PLEDGE AND SECURITY AGREEMENT


         This Pledge and Security Agreement is made as of July 14,
1999 by and between Rawlings Sporting Goods Company, Inc., a
Delaware corporation (the "Borrower"), and THE FIRST NATIONAL
BANK OF CHICAGO, as Agent (as hereinafter defined) for the
Lenders (as hereinafter defined).

                         R E C I T A L S:

         a.   Pursuant to the Credit Agreement (as hereinafter
              defined) the Lenders have agreed to make certain loans
              and other financial accommodations to the Borrower; and

         b.   As a condition to further extensions of credit under
              the Credit Agreement, the Agent and the Lenders have
              requested that the Borrower grant to the Agent, on
              behalf of the Agent and the Lenders, a security
              interest in the Collateral (as hereinafter defined);

         NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

              i.   DEFINITIONS.

              As used in this Pledge and Security Agreement:

              "Accounts" means presently existing and hereafter
arising or acquired accounts receivable, notes, drafts,
acceptances, choses in action and other forms of obligations and
receivables relating in any way or arising from the sale of goods
or the rendering of services by the Borrower or howsoever
otherwise arising, including the right to payment of any interest
or finance charges with respect thereto and all proceeds of
insurance with respect thereto, together with all of the
Borrower's rights as an unpaid vendor, all pledged assets and
letters of credit, guaranty claims, liens and security interests
held by or granted to the Borrower to secure payment of any
Accounts and all books, customer lists, ledgers, records and
files (whether written or stored electronically) relating to any
of the foregoing.

              "Agent" means The First National Bank of Chicago, a
national banking association, as agent for the Lenders pursuant
to Section 10.1 of the Credit Agreement, and the successors and
assigns thereof as agent for the Lenders.

              "Borrower" means Rawling's Sporting Goods Company,
Inc., a Delaware corporation, and its successors.
<PAGE>
              "Chattel Paper" means any writing or group of writings
which evidences both a monetary obligation and a security
interest in or a lease of specific goods.

              "Collateral" means all personal property, wherever
located, in which the Borrower now has or hereafter acquires any
right or interest, and the proceeds, insurance proceeds, unearned
insurance premiums and products thereof and documents of title
evidencing or issued with respect thereto, including, without
limitation, all Accounts, Chattel Paper, Documents, Equipment,
Fixtures, General Intangibles, Instruments, Inventory, Investment
Property, Pledged Deposits, Stock Rights, contract rights,
insurance policies, cash, bank accounts, and special collateral
accounts, and all books and records, customer lists, credit
files, computer files, programs, printouts and other computer
materials and records related to any of the foregoing.

              "Credit Agreement" means that certain Amended and
Restated Credit Agreement dated as of September 12, 1997, among
the Borrower, the Agent and the Lenders, as heretofore or
hereafter amended, renewed, modified or supplemented from time to
time.

              "Default" means any one or more of the events described
in Section 5 hereof.

              "Default Rate" means the rate of interest which may be
due and owing from time to time on any Loan and payable by the
Company under the Credit Agreement pursuant to Section 2.11 of
such agreement.

              "Documents" means all documents of title and goods
evidenced thereby, including, without limitation, all bills of
lading, dock warrants, dock receipts, warehouse receipts and
orders for the delivery of goods, and also any other document
which in the regular course of business or financing is treated
as adequately evidencing that the person in possession of it is
entitled to receive, hold and dispose of the document and the
goods it covers.

              "Equipment" means all equipment, machinery, furniture
and goods used or useable by the Borrower in its business and all
other tangible personal property (other than Inventory), and all
accessions and additions thereto, including, without limitation,
all Fixtures.

              "Fixtures" means all equipment, machinery, furniture
and goods of the Borrower which have been attached to real
property in such a manner that their removal would cause damage
to the realty and which have therefore taken on the character of
real property, including, without limitation, all trade fixtures.

              "General Intangibles" means all intangible personal
property including, without limitation, all general intangibles,
contract rights, rights to receive payments of money, choses in
action, judgments, tax refunds and tax refund claims, copyrights,
copyright licenses, patents, patent licenses, trademarks,
trademark licenses, trade names, trade secrets, drawings or plans
with respect to trade secrets, copyrights, licenses, franchises,
leasehold interests in real or personal property, rights to
receive rentals of real or personal property and guarantee
claims.
<PAGE>
              "Indemnitee" means any Person entitled to be
indemnified by the Borrower pursuant to Section 8 hereof.

              "Instruments" means all negotiable instruments (as
defined in Section 3104 of the Uniform Commercial Code),
certificated and uncertificated securities and any replacements
therefor and Stock Rights related thereto and other writings
which evidence a right to the payment of money and which are not
themselves security agreements or leases and are of a type which
in the ordinary course of business are transferred by delivery
with any necessary endorsement or assignment, including, without
limitation, all checks, drafts, notes, bonds, debentures,
government securities, certificates of deposit, letters of
credit, preferred and common stock, options and warrants in which
the Borrower now has or hereafter acquires any rights.

              "Inventory" means all inventory, raw materials,
consumable supplies, work in process, finished goods, returned or
repossessed goods, goods held for sale or lease or furnished or
to be furnished under contracts of service and goods released to
the Borrower or to third parties under trust receipts or similar
documents.

              "Investment Property" means all investment property of
the Borrower (as defined in Section 9-115 of the Uniform
Commercial Code).

              "Lenders" means the financial institutions signatory to
the Credit Agreement and their respective successors and assigns.

              "Lien" of a Person means any security interest,
mortgage, pledge, hypothecation, lien, claim, charge,
encumbrance, title retention agreement, or lessor's interest
under a Capitalized Lease, in, of or on any property of such
Person.

              "Obligations" means all "Obligations" as defined in the
Credit Agreement.

              "Person" means an individual, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization
or association or any other entity or a government or any
department or agency or political subdivision thereof.

              "Pledged Deposits" means, collectively, the following
and all proceeds thereof:  (a) the cash collateral accounts
referred to in Section 7.2 hereof, and (b) all time deposits of
money, whether or not evidenced by certificates, which the
Borrower may from time to time designate as pledged to the Agent,
on behalf of the Lenders, as security for any Obligation, and all
rights to receive interest on said deposits.

              "Receivables" means, collectively, the Accounts,
Chattel Paper, Documents, General Intangibles, Pledged Deposits
and Instruments.

              "Section" means a numbered section of this Security
Agreement, unless another document is specifically referenced.
<PAGE>
              "Security Agreement" means this Pledge and Security
Agreement, as it may be amended, modified or supplemented from
time to time.

              "Stock Rights" means any stock, any dividend or other
distribution and any other right or property which the Borrower
shall receive or shall become entitled to receive for any reason
whatsoever with respect to, in substitution for or in exchange
for any shares of stock constituting Collateral and any and all
stock, any right to receive stock and any right to receive
earnings, in which the Borrower now has or hereafter acquires any
right, issued by an issuer of any or all such stock.

              "Uniform Commercial Code" means, unless a specific
jurisdiction is referred to, the Uniform Commercial Code as in
effect from time to time in the applicable jurisdiction.

              "Unmatured Default" means an event which but for the
lapse of time or the giving of notice, or both, would constitute
a Default.

              The foregoing definitions shall be equally applicable
to both the singular and plural forms of the defined terms.
Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Credit Agreement.

              ii.  GRANT OF SECURITY INTEREST.

