFILIATE: As to any Person, any other Person that, directly or indirectly, is
in control of, is controlled by, or is under common control with, such Person
within the meaning of control under Section 15 of the Securities Act of 1933, as
amended.


                                      I-1

<PAGE>


AGREEMENT: This Receivables Purchase Agreement which include the exhibits,
annexes and schedules hereto and thereto and any amendment or supplement hereto
and thereto.

APPLICABLE MARGIN: .27% per annum as to Tier I Obligors and .57% per annum as to
Tier II Obligors.

APPLICABLE MARGIN RESERVE:  As defined in Exhibit A.

AVAILABLE FUNDS: On any Business Day, all amounts on deposit in the Collection
Account, including, without limitation, funds deposited pursuant to Section
2.7(b) other than Escrowed Amounts.

AVERAGE OUTSTANDING BALANCE OF ALL POOL RECEIVABLES: For any period, the sum of
the Outstanding Balance of Pool Receivables (other than Defaulted Receivables)
on each day during such period, divided by the number of days in such period.

BALANCE SHEET DATE:  December 29, 1996.

BILLED AMOUNT: With respect to any Receivable, the amount billed to the Obligor
thereof, net of contractual adjustments, discounts, Promotional Allowances, or
other reductions permitted under the terms of the related Contract.

BILLING DATE: The date on which the invoice with respect to a Receivable was
generated by the Originator.

BUSINESS DAY: Any day of the year other than a Saturday, Sunday or any day on
which banks generally are required, or authorized, to close in New York, New
York or Fayetteville, Arkansas.

CAPITAL INVESTMENT: At any time, the (a) original amount paid to the Seller for
a Receivable Interest at the time of its purchase by the Purchaser pursuant to
this Agreement, MINUS (b) any amounts deposited into the Collateral Account in
reduction of such Capital Investment pursuant to Sections 2.8, 2.9 or 2.10 (such
reduction to be effective only after the expiration of the Escrow Period, if
applicable).

CLOSING DATE:  December 4, 1997.

COLLATERAL ACCOUNT: The account maintained with the Collateral Agent into which
amounts payable to the Purchaser hereunder are to be deposited.

COLLATERAL AGENT: The financial institution acting as collateral agent on behalf
of the Purchaser, the Liquidity Agent and the Depositary.

COLLATERAL AGREEMENT: Any agreement among the Collateral Agent, the Purchaser,
the Administrative Agent, a Liquidity Agent and the Depositary in connection
with the administration of the Collateral Account and the grant of the security
interest by the Purchaser to the Collateral Agent of certain assets of the
Purchaser.


                                      I-2

<PAGE>


COLLECTION ACCOUNT:  The Eligible Bank Account described in Section 2.5.

COLLECTION PERIOD: With respect to any calculation or disbursement of Accrued
Daily Yield, Accrued Daily Fees and Expenses or Accrued Daily Servicing Fees,
the number of days elapsed from and including the last date as of which
calculations or disbursements of Accrued Daily Yield, Accrued Daily Fees and
Expenses or Accrued Daily Servicing Fees were made to but excluding the
effective date of such calculation or disbursement.

COLLECTIONS: With respect to any Receivable, all (a) cash collections and other
cash proceeds of such Receivable, (b) all amounts deemed to have been received
pursuant to Section 2.10 and (c) all other proceeds of such Receivables.

COMMERCIAL PAPER: Commercial paper notes issued by the Purchaser to fund the
Purchases hereunder and under Other Receivables Purchase Agreements.

CONTRACT: Any written agreement (or agreements) pursuant to, or under, which the
Obligor thereof shall be obligated to make one or more payments to the
Originator.

CP DISRUPTION EVENT: The inability of the Purchaser, at any time, whether as a
result of a prohibition, a contractual restriction or any other event or
circumstances whatsoever, to raise funds through the issuance of its commercial
paper notes (whether or not constituting commercial paper notes issued to fund
Purchases hereunder) in the United States commercial paper market.

CREDIT AND COLLECTION POLICIES: The credit, collection, customer relations and
service policies of the Originator in effect on the Effective Date, as set forth
in writing and delivered to and approved by the Purchaser, the Administrative
Agent and the Liquidity Agent on or before the Effective Date pursuant to
Section 3.1(o), and, as such policies may hereafter be amended, modified or
supplemented from time to time with the written consent of the Administrative
Agent and the Liquidity Agent; PROVIDED, however, that no such consent shall be
required for any amendment, modification or supplement that does not have an
adverse effect on either (I) the collectibility of any Receivable or (II) the
timeliness of any payment in respect of any Receivable.