              To secure the payment, performance and observance of
the Obligations, the Borrower hereby pledges, grants, assigns and
transfers to the Agent, for the benefit of the Agent and the
ratable benefit of the Lenders, a continuing security interest
in, a right of setoff against, and an assignment to the Agent of,
the Collateral.

              iii. REPRESENTATIONS AND WARRANTIES.

              The Borrower represents and warrants to the Agent, on
behalf of the Lenders, which representations and warranties shall
survive the execution and delivery of this Security Agreement and
any investigation by or on behalf of the Agent or any Lender, as
follows:

                   (1)  CORPORATE EXISTENCE AND STANDING.  The
                        Borrower is a corporation duly incorporated,
                        validly existing and in good standing under
                        the laws of its jurisdiction of incorporation
                        and is duly qualified and in good standing as
                        a foreign corporation and is duly authorized
                        to conduct its business in each jurisdiction
                        in which its business is conducted or
                        proposed to be conducted, except where the
                        failure to be so qualified could not
                        reasonably be expected to have a Material
                        Adverse Effect.

                   (2)  AUTHORIZATION AND VALIDITY.  The Borrower has
                        the requisite power and authority (corporate
                        and otherwise) and legal right to execute and
                        deliver this Security Agreement and to
                        perform its obligations <PAGE>hereunder.  The
                        execution and delivery by the Borrower of
                        this Security Agreement and the performance
                        of its obligations hereunder have been duly
                        authorized by proper corporate proceedings,
                        and this Security Agreement constitutes the
                        legal, valid and binding obligation of the
                        Borrower enforceable against the Borrower in
                        accordance with its terms and creates a
                        security interest which is enforceable
                        against the Borrower in all now owned
                        Collateral and in all hereafter acquired
                        Collateral at the time the Borrower hereafter
                        acquires such rights, in each such case
                        except as enforceability may be limited by
                        bankruptcy, insolvency or similar laws
                        affecting the enforcement of creditors'
                        rights generally and subject also to the
                        availability of equitable remedies if
                        equitable remedies are sought.

                   (3)  NO CONFLICT; GOVERNMENT CONSENT.  Neither the
                        execution and delivery by the Borrower of
                        this Security Agreement, the creation and
                        perfection of a security interest in the
                        Collateral as contemplated hereby, nor
                        compliance with the provisions hereof, will
                        violate any law, rule, regulation, order,
                        writ, judgment, injunction, decree or award
                        binding on the Borrower or the Borrower's
                        articles of incorporation or by-laws or the
                        provisions of any indenture, instrument or
                        agreement to which the Borrower is a party or
                        is subject, or by which it, or its property,
                        is bound, or conflict with or constitute a
                        default thereunder, or result in the creation
                        or imposition of any Lien (except to the
                        extent created by this Security Agreement)
                        in, of or on the property of the Borrower
                        pursuant to the terms of any such indenture,
                        instrument or agreement.  No authorization,
                        approval or other action by, and no notice to
                        or filing with, any governmental authority or
                        regulatory body is required either for the
                        execution and delivery by the Borrower of
                        this Security Agreement or for the
                        performance by the Borrower of its
                        obligations under this Security Agreement
                        except for filings expressly contemplated
                        hereby.

                   (4)  PRINCIPAL LOCATION.  The Borrower's mailing
                        address, and the location of its chief
                        executive office and the books and records
                        relating to the Receivables is disclosed in
                        Exhibit A hereto.  The Borrower has no other
                        places of business and maintains no tangible
                        Collateral except as separately set forth in
                        Exhibit A hereto.  None of said places of
                        business are leased by the Borrower as lessee
                        except those designated as such in Exhibit A
                        hereto.

                   (5)  NO OTHER NAMES.  Except as set forth in
                        Exhibit B hereto, since July 1, 1994, the
                        Borrower has not conducted business under any
                        name except the name or trade name in which
                        it has executed this <PAGE>Security Agreement.

                   (6)  NO DEFAULT.  No Default or Unmatured Default
                        exists.

                   (7)  FILING REQUIREMENTS.  Except with respect to
                        vehicles, none of the Equipment owned by the
                        Borrower is covered by any certificate of
                        title.  None of the Collateral (other than
                        the Collateral defined in the Intellectual
                        Property Assignment of Security Interests as
                        of the date hereof, between Borrower and
                        Agent) is of a type in which security
                        interests or liens may be filed under any
                        federal statute.  The legal description and
                        street address of the property on which any
                        Fixtures are located is set forth in Exhibit
                        C hereto, together with the name and common
                        address of the record owner of each such
                        property.

                   (8)  NO FINANCING STATEMENTS.  No financing
                        statement describing all or any portion of
                        the Collateral which has not lapsed or been
                        terminated naming the Borrower as debtor has
                        been filed in any jurisdiction except
                        financing statements in respect of Liens
                        permitted by Section 6.18 of the Credit
                        Agreement.

                   (9)  NECESSARY FILINGS.  All filings,
                        registrations and recordings necessary or
                        appropriate to create, preserve, protect and
                        perfect the security interest granted by the
                        Borrower to the Agent, on behalf of the
                        Lenders, hereby in respect of the Collateral
                        have been accomplished and the security
                        interest granted to the Agent, on behalf of
                        the Lenders, pursuant to this Security
                        Agreement in and to the Collateral
                        constitutes a perfected security interest, to
                        the extent that a security interest may be
                        obtained by filing, registration or
                        recording, except for Pledged Deposits with
                        other institutions not designated therein,
                        superior and prior to the rights of all other
                        Persons therein and subject to no other Liens
                        (except Liens permitted by Section 6.18 of
                        the Credit Agreement) and is entitled to all
                        the rights, priorities and benefits afforded
                        by the Uniform Commercial Code or other
                        relevant law as enacted in any relevant
                        jurisdiction which relates to perfected
                        security interests.  Without limiting in any
                        way the Obligations of the Borrower set forth
                        herein, if the Agent or any Lender shall
                        notify the Borrower of any filing required to
                        be made pursuant to this Section, the
                        Borrower shall promptly, and in any event
                        within ten (10) Business Days from such
                        notice, make any such filing.

                   (10) TITLE TO COLLATERAL.  Except as set forth in
                        the Credit Agreement, the Borrower has good
                        and marketable title, free of all Liens other
                        than those permitted by Section 6.18 of the
                        Credit Agreement, to <PAGE>all of the properties
                        and assets reflected in the most recent
                        balance sheet of the Borrower delivered to
                        Agent and Lenders pursuant to Section 6.1 of
                        the Credit Agreement as being owned by it and
                        to all of the properties and assets acquired
                        by it after the date thereof, except for
                        assets sold, transferred or otherwise
                        disposed of in the ordinary course of
                        business since the date of such balance sheet
                        or as permitted by Section 6.13 of the Credit
                        Agreement.

                   (11) RECEIVABLES.  The names of the obligors,
                        amounts owing, due dates and other
                        information with respect to the Receivables
                        are and will be correctly stated in all
                        material respects in all records of the
                        Borrower relating thereto and in all invoices
                        and reports with respect thereto furnished to
                        the Agent by the Borrower from time to time.

                   (12) INSURANCE.  Schedule I lists as of the date
                        hereof all insurance of any nature maintained
                        for current occurrences of Borrower and its
                        Subsidiaries, as well as a summary of such
                        insurance.

              b.   COVENANTS.

         From the date of this Security Agreement, and thereafter
until this Security Agreement is terminated pursuant to Section
9.13:

                   (1)  INSPECTION.  The Borrower will permit the
                        Agent and the Lenders, by their
                        representatives and agents, to inspect the
                        Collateral, to examine and make copies of the
                        records of the Borrower relating thereto, and
                        to discuss the Collateral and the records of
                        the Borrower with respect thereto with, and
                        to be advised as to the same by, the
                        Borrower's officers and employees and, in the
                        case of any Receivable, with any person or
                        entity which is or may be obligated thereon,
                        all upon reasonable prior notice from the
                        Agent and at such reasonable times and
                        intervals as the Agent may determine, all at
                        the Borrower's expense with the same rights
                        to, and limited to, expense reimbursement as
                        provided in accordance with Section [9.7] of
                        the Credit Agreement or inspections permitted
                        thereby.

                   (2)  TAXES.  The Borrower will pay when due all
                        taxes, assessments and governmental charges
                        and levies upon the Collateral, except those
                        which are being contested in good faith by
                        appropriate proceedings and with respect to
                        which adequate reserves under Agreement
                        Accounting Principles have been established
                        and to which no material risk of enforcement
                        exists.
<PAGE>
                   (3)  RECORDS AND REPORTS.  The Borrower will
                        maintain satisfactory and appropriate books
                        and records with respect to the Collateral
                        and furnish to the Agent, with sufficient
                        copies for each of the Lenders, such reports
                        relating to the Collateral as the Agent shall
                        from time to time reasonably request.

                   (4)  NOTICE OF DEFAULT.  The Borrower will give
                        prompt notice in writing to the Agent and the
                        Lenders of the occurrence of any Default or
                        Unmatured Default and of any other
                        development, financial or other, of which the
                        Borrower has knowledge and which could
                        reasonably be expected to have a Material
                        Adverse Effect.

                   (5)  FINANCING STATEMENTS AND OTHER ACTIONS.  The
                        Borrower will promptly execute and deliver to
                        the Agent all financing statements and other
                        documents from time to time requested by the
                        Agent or any Lender in order to perfect a
                        security interest or to maintain a perfected
                        security interest in the Collateral.

                   (6)  DISPOSITION OF COLLATERAL.  The Borrower will
                        not sell, lease or otherwise dispose of the
                        Collateral except as permitted by the Credit
                        Agreement.

                   (7)  LIENS.  The Borrower will not create, incur,
                        or suffer to exist any Lien upon the
                        Collateral except the security interests
                        created by this Security Agreement and Liens
                        permitted pursuant to Section 6.18 of the
                        Credit Agreement.

                   (8)  CHANGE IN LOCATION OR NAME.  The Borrower
                        will not (a) maintain a place of business,
                        hold tangible Collateral or maintain records
                        with respect to any Receivable at a location
                        other than a location specified on Exhibit A
                        hereto, or maintain Inventory and Equipment
                        in the State of Tennessee with an aggregate
                        net book value in excess of $2,000,000, (b)
                        change its name, or (c) change its mailing
                        address, unless the Borrower shall have given
                        the Agent not less than thirty (30) days'
                        prior written notice thereof, and the Agent
                        shall have determined that after giving
                        effect to any such change of name, address or
                        location, and the making of any additional
                        filings, registrations or recordings as the
                        Agent shall determine necessary, the Agent,
                        for the benefit of the Lenders, shall have a
                        valid and continuing, first perfected
                        security interest in the Collateral, except
                        for Liens permitted pursuant to Section 6.18
                        of the Credit Agreement.

                   (9)  OTHER FINANCING STATEMENTS.  The Borrower
                        will not SIGN or <PAGE>authorize the signing on its
                        behalf of any financing statement naming it
                        as debtor covering all or any portion of the
                        Collateral, except financing statements
                        naming the Agent, on behalf of the Lenders,
                        as secured party and those evidencing Liens
                        permitted pursuant to Section 6.18 of the
                        Credit Agreement and covering only property
                        expressly permitted to be pledged in such
                        transactions.

                   (10) PROTECTION OF THE LENDERS' SECURITY.  The
                        Borrower will do nothing to impair the rights
                        of the Agent or the Lenders in the
                        Collateral.  The Borrower will at all times
                        keep the Collateral insured in favor of the
                        Agent and the Lenders in compliance with the
                        requirements of the Credit Agreement.  The
                        Borrower assumes all liability and
                        responsibility in connection with the
                        Collateral acquired by it, and the liability
                        of the Borrower to pay its Obligations shall
                        in no way be affected or diminished by reason
                        of the fact that such Collateral may be lost,
                        stolen, damaged or for any reason whatsoever
                        unavailable to the Borrower.

                   (11) TITLED EQUIPMENT, ETC.  The Borrower will
                        promptly notify the Agent in writing upon (a)
                        acquiring any interest hereafter in Equipment
                        covered by any certificate of title, (b)
                        ACQUIRING any interest hereafter in
                        Collateral that is of a type where a security
                        interest or lien may be registered, recorded
                        or filed under, or notice thereof given
                        under, any federal statute or regulation and
                        (c) acquiring any interest hereafter in any
                        property that constitutes "Collateral" under
                        the form of Intellectual Property Assignment
                        attached as Exhibit D hereto.

                   (12) INSTRUMENTS, CHATTEL PAPER, DOCUMENTS AND
                        PLEDGED DEPOSITS.  Promptly upon request of
                        the Agent, the Borrower will deliver to the
                        Agent (a) the originals of all Instruments,
                        Documents, Chattel Paper and Pledged Deposits
                        which are evidenced by certificates included
                        in the Collateral endorsed in blank, marked
                        with such legends and assigned as the Agent
                        shall specify, and (b) hold in trust for the
                        Agent, on behalf of the Lenders, upon receipt
                        and immediately thereafter deliver to the
                        Agent, on behalf of the Lenders, any
                        Instrument or Document evidencing or
                        constituting Collateral (except, prior to the
                        occurrence of a Default, ordinary cash
                        dividends paid with respect to the
                        Instruments which are stock and the Stock
                        Rights).

                   (13) UNCERTIFICATED SECURITIES.  The Borrower will
                        permit the Agent and the Lenders from time to
                        time to cause the appropriate issuers of
                        uncertificated securities constituting
                        Instruments to mark their <PAGE>books and records
                        with the numbers and face amounts of all
                        uncertificated securities constituting
                        Instruments and all rollovers and
                        replacements therefor to reflect the Lien of
                        the Agent, on behalf of the Lenders, granted
                        pursuant to this Security Agreement.

                   (14) PLEDGED DEPOSITS.  The Borrower will not
                        withdraw all or any portion of any Pledged
                        Deposit or fail to rollover said Pledged
                        Deposit without the prior consent of the
                        Agent.

                   (15) FEDERAL CLAIMS.  The Borrower will notify the
                        Agent of any Collateral which, to its
                        knowledge, constitutes a claim against the
                        United States government or any
                        instrumentality or agency thereof (except for
                        claims against any state government, unless
                        requested by the Agent), the assignment of
                        which claim is restricted by federal law.
                        Promptly upon the request of the Agent, the
                        Borrower will take such steps as may be
                        necessary to comply with any applicable
                        federal assignment of claims laws.