CUMULATIVE SALES: For any period, the Billed Amounts of all Eligible Receivables
originated by the Originator during such period.

DEBT: As to any Person: any and all (a) indebtedness of such Person for borrowed
money, (b) obligations of such Person evidenced by bonds, debentures, notes or
other similar instruments, (c) obligations of such Person to pay the deferred
purchase price of property or services, (d) obligations of such Person as lessee
under leases which have been or should be, in accordance with GAAP, recorded as
capital leases, (e) obligations secured by any lien or other charge upon
property or assets owned by such Person, even though such Person has not assumed
or become liable for the payment of such obligations, (f) obligations of such
Person under direct or indirect guaranties in respect of, and obligations
(contingent or otherwise) to purchase or otherwise


                                      I-3

<PAGE>


acquire, or otherwise to assure a creditor against loss in respect of,
indebtedness or obligations of others of the kinds referred to in clauses (a)
through (e) above, and (g) liabilities in respect of unfunded vested benefits
under plans covered by ERISA. For the purposes hereof, the term "guarantee"
shall include any agreement, whether such agreement is on a contingency or
otherwise, to purchase, repurchase or otherwise acquire Debt of any other
Person, or to purchase, sell or lease, as lessee or lessor, property or
services, in any such case primarily for the purpose of enabling another person
to make payment of Debt, or to make any payment (whether as an advance capital
contribution, purchase of an equity interest or otherwise) to assure a minimum
equity, asset base, working capital or other balance sheet or financial
condition, in connection with the Debt of another Person, or to supply funds to
or in any manner invest in another Person in connection with Debt of such
Person.

DEFAULTED RECEIVABLE: Each Receivable the Obligor of which has taken any action,
or suffered any event to occur, of the type described in Section 7.1(c).

DELINQUENT RECEIVABLE: Any Receivable, other than a Defaulted Receivable, as to
which any payment, or part thereof, remains unpaid for more than 30 days past
its Receivables Maturity Date.

DEPOSITARY: United States Trust Company of New York, or any other Person
designated as the successor Depositary from time to time in connection with the
issuance by the Purchaser of Commercial Paper.

DESIGNATED OBLIGOR: Each Tier I Obligor and Tier II Obligor listed on Schedule 4
to the Receivables Purchase Agreement, as the same may be revised from time to
time by the Administrative Agent.

DILUTED RECEIVABLE: Any Receivable as to which (a) all or any portion of the
Billed Amount thereof is reduced or canceled for any reason other than payment,
(b) the Servicer determines in accordance with its usual collection policies to
be uncollectible or (c) any payment or portion thereof remains unpaid for more
than 90 days from the related Receivables Maturity Date.

DILUTION RESERVE:  As defined in Exhibit A.

DILUTIONS: On any date of determination and for any indicated period, the sum of
(a) all reductions and cancellations of the Billed Amount of Receivables that
occur for any reason other than payment, (b) the full Billed Amount of all
Receivables the Servicer has determined in accordance with its usual collection
policies to be uncollectible and (c) the full Billed Amount of all Receivables
as to which any payment or portion thereof remains unpaid for more than 90 days
from the related Receivables Maturity Date.

DOLLAR and $:  Lawful currency of the United States of America.

EFFECTIVE DATE: The date on which all conditions precedent to the effectiveness
of this Agreement have been satisfied as designated by the Administrative Agent.


                                      I-4

<PAGE>


ELIGIBLE BANK ACCOUNT: Any account that is: (a) a segregated deposit account
maintained with a depository institution or trust company whose short-term
unsecured debt obligations are rated not less than A-1 by S&P and P-1 by
Moody's, or (b) a segregated trust account maintained with, and on the corporate
trust side of, a federally or state chartered depository institution, (i) whose
long-term unsecured debt obligations are rated at least BBB by S&P and Baa2 by
Moody's or (ii) as to which the Liquidity Agent has consented and the Rating
Agencies have indicated in writing that the maintenance of such Eligible Bank
Account with such depository institution will not result in the reduction or
withdrawal of its then-existing rating of the Commercial Paper; PROVIDED that
deposits with the commercial, savings or other department of such depository
institution or trust company shall not constitute Permitted Investments (if
otherwise satisfying the definition therefor) for such segregated trust account
unless other Permitted Investments in an amount at least equal to the amount
deposited have been pledged by such depository institution to and set aside
under control of the trust department as collateral security for the deposit.

ELIGIBLE RECEIVABLE:  At any time, a Receivable:

         (a)      the Obligor of which is a Designated Obligor;

         (b) which is denominated and payable in Dollars in the United States of
America;

         (c) the Billed Amount of which is (i) net of any set-off, recoupment,
or other reductions (including, without limitation, reductions resulting from
product returns and billing errors) and (ii) required to be paid pursuant to the
terms of the related Contract, if any;

         (d) which has not been disputed, compromised, adjusted, extended,
satisfied, subordinated, rescinded or modified;

         (e) which is not a Delinquent Receivable, a Defaulted Receivable or a
Diluted Receivable;

         (f) which was created in accordance with the requirements of (i)
applicable law, (ii) the Contract pertaining thereto (a copy of which has been
delivered to the Administrative Agent) and (iii) the Credit and Collection
Policies;

         (g) which was purchased on or prior to the relevant Purchase Date
pursuant to the Receivables Sale Agreement and which immediately prior to its
transfer to the Purchaser hereunder was owned by the Seller free and clear of
any Adverse Claim and as to which, upon its inclusion in the Receivables Pool,
the Purchaser will have purchased an undivided interest therein free and clear
of any Adverse Claim;

         (h) as to which all necessary documentation (including an invoice) for
payment of such Receivable by the Obligor thereof has been submitted to such
Obligor and all other obligations of the Originator in respect thereof have been
fulfilled;

         (i) which is an "account" within the meaning of the UCC of the
jurisdiction where each of the Originator's and the Seller's principal executive
office(s) are located;



<PAGE>

         (j) which does not in any material respect contravene any laws, rules
or regulations applicable thereto;

         (k) which constitutes the legal, valid and binding obligation of the
Obligor thereof and is not subject to any dispute, claim or offset;

         (l) as to which neither the Originator nor the Seller had any knowledge
of any fact which should have led either to expect at the time of sale of such
Receivable that the Billed Amount of such Receivable would not be paid in full
when due;

         (m) which is required to be paid in full by its Receivables Maturity
Date;

         (n) which arises out of a "current transaction" as defined in Section
3(a)(3) of the Securities Act of 1933, as amended; and

         (o) which complies with such additional criteria and requirements as
the Administrative Agent may from time to time specify to the Seller following 5
days' notice (the initial such other criteria and requirements being described
on Schedule 1 to this Agreement);

PROVIDED, however, that any Receivable the Obligor of which is either a Tier I
Obligor or a Tier II Obligor on the date such Receivable becomes a Pool
Receivable shall remain an Eligible Receivable for 180 days after such Obligor's
rating is reduced below the Required Rating (such Obligor being an "Affected
Obligor"), PROVIDED, FURTHER, however, that no Receivable of an Affected Obligor
arising on or after the date of such downgrade shall constitute an Eligible
Receivable.

ERISA: The Employee Retirement Income Security Act of 1974, as it may be amended
from time to time, and the regulations promulgated thereunder.

ESCROW PERIOD: With respect to any Escrowed Amount, the period expiring on the
91st day (or such longer period as may be required by Section 547 of the United
States Bankruptcy Code to the extent the Seller or the Originator was an
"insider" within the meaning of Section 547 of the United States Bankruptcy Code
at the time of such transfer) following the deposit or allocation of such
Escrowed Amount into the Escrowed Amount Subaccount.

ESCROWED AMOUNT: On any Business Day, an amount equal to the sum of all amounts
required to be paid by the Seller, the Servicer or the Originator pursuant to
Sections 2.10, 8.1, 10.3 or otherwise, to the extent such amounts have been
deposited into the Collection Account by the Seller, the Originator or the
Servicer or allocated in accordance with Sections 2.7, 2.8 or 2.10 out of
amounts otherwise payable to the Seller, the Servicer or the Originator, as the
case may be, and with respect to which the related Escrow Period shall not have
expired. In no event shall Escrowed Amounts include payments made by an Obligor
in respect of the Pool Receivables.