                   (16) MAINTENANCE OF RECORDS.  The Borrower will
                        keep and maintain at its own cost and expense
                        satisfactory and appropriate records of each
                        Receivable for at least two (2) years from
                        the date on which such Receivable comes into
                        existence, including, without limitation,
                        records of all payments received, all credits
                        granted thereon and all other documentation
                        relating thereto, and the Borrower will make
                        the same available to the Agent for
                        inspection, at the Borrower's own cost and
                        expense, at any and all reasonable times.
                        Upon the occurrence and during the
                        continuance of a Default, the Borrower shall,
                        at its own cost and expense, upon request of
                        the Agent deliver all tangible evidence of
                        its Receivables (including, without
                        limitation, all documents evidencing the
                        Receivables) and such books and records to
                        the Agent or to its representatives (copies
                        of which evidence, books and records may be
                        retained by the Agent) at any time upon its
                        demand.  At the request of the Agent, the
                        Borrower shall legend, in form and manner
                        reasonably satisfactory to the Agent, the
                        Receivables and other books, records and
                        documents of the Borrower evidencing or
                        pertaining to the Receivables with an
                        appropriate reference to the fact that the
                        Receivables have been pledged to the Agent
                        for the benefit of the Lenders and that the
                        Agent has a security interest therein.  The
                        Borrower expressly agrees that, upon the
                        occurrence and during the continuance of a
                        Default, the Agent may transfer a full and
                        complete copy of the Borrower's books,
                        records, credit information, reports,
                        memoranda and all other writings relating to
                        the Receivables to and for the use <PAGE>by any
                        Person that has acquired or is contemplating
                        acquisition of an interest in the Receivables
                        or the Agent's security interest therein
                        without the consent of the Borrower.

                   (17) CERTAIN AGREEMENTS ON RECEIVABLES.  The
                        Borrower will not make or agree to make any
                        discount, credit, rebate or other reduction
                        in the original amount owing on a Receivable
                        or accept in satisfaction of a Receivable
                        less than the original amount thereof other
                        than, prior to the occurrence of a Default,
                        in the ordinary course of business and in
                        amounts which are not material to the
                        Borrower.

                   (18) COLLECTION OF RECEIVABLES.  Except as
                        otherwise provided in this Security
                        Agreement, the Borrower will collect and
                        enforce, at the Borrower's sole expense, all
                        amounts due or hereafter due to the Borrower
                        under the Receivables.

                   (19) FURTHER ACTIONS.  The Borrower will, at its
                        own expense, make, execute, endorse,
                        acknowledge, file and/or deliver to the Agent
                        from time to time such vouchers, invoices,
                        schedules, confirmatory assignments,
                        conveyances, financing statements, transfer
                        endorsements, powers of attorney,
                        certificates, reports and other assurances or
                        instruments and take such further steps
                        relating to the Receivables and other
                        property or rights covered by the security
                        interest hereby granted, as the Agent may
                        reasonably require.

                   (20) DISCLOSURE OF COUNTERCLAIM ON RECEIVABLES.
                        If any discount, credit or agreement to make
                        a rebate or to otherwise reduce the amount
                        owing on an individual Receivable in excess
                        of $100,000 or a group of Receivables at any
                        time aggregating in excess of $200,000 exists
                        or if, to the knowledge of the Borrower, any
                        dispute, setoff, claim, counterclaim or
                        defense exists or has been asserted or
                        threatened with respect to an individual
                        Receivable in excess of $100,000 or a group
                        of Receivables at any time aggregating in
                        excess of $200,000 the Borrower will disclose
                        such fact to the Agent in writing in
                        connection with the inspection by the Agent
                        or any Lender of any record of the Borrower
                        relating to such Receivable and in connection
                        with any invoice or report furnished by the
                        Borrower to the Agent relating to such
                        Receivable or a group of Receivables.

                   (21) INSTRUMENTS.  If any Receivable in excess of
                        $350,000 becomes evidenced by an Instrument
                        (other than a check payable to the order of
                        the Borrower which is promptly cashed by the
                        Borrower), the Borrower will within ten (10)
                        days notify the Agent thereof, <PAGE>and upon
                        request by the Agent promptly deliver such
                        Instrument to the Agent appropriately
                        endorsed to the order of the Agent as further
                        security hereunder.

                   (22) MAINTENANCE OF GOODS.  The Borrower will do
                        all things necessary to maintain, preserve,
                        protect and keep the Inventory and the
                        Equipment in good repair and working and
                        saleable condition as shall be consistent
                        with past practice.

                   (23) INSURANCE.  The Borrower will (a) maintain
                        insurance on the Inventory and Equipment as
                        required by Section 6.6 of the Credit
                        Agreement, (b) maintain such other insurance
                        on the Inventory and Equipment for the
                        benefit of the Agent and the Lenders as the
                        Agent shall from time to time request, and
                        (c) furnish to the Agent, upon the request of
                        the Agent, from time to time duplicates of
                        all policies of insurance on the Inventory
                        and Equipment and certificates with respect
                        to such insurance.

              Without limiting the generality of the foregoing,
Borrower shall deliver to Lender as soon as practicable after the
date hereof but in any event not later than July 30, 1999
certified copies and endorsements to all of its and its
Subsidiaries (a) "All Risk" and business interruption insurance
policies, naming Agent, for the benefit of itself and Lenders,
loss payee, and (b) general liability and other liability
policies naming Agent, for the benefit of itself and Lenders, as
an additional insured.  All policies of insurance on real and
personal property will contain an endorsement, in form and
substance acceptable to Agent, showing loss payable to Agent, for
the benefit of itself and Lenders (Form 438 BFU or equivalent)
and extra expense and business interruption endorsements.  Such
endorsement, or an independent instrument furnished to Agent,
will provide that the insurance companies will give Agent at
least 30 days prior written notice before any such policy or
policies of insurance shall be altered or canceled and that no
act or default of Borrower or any other Person shall affect the
right of Agent and Lenders to recover under such policy or
policies of insurance in case of loss or damage. Borrower shall
direct all present and future insurers under its "All Risk"
policies of insurance to pay all proceeds payable thereunder
directly to Agent.  If any insurance proceeds are paid by check,
draft or other instrument payable to any Borrower and Agent
jointly, Agent may endorse such Borrower's name thereon and do
such other things as Agent may deem advisable to reduce the same
to cash.  Agent reserves the right at any time, upon review of
each Borrower's risk profile, to require additional forms and
limits of insurance.  Each Borrower shall, on each anniversary of
the date hereof and from time to time at Agent's request, deliver
to Agent a report by a reputable insurance broker, satisfactory
to Agent, with respect to such Person's insurance policies.

                   (24) TITLED VEHICLES.  Upon request, the Borrower
                        will give the Agent information as to ownership
                        of any vehicle covered by a certificate of title.
                        Promptly upon request of the Agent, the Borrower
                        will deliver any such certificate of title to
                        the Agent and/or will cause the lien of the Agent,
                        on behalf of the Lenders, to be noted <PAGE>
                        thereupon.

              v.   DEFAULT.

              (1)  The occurrence of any one or more of the following
                   events shall constitute a Default:

                   (a)  Any representation or warranty made by or on
                        behalf of the Borrower to the Agent or the
                        Lenders under or in connection with this
                        Security Agreement shall be false in any
                        material respect as of the date on which
                        made.

                   (b)  The breach by the Borrower of any of the
                        terms or provisions of Section 4.4, 4.5, 4.6,
                        4.7, 4.8, 4.9, 4.12, 4.13, 4.14, 4.21, 7 or
                        8.1 hereof.

                   (c)  The breach by the Borrower (other than a
                        breach which constitutes a Default under
                        Section 5.1.1 or 5.1.2 hereof) of any of the
                        terms or provisions of this Security
                        Agreement which is not remedied within twenty
                        (20) days after the giving of written notice
                        by the Agent.

                   (d)  Any Collateral shall be transferred or
                        otherwise disposed of, either voluntarily or
                        involuntarily, in any manner not permitted by
                        Section 4.6 or 9.7 hereof or shall be lost,
                        stolen, damaged or destroyed.

                   (e)  The occurrence of any "Default" under, and as
                        defined in, the Credit Agreement.

              (2)  ACCELERATION AND REMEDIES.  If any Default
                   described in Section 7.6 or 7.7 of the Credit
                   Agreement occurs, the Obligations shall
                   immediately become due and payable without any
                   election or action on the part of the Agent or any
                   Lender.  If any other Default occurs, the
                   Obligations may be declared to be due and payable
                   in accordance with the Credit Agreement, whereupon
                   the Obligations shall become immediately due and
                   payable, without presentment, demand, protest or
                   notice of any kind, all of which the Borrower
                   hereby expressly waives.

              (3)  REMEDIES; OBTAINING THE COLLATERAL UPON DEFAULT.
                   The Borrower agrees that, if any Default shall
                   have occurred and be continuing, then and in every
                   such case, subject to any mandatory requirements
                   of applicable law then in effect, the Agent may:
<PAGE>
                   (i)  personally, or by agents or attorneys,
                        immediately take possession of the Collateral
                        or any part thereof, from the Borrower or any
                        other Person who then has possession of any
                        part thereof with or without notice or
                        process of law (unless the same shall be
                        required by applicable law), and for that
                        purpose may enter in an orderly and lawful
                        manner upon the Borrower's premises where any
                        of the Collateral is located and remove the
                        same and use in connection with such removal
                        any and all services, supplies, aids and
                        other facilities of the Borrower;

                   (ii) instruct the obligor or obligors on any
                        contract, agreement, instrument or other
                        obligation (including, without limitation,
                        the Receivables) constituting the Collateral
                        to make any payment required by the terms of
                        such instrument or agreement directly to the
                        Agent, on behalf of the Lenders;

                  (iii) sell or otherwise liquidate, or direct the
                        Borrower to sell or otherwise liquidate, any
                        or all investments made in whole or in part
                        with the Collateral or any part thereof, and
                        take possession of the proceeds of any such
                        sale or liquidation;

                   (iv) with respect to Obligations which are
                        contingent and cannot be accelerated by their
                        nature, require the Borrower to deposit cash
                        or other acceptable collateral in an amount
                        sufficient to cover principal, interest and
                        fees which will have accrued by the maturity
                        date on said Obligations to be held as
                        security for said Obligations in the special
                        collateral account referred to in Section 7.2
                        hereof; and

                   (v)  take possession of the Collateral or any part
                        thereof, by directing the Borrower in writing
                        to deliver the same to the Agent, on behalf
                        of the Lenders, at any reasonable place or
                        places designated by the Agent, in which
                        event the Borrower shall at its own expense:

                        1)   forthwith cause the same to be moved to
                             the place or places so designated by the
                             Agent and there delivered to the Agent,
                             on behalf <PAGE>of the Lenders;

                        2)   store and keep any Collateral so
                             delivered to the Agent, on behalf of the
                             Lenders, at such place or places pending
                             further action by the Agent; and

                        3)   while the Collateral shall be so stored
                             and kept, provide such guards and
                             maintenance services as shall be
                             necessary to protect the same and to
                             preserve and maintain them in good
                             condition;

it being understood that the Borrower's obligation so to deliver
the Collateral is of the essence of this Security Agreement and
that, accordingly, upon application to a court of equity having
jurisdiction, the Agent, on behalf of the Lenders, shall be
entitled to a decree requiring specific performance by the
Borrower of said obligation.

              (4)  DISPOSITION OF THE COLLATERAL.

                        (i)  Any Collateral repossessed by the Agent,
                             on behalf of the Lenders, under or
                             pursuant to Section 5.3 hereof and any
                             other Collateral whether or not so
                             repossessed by the Agent, on behalf of
                             the Lenders, upon the occurrence of a
                             Default may be sold, leased or otherwise
                             disposed of under one or more contracts
                             or as an entirety and without the
                             necessity of gathering at the place of
                             sale the property to be sold, and in
                             general in such manner, at such time or
                             times, at such place or places and on
                             such terms and for such prices as the
                             Agent may, in compliance with any
                             mandatory requirements of applicable
                             law, determine to be commercially
                             reasonable.  Upon the occurrence and
                             during the continuance of any Default,
                             the Agent, on behalf of the Lenders,
                             shall have the power to foreclose the
                             Borrower's right of redemption in the
                             Collateral by sale, lease or other
                             disposition of the Collateral in
                             accordance with the Uniform Commercial
                             Code as enacted in each state where the
                             Collateral is located.  Any of the
                             Collateral may be sold, leased or
                             otherwise disposed of in the condition
                             in which the same existed when taken by
                             the Agent, on behalf of the Lenders, or
                             after any overhaul or repair which the
                             Agent shall determine to be commercially
                             <PAGE> reasonable and the Agent shall be
                             entitled to reimbursement for the
                             payment of any costs or expenses of such
                             overhaul or repair.  Any such
                             disposition which shall be a private
                             sale or other private proceeding
                             permitted by the requirements of
                             applicable law shall be made after
                             written notice to the Borrower
                             specifying the time at which such
                             disposition is to be made and the
                             intended sale price or other
                             consideration therefor.  Any such
                             disposition which shall be a public sale
                             permitted by such requirements of
                             applicable law shall be made after
                             written notice to the Borrower
                             specifying the time and place of such
                             sale and, in the absence of applicable
                             requirements of law, shall be by public
                             auction.  To the extent permitted by any
                             such requirement of law, the Agent, on
                             behalf of the Lenders, may itself bid
                             for and become the purchaser of the
                             Collateral or any item thereof, offered
                             for sale in accordance with this Section
                             5.4 without accountability to the
                             Borrower.  In the payment of the
                             purchase price of the Collateral the
                             purchaser shall be entitled to have
                             credit on account of the purchase price
                             thereof of amounts owing to such
                             purchaser on account of any of the
                             Obligations held by such purchaser and
                             any such purchaser may deliver notes,
                             claims for interest, or claims for other
                             payment with respect to such Obligations
                             in lieu of cash up to the amount which
                             would, upon distribution of the net
                             proceeds of such sale, be payable
                             thereon.  Such notes, if the amount
                             payable hereunder shall be less than the
                             amount due thereon, shall be returned to
                             the holder thereof after being
                             appropriately stamped to show partial
                             payment.  If, under mandatory
                             requirements of applicable law, the
                             Agent, on behalf of the Lenders, shall
                             be required to make disposition of the
                             Collateral within a period of time which
                             does not permit the giving of notice to
                             the Borrower as hereinabove specified,
                             the Agent need give the Borrower only
                             such notice of disposition as shall be
                             reasonably practicable in view of such
                             mandatory requirements of applicable
                             law.

                        (ii) No notification need be given to the
                             Borrower if it has signed, after an
                             Unmatured Default or Default, <PAGE>a
                             statement renouncing or modifying any
                             right to notification of sale or other
                             intended disposition.  In addition to
                             the rights and remedies granted to it in
                             this Security Agreement and in the
                             Credit Agreement, the Agent, on behalf
                             of the Lenders, shall have all the
                             rights and remedies of a secured party
                             under the Uniform Commercial Code of the
                             state in which the Collateral is
                             located.

              vi.  WAIVERS, AMENDMENTS AND REMEDIES.