ESCROWED AMOUNT SUBACCOUNT:  Has the meaning specified in Section 2.5.


                                      I-5

<PAGE>


EURODOLLAR LOAN: A Liquidity Loan which bears interest at a rate per annum
determined on the basis of the London interbank offered rate.

FEE RESERVE:  As defined in Exhibit A.

FINAL PURCHASE DATE: The earlier of (i) December 3, 1998 and (ii) the expiration
date of the Liquidity Agreement, or such later date as may be agreed to in
writing by the Administrative Agent, in its sole discretion.

GAAP: Generally accepted accounting principles as in effect in the United
States, consistently applied, as of the date of such application.

GOVERNMENTAL AUTHORITY: The United States of America, any state, local or other
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions thereof or pertaining thereto.

INCIPIENT EVENT: An event which, upon the giving of notice or the passage of
time, or both, would become a Termination Event.

INDEMNIFIED AMOUNTS:  Has the meaning specified in Section 8.1(a).

INDEMNIFIED PARTY:  Has the meaning specified in Section 8.1(a).

LIQUIDITY AGENT: The financial institution acting as liquidity agent under a
Liquidity Agreement.

LIQUIDITY AGREEMENT: Any agreement with financial entities in connection with
the provision of liquidity and/or credit support for Commercial Paper issued by
the Purchaser.

LIQUIDITY LOANS: Borrowings or sales by the Purchaser under a Liquidity
Agreement.

LOCKBOX ACCOUNT: The bank account established with the Lockbox Bank pursuant to
the Lockbox Agreement into which all Collections in respect of Pool Receivables
shall be deposited.

LOCKBOX AGREEMENT: The agreement among the Administrative Agent, the Agent, the
Purchaser and the Lockbox Bank, with respect to the Lockbox Account.

LOCKBOX BANK:  State Street Bank and its successors and permitted assigns.

MATERIAL AMOUNT: $50,000,000, as adjusted in the reasonable judgment of the
Administrative Agent and the Liquidity Agent upon written notice to the
Originator and the Servicer.

MAXIMUM INVESTMENT PERCENTAGE:  100%.

MINIMUM DILUTION RESERVE AMOUNT:  $0.


                                      I-6

<PAGE>


MINIMUM INVESTMENT AMOUNT:  $100,000.

MINIMUM PURCHASE AMOUNT:  $100,000.

MONTHLY REPORT: The monthly report of the Servicer, substantially in the form of
Exhibit C hereto.

MOODY'S:  Moody's Investors Service, Inc. and any successor thereto.

NET RECEIVABLES POOL BALANCE:  As defined in Exhibit A.

OBLIGOR:  A Person obligated to make payments pursuant to a Contract.

OFFICER'S CERTIFICATE: With respect to any Person, a certificate signed by the
Chairman of the Board, Vice Chairman of the Board, the President, a Vice
President, the Treasurer, the Secretary or any other duly authorized officer of
such Person acceptable to the Administrative Agent.

ORIGINATOR:  Has the meaning specified in the Receivables Sale Agreement.

ORIGINATOR JUDGMENT AMOUNT:  A Material Amount, as defined in this Annex.

OTHER COSTS:  Has the meaning specified in Section 10.3(a).

OTHER RECEIVABLES PURCHASE AGREEMENTS: Other agreements for the purchase or
funding of trade receivables of any Designated Obligor entered into from time to
time by the Purchaser.

OUTSTANDING BALANCE: Of any Receivable, at any time, an amount (not less than
zero) equal to (a) its Billed Amount, MINUS (b) all Collections received with
respect thereto, MINUS (c) (without duplication) all amounts for discounts or
any other modifications to the Billed Amount; PROVIDED, that if the
Administrative Agent or the Servicer makes a determination that all payments
with respect to such Receivable have been made, its Outstanding Balance shall be
deemed to be zero for all purposes.