              No delay or omission of the Agent or any Lender to
exercise any right or remedy granted under this Security
Agreement shall impair such right or remedy or be construed to be
a waiver of any Default or Unmatured Default or an acquiescence
therein, and any single or partial exercise of any such right or
remedy shall not preclude other or further exercise thereof or
the exercise of any other right or remedy, and no waiver,
amendment or other variation of the terms, conditions or
provisions of this Security Agreement whatsoever shall be valid
unless in writing signed by the Agent and the Required Lenders
(if so required by the Credit Agreement), and then only to the
extent specifically set forth in such writing; provided, however,
that any amendment purporting to release all or substantially all
of the Collateral shall be valid only if consented to by each of
the Lenders.  All rights and remedies contained in this Security
Agreement or by law afforded shall be cumulative and all shall be
available to the Agent and the Lenders until the Obligations have
been paid in full.

              vii. PROCEEDS; COLLECTION OF RECEIVABLES.

                   (1)  COLLECTION OF RECEIVABLES.  The Agent may at
                        any time when a Default has occurred and is
                        continuing in its sole discretion by giving
                        the Borrower written notice, elect to require
                        that the Receivables be paid directly to the
                        Agent, on behalf of the Lenders.  In such
                        event, the Borrower shall, and shall permit
                        the Agent to, promptly notify the account
                        debtors or obligors under the Receivables of
                        the Agent's and the Lenders' interest therein
                        and direct such account debtors or obligors
                        to make payment of all amounts then or
                        thereafter due under the Receivables directly
                        to the Agent.  Upon receipt of any such
                        notice from the Agent, the Borrower shall
                        thereafter hold in trust for the Agent and
                        the Lenders all amounts and proceeds received
                        by it with respect to the Receivables and
                        other Collateral and immediately and at all
                        times thereafter deliver to the Agent, on
                        behalf of the Lenders, all such amounts and
                        proceeds in the same form as so received,
                        whether by cash, check, draft or otherwise,
                        with any necessary endorsements.  The Agent
                        shall hold and apply funds so received as
                        provided by the terms of Sections 7.3 and 7.4
                        hereof.
<PAGE>
                   (2)  SPECIAL COLLATERAL ACCOUNT.  The Agent may
                        require all cash proceeds of the Collateral
                        received by the Agent, on behalf of the
                        Lenders, to be deposited in a special
                        interest bearing cash collateral account with
                        the Agent and held there as security for the
                        Obligations.  Prior to a Default or Unmatured
                        Default, the Borrower, upon advance written
                        notice to the Agent, may direct investment of
                        the collected balances in said cash
                        collateral account with the Agent in
                        investments permitted by Section 6.16 of the
                        Credit Agreement; provided, however, upon the
                        occurrence and during the continuance of a
                        Default or Unmatured Default, the Borrower
                        shall have no control whatsoever over said
                        cash collateral account or the investment
                        thereof.  The Agent shall from time to time,
                        in its sole discretion, either deposit the
                        collected balances in said cash collateral
                        account into the Borrower's general operating
                        account with the Agent or apply the collected
                        balances in said cash collateral account to
                        the payment of the Obligations whether or not
                        the Obligations shall then be due.

                   (3)  APPLICATION OF PROCEEDS.  The proceeds of the
                        Collateral shall be applied by the Agent to
                        payment of the Obligations in the following
                        order unless a court of competent
                        jurisdiction shall otherwise direct:

                             (i)  FIRST, to payment of all reasonable
                                  costs and expenses of the Agent and
                                  the Lenders incurred in connection
                                  with the collection and enforcement
                                  of the Obligations or of the
                                  security interest granted to the
                                  Agent and the Lenders pursuant to
                                  this Security Agreement, including
                                  all costs and expenses of any sale
                                  pursuant to Sections 5.3 and 5.4
                                  hereof, and of any judicial or
                                  private proceedings in which such
                                  sale may be made, and of all other
                                  expenses, liabilities and advances
                                  made or incurred by the Agent, the
                                  Lenders and the agents and
                                  attorneys of each of them, together
                                  with interest at the Default Rate
                                  on such costs, expenses and
                                  liabilities and on all advances
                                  made by the Agent or any Lender
                                  from the date any such cost,
                                  expense or liability is due, owing
                                  or unpaid or any such advance is
                                  made, in each case until paid in
                                  full;

                             (ii) SECOND, to payment of that portion
                                  of the Obligations constituting
                                  accrued and unpaid interest and
                                  fees, together with interest owing
                                  thereon at the Default Rate from
                                  the date due, owing or unpaid <PAGE>until
                                  paid in full;

                            (iii) THIRD, ratably to payment (i) of
                                  the principal of the Obligations,
                                  then due, owing or unpaid in
                                  respect of any Advances pursuant to
                                  the Credit Agreement or the Notes
                                  with interest on such unpaid
                                  principal at the Default Rate from
                                  and after the happening of any
                                  Default until paid in full, and
                                  (ii) any Rate Hedging Obligations
                                  due, owing or unpaid to the
                                  Lenders;

                             (iv) FOURTH, to cash collateralize the
                                  undrawn portion of all Letters of
                                  Credit by deposit with the Agent an
                                  amount equal to 110% of the
                                  aggregate amount thereof;

                             (v)  FIFTH, to payment of any other
                                  Obligations due, owing or unpaid
                                  until paid in full including,
                                  without limitation, any Obligations
                                  incurred pursuant to Section 9.3
                                  hereof; and

                             (vi) SIXTH, the balance, if any, after
                                  all of the Obligations have been
                                  satisfied, shall be remitted to the
                                  Borrower or as required by law.

                        (4)  REMEDIES CUMULATIVE.  Each and every
                             right, power and remedy hereby
                             specifically given to the Agent, for the
                             benefit of the Lenders, shall be in
                             addition to every other right, power and
                             remedy specifically given under this
                             Security Agreement, the Credit Agreement
                             or any other Loan Document now or
                             hereafter existing at law or in equity,
                             or by statute and each and every right,
                             power and remedy whether specifically
                             herein given or otherwise existing may
                             be exercised from time to time or
                             simultaneously and as often and in such
                             order as may be deemed expedient by the
                             Agent.  All such rights, powers and
                             remedies shall be cumulative and the
                             exercise or the beginning of exercise of
                             one shall not be deemed a waiver of the
                             right to exercise any of the others.  No
                             delay or omission of the Agent in the
                             exercise of any such right, power or
                             remedy and no renewal or extension of
                             any of the Obligations shall impair any
                             such right, power or remedy or shall be
                             construed to be a waiver of any Default
                             or an acquiescence therein.  In the
                             event that the Agent or any Lender shall
                             bring any suit to enforce any of its
                             rights hereunder and shall be entitled
                             to judgment, then in such suit the Agent
                             or such Lender may recover reasonable
                             expenses, including attorneys' fees,
                             which attorneys <PAGE>may be employees of the
                             Agent, and the amounts thereof shall be
                             included in such judgment.

                        (5)  DISCONTINUANCE OF PROCEEDINGS.  In case
                             the Agent or any Lender shall have
                             instituted any proceeding to enforce any
                             right, power or remedy under this
                             Security Agreement by foreclosure, sale,
                             entry or otherwise, and such proceeding
                             shall have been discontinued or
                             abandoned for any reason or shall have
                             been determined adversely to the Agent
                             or such Lender, then and in every such
                             case the Borrower and the Agent or such
                             Lender shall be restored to their
                             respective former positions and rights
                             hereunder with respect to the
                             Collateral, and all rights, remedies and
                             powers of the Agent or such Lender shall
                             continue as if no such proceeding had
                             been instituted.

              viii.     INDEMNITY.

                   (1)  INDEMNITY.

                        (i)  The Borrower agrees to indemnify the
                             Agent, the Lenders and their respective
                             successors, assigns, employees, agents
                             and servants (each an "Indemnitee") as
                             provided by Section 9.7 of the Credit
                             Agreement as if such Section 9.7 were
                             fully set forth herein.