PERMITTED INVESTMENTS: One or more of the following obligations which (a) are
denominated and payable in Dollars (b) acquired at a purchase price of not
greater than par, (c) have a predetermined and unalterable fixed Dollar amount
of principal due at maturity and (d) do not have an "r" suffix to its rating by
S&P:

       (i) direct obligations of, or guaranteed as to the full and timely
payment of principal and interest by, the United States or obligations of any
agency or instrumentality thereof, when such obligations are backed by the full
faith and credit of the United States;

      (ii) repurchase agreements on obligations specified in clause (i);
provided, that the short-term debt obligations of the party agreeing to
repurchase are rated at least A-1 by S&P and P-1 by Moody's;


                                      I-7

<PAGE>


         (iii) federal funds, certificates of deposit, time deposits and
bankers' acceptances (which shall each have an original maturity of not more
than 90 days or, in the case of bankers' acceptances, shall in no event have an
original maturity of more than 365 days) of any United States depository
institution or trust company incorporated under the laws of the United States or
any state; provided, that the short-term obligations of such depository
institution or trust company are rated at least A-1 by S&P and P-1 by Moody's;

         (iv) commercial paper (having original maturities of not more than 30
days) of any corporation incorporated under the laws of the United States or any
state thereof which on the date of acquisition are rated at least A-1 by S&P and
P-1 by Moody's;

         (v) securities of money market funds rated at least Am by S&P, and A by
Moody's; and

         (vi) such other investments as may be acceptable to the Purchaser and
the Liquidity Agent and with respect to which each Rating Agency shall have
confirmed in writing to the Purchaser and the Administrative Agent that such
investment shall not result in a withdrawal or reduction of the then current
rating by such Rating Agency of the Commercial Paper.

PERSON: An individual, partnership, corporation (including a business trust),
joint stock company, limited liability company, limited partnership, trust,
association, joint venture, Governmental Authority or any other entity of
whatever nature.

POOL RECEIVABLE:  A Receivable in the Receivables Pool.

PROGRAM DOCUMENTS: The Liquidity Loan Agreement, the Collateral Agent Agreement,
the Depositary Agreement, the Commercial Paper, the Administrative Agent
Agreement, the Lockbox Agreement, the Indemnification Letter and the Dealer
Agreements.

PROGRAM FEE RATE: .125%, as adjusted from time to time by written notice from
the Administrative Agent to the Seller; any such change to be as a result of
either a change in the credit quality of the Originator or a change in the
pricing to the Purchaser under the Liquidity Agreement, as determined by the
Administrative Agent.

PROMOTIONAL ALLOWANCE: With respect to any Receivable, the maximum amount of
promotional discounts or similar deductions or rebates that the Originator has
indicated to the Obligor thereof in writing may be charged against such
Receivable.

PURCHASE: Each purchase by the Purchaser of a Receivables Interest in accordance
with the provisions of Article II hereof.

PURCHASE CONDITIONS: The conditions precedent to each Purchase required to be
satisfied pursuant to Section 4.2 of this Agreement.

PURCHASE DATE:  Any Business Day on which the Purchaser makes a Purchase .


                                      I-9

<PAGE>


PURCHASE LIMIT:  $70,000,000.

PURCHASE NOTIFICATION: The written notice from the Administrative Agent, on
behalf of the Purchaser, delivered to the Seller notifying the Seller that the
Purchaser has determined to make a Purchase requested by the Seller, which
notice shall be in form of Exhibit E.

PURCHASE TERMINATION DATE: The earliest to occur of: (a) the date so designated
pursuant to Section 7.1 of this Agreement as a result of the occurrence of a
Termination Event, (b) the date designated in writing by the Seller to each of
the Purchaser and the Administrative Agent, such date to occur no earlier than
10 Business Days following receipt by the last party to receive such notice and
(c) the Final Purchase Date.

PURCHASER:  Llama Retail Funding, L.P., a Delaware limited partnership.

RATING AGENCY:  Each of Moody's and S&P.

RECEIVABLE: On any day, any indebtedness of any Obligor under a Contract,
whether constituting an account, chattel paper, instrument or general
intangible, (a) that arises from a sale of merchandise or the performance of
services by the Originator and (b) in which the Seller has acquired an interest
pursuant to the Receivables Sale Agreement. Each Receivable shall include the
right to payment of any interest or finance charges and other obligations of
such Obligor with respect thereto.

RECEIVABLE MATURITY DATE: For any Receivable, the due date for payment specified
in the related Contract (not greater than 120 days), or, if no due date is so
specified, 120 days from the Billing Date for such Receivable; notwithstanding
the foregoing, with the prior written consents of the Administrative Agent and
the Liquidity Agent, up to 15% of the Net Receivables Pool Balance may be
comprised of Eligible Receivables with payment due dates of up to 180 days.