                        (ii) Without limiting the application of
                             Section 8.1(a) hereof, the Borrower
                             agrees to pay, or reimburse the Agent
                             for any and all reasonable fees
                             (including, without limitation,
                             reasonable attorneys' fees, which
                             attorneys may be employees of the
                             Agent), costs and expenses of whatever
                             kind or nature incurred in connection
                             with the creation, preservation or
                             protection of the Agent's security
                             interest in the Collateral, including,
                             without limitation, all fees and taxes
                             in connection with the recording or
                             filing of instruments and documents in
                             public offices, payment or discharge of
                             any taxes (excluding income, franchise
                             taxes or other taxes levied on gross
                             earnings, profits or the like) or Liens
                             upon or in respect of the Collateral,
                             premiums for insurance with respect to
                             the Collateral (except to the extent
                             that the Borrower has already paid any
                             such premiums in compliance with the
                             Credit Agreement) and all other
                             reasonable fees, costs and <PAGE>expenses in
                             connection with preparing, executing,
                             delivering or administering this
                             Security Agreement and in connection
                             with protecting, maintaining or
                             preserving the Collateral and the
                             Agent's interest therein, whether
                             through judicial proceedings or
                             otherwise, or in defending or
                             prosecuting any actions, suits or
                             proceedings arising out of or relating
                             to the Collateral.

                   (iii)     Without limiting the application of
                             Section 8.1(a) or (b) hereof, the
                             Borrower agrees to pay, indemnify and
                             hold each Indemnitee harmless from and
                             against any losses, costs, damages and
                             expenses which such Indemnitee may
                             suffer, expend or incur as a consequence
                             or growing out of any misrepresentation
                             by the Borrower in this Security
                             Agreement or the Credit Agreement or in
                             any statement or writing contemplated
                             by, made or delivered pursuant to or in
                             connection with this Security Agreement
                             or the Credit Agreement, except to the
                             extent that any such loss arises out of
                             the gross negligence or willful
                             misconduct of such Indemnitee.

                        (iv) If and to the extent that the
                             Obligations of the Borrower under this
                             Section are unenforceable for any
                             reason, the Borrower hereby agrees to
                             make the maximum contribution to the
                             payment and satisfaction of such
                             Obligations which is permissible under
                             applicable law.

                        (v)  The Obligations of the Borrower
                             contained in this Section 8.1 shall
                             survive the termination of this Security
                             Agreement and the discharge of the
                             Borrower's other Obligations hereunder.

                   (2)  INDEMNITY OBLIGATION SECURED BY COLLATERAL;
                        SURVIVAL.  Any amounts paid by any Indemnitee
                        as to which such Indemnitee has the right to
                        reimbursement shall constitute Obligations
                        secured by the Collateral.  The indemnity
                        obligations of the Borrower contained in this
                        Security Agreement shall continue in full
                        force and effect notwithstanding the full
                        payment of all amounts owing under the Credit
                        Agreement and all of the other Obligations
                        and notwithstanding the discharge thereof and
                        the termination of this Security Agreement.
<PAGE>
         ix.  GENERAL PROVISIONS.

              (1)  NOTICE OF DISPOSITION OF COLLATERAL.  The Borrower
                   hereby agrees that any notice of the time and
                   place of any public sale or the time after which
                   any private sale or other disposition of all or
                   any part of the Collateral shall be deemed
                   reasonable if sent to the Borrower, addressed as
                   set forth in Section 10 hereof, at least ten (10)
                   days prior to any such public sale or the time
                   after which any such private sale or other
                   disposition may be made.

              (2)  Compromises and Collection of Collateral.  The
                   Borrower, the Agent and the Lenders recognize that
                   setoffs, counterclaims, defenses and other claims
                   may be asserted by obligors with respect to
                   certain of the Receivables, that certain of the
                   Receivables may be or become uncollectible in
                   whole or in part and that the expense and
                   probability of success in litigating a disputed
                   Receivable may exceed the amount that reasonably
                   may be expected to be recovered with respect to a
                   Receivable.  In view of the foregoing, the
                   Borrower agrees that the Agent, on behalf of the
                   Lenders, may at any time and from time to time, if
                   a Default has occurred and is continuing,
                   compromise with the obligor on any Receivable,
                   accept in full payment of any Receivable such
                   amount as the Agent in its sole discretion shall
                   determine or abandon any Receivable, and any such
                   action by the Agent shall be commercially
                   reasonable so long as the Agent acts in good faith
                   based on information known to it at the time it
                   takes any such action.

              (3)  SECURED PARTY PERFORMANCE OF BORROWER OBLIGATIONS.
                   Without having any obligation to do so, upon
                   either (a) notice to the Borrower or (b) the
                   occurrence of an Unmatured Default or a Default,
                   the Agent may perform or pay any obligation which
                   the Borrower has agreed to perform or pay in this
                   Security Agreement and the Borrower shall
                   reimburse the Agent for any amounts paid by the
                   Agent or such Lender pursuant to this Section 9.3.
                   The Borrower's obligation to reimburse the Agent
                   pursuant to the preceding sentence shall be an
                   Obligation payable on demand.

              (4)  AUTHORIZATION FOR SECURED PARTY TO TAKE CERTAIN
                   ACTION.  The Borrower irrevocably authorizes the
                   Agent, at any time and from time to time, in the
                   sole discretion of the Agent, and appoints the
                   Agent as its attorney-in-fact to act on behalf of
                   the Borrower, (a) to execute on behalf of the
                   Borrower as debtor and to file financing
                   statements necessary or desirable in the Agent's
                   sole <PAGE>discretion to perfect and to maintain the
                   perfection and priority of the Agent's security
                   interest in the Collateral, on behalf of the
                   Lenders, (b) to endorse and collect any cash
                   proceeds of the Collateral, (c) to file a carbon,
                   photographic or other reproduction of this
                   Security Agreement or any financing statement with
                   respect to the Collateral as a financing statement
                   in such offices as the Agent in its sole
                   discretion deems necessary or desirable to perfect
                   and to maintain the perfection and priority of the
                   Agent's and the Lenders' security interest in the
                   Collateral, (d) to enforce payment of the
                   Receivables in the name of the Agent, any Lender
                   or the Borrower, and (e) to apply the proceeds of
                   any Collateral received by the Agent to the
                   Obligations as provided in Section 7 hereof.  This
                   appointment as attorney-in-fact is coupled with an
                   interest and shall be irrevocable for so long as
                   any Obligations are outstanding.

              (5)  SPECIFIC PERFORMANCE OF CERTAIN COVENANTS.  The
                   Borrower acknowledges and agrees that a breach of
                   any of the covenants contained in Sections 4.1,
                   4.5, 4.6, 4.12, 4.21, 5.3, 7 and 9.7 hereof will
                   cause irreparable injury to the Agent and the
                   Lenders and that the Agent and the Lenders have no
                   adequate remedy at law in respect of such breaches
                   and therefore agrees, without limiting the right
                   of the Agent and the Lenders to seek and obtain
                   specific performance of other obligations of the
                   Borrower contained in this Security Agreement,
                   that the covenants of the Borrower contained in
                   the Sections referred to in this Section 9.5 shall
                   be specifically enforceable against the Borrower.

              (6)  USE AND POSSESSION OF CERTAIN PREMISES.  Upon the
                   occurrence of a Default or Unmatured Default, the
                   Agent or any Lender shall be entitled to occupy
                   and use any premises owned or leased by the
                   Borrower where records relating to the Collateral
                   are located until the Obligations are paid,
                   without any obligation to pay the Borrower or any
                   other Person for such use and occupancy.