RECEIVABLES INTEREST: At any time, an undivided percentage ownership interest at
such time in (i) all then outstanding Pool Receivables, (ii) all Related
Security with respect to such Pool Receivables and (iii) all Collections with
respect to, and other proceeds of, such Pool Receivables and the Related
Security.

RECEIVABLES POOL: At any time, all then outstanding Receivables. If, with
respect to any Receivables Interest, a Receivable is a Pool Receivable on the
day immediately preceding the Purchase Termination Date, such Receivable shall
continue to be considered a Pool Receivable with respect to such Receivables
Interest at all times thereafter.

RECEIVABLES SALE AGREEMENT: The Receivables Sale and Contribution Agreement,
dated as of an even date herewith, between the Originator and the Seller in the
form delivered to the Administrative Agent pursuant to the requirements of
Section 3.1 with such amendments as may have been approved by the Administrative
Agent, the Agent and the Liquidity Agent.

RECORDS: All Contracts and other documents, books, records and other information
(including, without limitation, computer programs, tapes, disks, punch cards,
data processing software and


                                      I-10

<PAGE>


related property and rights) prepared and maintained by the Originator, the
Servicer or the Seller with respect to Receivables and Obligors.

REGULATORY CHANGE: Any and all changes after the Effective Date in federal,
state or foreign law or regulations or the adoption or making after such date of
any interpretation, directive or request applying to the provider of the
Liquidity Loans of or under any federal, state or foreign law or regulations
(whether or not having the force of law) by any Governmental Authority
(including the Federal Reserve Board), or foreign governmental authority,
charged with the interpretation or administration thereof.

RELATED DOCUMENTS: The Receivables Sale Agreement, the Sale Assignment, the
Receivables Purchase Agreement and all agreements, instruments, certificates,
financing statements or other documents required to be delivered hereunder or
thereunder.

RELATED SECURITY:  With respect to any Pool Receivable:

         (i) all of the Seller's right, title and interest in and to all
purchase orders or other agreements that relate to such Pool Receivable;

         (ii) all of the Seller's interest in the merchandise (including
returned merchandise), if any, relating to the sale which gave rise to such Pool
Receivable;

         (iii) all other security interests or liens and property subject
thereto from time to time purporting to secure payment of such Pool Receivable,
whether pursuant to the Contract related to such Pool Receivable or otherwise;

         (iv) all guarantees and other agreements or arrangements of whatever
character from time to time supporting or securing payment of such Pool
Receivable whether pursuant to the Contract related to such Pool Receivable or
otherwise;

         (v) all Collections and Records with respect to any of the foregoing;
and

         (vi) all proceeds of any of the foregoing.

REQUEST NOTICE: A notice consisting of (a) an Officer's Certificate of the
Seller, substantially in the form of Exhibit D, together with all schedules
thereto and (b) data in the form of a computer print-out, tape or other form to
be agreed upon from time to time by the Administrative Agent and the Seller,
which enables the Administrative Agent to identify all Receivables of the Seller
and the Required Information with respect thereto.

REQUIRED INFORMATION: With respect to a Receivable, (a) the invoice number, (b)
the Billed Amount, (c) any discounts, (d) the Receivable Maturity Date thereof,
(e) the Billing Date, (f) whether or not such Receivable is an Eligible
Receivable, (g) the Obligor thereof and (h) such other additional items from
time to time requested by the Administrative Agent.


                                      I-11

<PAGE>


REQUIRED RATING: As to any Tier I Obligor or Tier II Obligor either of the
short-term unsecured debt ratings by S&P or Moody's set forth opposite such
Obligor's name in Schedule 4 to the Receivables Purchase Agreement.

REVOLVING PERIOD: The period commencing on the Effective Date of this Agreement
and ending on the day prior to the Purchase Termination Date.

S&P: Standard & Poor's, a Division of The McGraw-Hill Companies Inc. and any
successor thereto.

SALE ASSIGNMENT: The assignment entered into between the Originator and the
Seller pursuant to the Receivables Sale Agreement.

SELLER:  Sunbeam Asset Diversification, Inc.

SELLER'S SHARE: As of any date, the ratio (determined by the Administrative
Agent) of the Capital Investment under this Agreement to the aggregate of the
Capital Investment under this Agreement and the aggregate capital investments
made by the Purchaser under all Other Receivables Purchase Agreements as of such
date; PROVIDED, HOWEVER, that for the purposes of making the allocations
specified in Section 10.3(c), the Seller's Share shall be equal to the ratio
(determined by the Administrative Agent) of the Purchase Limit to the aggregate
of the Purchase Limit and the purchase limits under all Other Receivables
Purchase Agreements.

SERVICER: The Originator and its permitted successors and assigns from time to
time hereunder.

SERVICING FEE: A fee payable by the Seller to the Servicer or Successor Servicer
on each Settlement Date equal to (a) the sum of the Accrued Daily Servicing Fees
for each Collection Period during the related Settlement Period, MINUS (b) any
amounts owing by the Servicer (as Originator) to the Purchaser pursuant to
Section 2.10.

SERVICING FEE RATE:  1.0%.

SERVICING RECORDS: All documents, books, records and other information
(including, without limitation, computer programs, tapes, disks, punch cards,
data processing software and related property and rights) prepared and
maintained by the Servicer with respect to the Pool Receivables and the
Obligors.

SETTLEMENT DATE: The fifth Business Day following the end of each Settlement
Period, or more frequently at the option of the Purchaser and the Administrative
Agent.

SETTLEMENT PERIOD: In the case of the initial Settlement Period, the period
beginning with the Effective Date to and including the last day of the calendar
month in which such Effective Date occurs; with respect to the final Settlement
Period, the period ending on the Purchase Termination Date and beginning with
the first day of the calendar month in which the Purchase Termination Date
occurs; and with respect to all other Settlement Periods, each calendar month.


                                      I-12

<PAGE>


SUBSIDIARY: As to any Person, any corporation or other entity of which
securities or other ownership interests having ordinary voting power to elect a
majority of the Board of Directors or other Persons performing similar functions
are at the time directly or indirectly owned by such Person.

SUCCESSOR SERVICER:  Has the meaning specified in Section 6.8.

TAX or TAXES: All taxes, charges, fees, levies or other assessment, including,
without limitation, income, gross receipts, profits, withholding, excise,
property, sales, use, occupation and franchise taxes (including, in each such
case, any interest, penalties or additions attributable to or imposed on or with
respect to any such taxes, charges, fees or other assessments) imposed by the
United States, any state or political subdivision thereof, any foreign
government or any other jurisdiction or taxing authority.

TERMINATION EVENT:  Has the meaning specified in Section 7.1.

TIER I OBLIGOR: Any Obligor listed on Schedule 4 to the Receivables Purchase
Agreement as a "Tier I Obligor."

TIER II OBLIGOR: Any Obligor listed on Schedule 4 to the Receivables Purchase
Agreement as a "Tier II Obligor."

UCC: For any jurisdiction, the Uniform Commercial Code as from time to time in
effect in such jurisdiction.

YIELD SUBACCOUNT:  The Yield Subaccount of the Collateral Account.

YIELD RESERVE:  As defined in Exhibit A.





                                      I-13

<PAGE>

ATTACHMENT TO EXHIBIT 10S FILED BY SUNBEAM CORPORATION

The following Annexes and Exhibits are not filed herewith but will be provided
to the Commission upon request.

ANNEX II - CONDITIONS TO EFFECTIVENESS
ANNEX III - CONDITIONS TO EACH PURCHASE
ANNEX IV - SELLER REPORTING REQUIREMENTS
ANNEX V - SERVICER REPORTING REQUIREMENTS

EXHIBIT A - THE RESERVES
EXHIBIT B - FORM OF NOTICE OF DISBURSEMENTS
EXHIBIT C - MONTHLY REPORT
EXHIBIT D - REQUEST NOTICE
EXHIBIT E - FORM OF PURCHASE NOTIFICATION
EXHIBIT F - OFFICER'S CERTIFICATE FOR SUNBEAM ASSET DIVERSIFICATION, INC.
EXHIBIT G - OFFICER'S CERTIFICATE FOR SUNBEAM PRODUCTS, INC.
EXHIBIT H - FORM OF OPINION OF COUNSEL OF SELLER AND ORIGINATOR

SCHEDULE 1 - ADDITIONAL ELIGIBLE RECEIVABLES CRITERIA
SCHEDULE 2 - ORIGINATOR AND SELLER LOCATIONS AND ORIGINATOR NAMES
SCHEDULE 3 - ADDRESSES FOR NOTICES
SCHEDULE 4 - DESIGNATED OBLIGORS