              (7)  DISPOSITIONS NOT AUTHORIZED.  The Borrower is not
                   authorized to sell or otherwise dispose of the
                   Collateral except as permitted in the Credit
                   Agreement and notwithstanding any course of
                   dealing between the Borrower and the Agent or any
                   Lender or other conduct of the Agent or any
                   Lender, no authorization to sell or otherwise
                   dispose of the Collateral (except as set forth in
                   the Credit Agreement) shall be binding upon the
                   Agent or any Lender unless such authorization is
                   in writing signed as required by Section 6 hereof.
<PAGE>
              (8)  DEFINITION OF CERTAIN TERMS.  Terms defined in the
                   Illinois Uniform Commercial Code which are not
                   otherwise defined in this Security Agreement are
                   used in this Security Agreement as defined in the
                   Illinois Uniform Commercial Code as in effect on
                   the date hereof.

              (9)  BENEFIT OF AGREEMENT.  The terms and provisions of
                   this Security Agreement shall be binding upon and
                   inure to the benefit of the Borrower, the Agent
                   and the Lenders and each such Person's successors
                   and assigns, except that the Borrower shall not
                   have the right to assign its rights under this
                   Security Agreement or any interest herein without
                   the prior written consent of the Agent.

              (10) SURVIVAL OF REPRESENTATIONS.  All representations
                   and warranties of the Borrower contained in this
                   Security Agreement shall survive the execution and
                   delivery of this Security Agreement.

              (11) TAXES AND EXPENSES.  Any taxes (excluding income
                   taxes, franchise taxes or other taxes levied on
                   gross earnings, profits or the like) payable or
                   ruled payable by any Federal or State authority in
                   respect of this Security Agreement shall be paid
                   by the Borrower, together with interest and
                   penalties, if any.  The Borrower shall reimburse
                   the Agent for any and all reasonable outofpocket
                   expenses and internal charges (including
                   reasonable attorneys', auditors' and accountants'
                   fees and reasonable time charges of attorneys,
                   auditors and accountants who may be employees of
                   the Agent or the Lenders) paid or incurred by the
                   Agent in connection with the preparation,
                   execution, delivery, administration, collection
                   and enforcement of this Security Agreement and in
                   the audit, analysis, administration, collection,
                   preservation or sale of the Collateral (including
                   the expenses and charges associated with any
                   periodic or special audit of the Collateral).  The
                   Borrower shall reimburse the other Lenders for any
                   and all reasonable outofpocket expenses and
                   internal charges (including reasonable attorneys',
                   auditors' and accountants' fees and reasonable
                   time charges of attorneys, auditors and
                   accountants who may be employees of the Agent or
                   the Lenders) paid or incurred by any Lender in
                   connection with the enforcement of this Security
                   Agreement.

              (12) HEADINGS.  The title of and section headings in
                   this Security Agreement are for convenience of
                   reference only, and shall not govern the
                   interpretation of any of the terms and provisions
                   of this Security Agreement.
<PAGE>
              (13) TERMINATION.  This Security Agreement and the
                   Liens arising hereunder shall continue in effect
                   (notwithstanding the fact that from time to time
                   there may be no Obligations or commitments
                   therefor outstanding) until the payment in full of
                   the Obligations and the termination of the Credit
                   Agreement in accordance with its terms and all
                   commitments of the Lenders thereunder, at which
                   time the security interests granted hereby shall
                   terminate and any and all rights to the Collateral
                   shall revert to the Borrower.  Upon such
                   termination, the Agent shall promptly return to
                   the Borrower, at the Borrower's expense, such of
                   the Collateral held by the Agent as shall not have
                   been sold or otherwise applied pursuant to the
                   terms hereof.  The Agent will promptly execute and
                   deliver to the Borrower such other documents as
                   the Borrower shall reasonably request to evidence
                   such termination.

              (14) ENTIRE AGREEMENT.  This Security Agreement, the
                   Credit Agreement and the other Loan Documents
                   embody the entire agreement and understanding
                   among the Borrower, the Agent and the Lenders
                   relating to the Collateral and supersede all prior
                   written and oral agreements and understandings
                   among the Borrower, the Agent and the Lenders
                   relating to the subject matter hereof.

              (15) CHOICE OF LAW.  THIS SECURITY AGREEMENT SHALL BE
                   CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS,
                   WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS, OF
                   THE STATE OF ILLINOIS, BUT GIVING EFFECT TO
                   FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

              (16) RELEASES.  Upon termination of this Security
                   Agreement in accordance with the provisions of
                   Section 9.13 hereof, the Agent and the Lenders
                   shall, at the Borrower's request and expense,
                   execute such releases as the Borrower may
                   reasonably request, in form and upon terms
                   acceptable to the Agent and the Lenders in all
                   respects.

              (17) WAIVERS.  Except to the extent expressly otherwise
                   provided herein or in any other Loan Document, the
                   Borrower waives, to the extent permitted by
                   applicable law, (a) any right to require either
                   the Agent or any Lender to proceed against any
                   other person, to exhaust its rights in any other
                   collateral, or to pursue any other right which
                   either the Agent or any Lender may have, and (b)
                   with respect to the Obligations, presentment and
                   demand for payment, protest, notice of protest and
                   nonpayment, and notice of the intention to
                   accelerate.

              (18) COUNTERPARTS.  This Security Agreement may be
                   executed in any number of counterparts, all of
                   which taken together shall constitute <PAGE>one
                   agreement, and any of the parties hereto may
                   execute this Security Agreement by signing any
                   such counterpart.  This Security Agreement shall
                   be effective when it has been executed by the
                   Borrower and the Agent.

              (19) DISTRIBUTION OF REPORTS.  The Borrower authorizes
                   the Agent and each Lender, as the Agent or such
                   Lender may elect in its sole discretion, to
                   discuss with and furnish to any other Person
                   having an interest in the Obligations (whether as
                   a guarantor, pledgor of collateral, participant or
                   otherwise) all financial statements, audit reports
                   and other information pertaining to the Borrower
                   or the Collateral whether such information was
                   provided by the Borrower or prepared or obtained
                   by the Agent or such Lender.  Neither the Agent
                   nor any Lender, nor any of such Person's
                   employees, officers, directors or agents makes any
                   representation or warranty regarding any audit
                   reports or other analyses of the Borrower's
                   condition which the Agent or such Lender may in
                   its sole discretion prepare and elect to
                   distribute, nor shall the Agent or any Lender, nor
                   any such Person's employees, officers, directors
                   or agents be liable to any person or entity
                   receiving a copy of such reports or analyses for
                   any inaccuracy or omission contained in or
                   relating thereto.

         x.   NOTICES.

              (1)  SENDING NOTICES.  Any notice required or permitted
                   to be given under this Security Agreement shall be
                   given in accordance with Section 13.1 of the
                   Credit Agreement.

              (2)  CHANGE IN ADDRESS FOR NOTICES.  Each of the
                   Borrower and the Agent may change the address for
                   service of notice upon it by a notice in writing
                   to the other party hereto.
<PAGE>
         IN WITNESS WHEREOF, the Borrower has executed this Security
Agreement as of the date first above written.


                                       RAWLING'S SPORTING GOODS
                                       COMPANY, INC.



                                       By:/s/ Rexford K. Peterson
                                       Title: Chief Financial Officer



ACCEPTED AND AGREED TO:

THE FIRST NATIONAL BANK
OF CHICAGO, as Agent for the Lenders



By:/s/ Nathan Block

Title: First Vice President