EXHIBIT 4.1





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                                CREDIT AGREEMENT

                                      AMONG
                                BACOU USA, INC.,

                        UVEX SAFETY MANUFACTURING, INC.,

                                BANKBOSTON, N.A.,

                          KEYBANK NATIONAL ASSOCIATION,

                                       AND

                           BANKBOSTON, N.A., AS AGENT


                           Dated as of August 24, 1999


                         ==============================


<PAGE>


                                TABLE OF CONTENTS

                                                                          Page
                                                                          ----

Section  l.  DEFINITIONS AND RULES OF INTERPRETATION.                       1
Section  2.  THE REVOLVING LOAN FACILITY                                   14
Section  3.  THE BOND                                                      20
Section  4.  CERTAIN GENERAL PROVISIONS                                    23
Section  5.  REPRESENTATIONS AND WARRANTIES                                27
Section  6.  AFFIRMATIVE COVENANTS OF THE OBLIGORS                         34
Section  7.  NEGATIVE COVENANTS OF THE OBLIGORS                            40
Section  8.  CLOSING CONDITIONS                                            44
Section  9.  CONDITIONS TO ALL BORROWINGS                                  45
Section 10.  EVENTS OF DEFAULT; ACCELERATION; ETC.                         46
Section 11.  SETOFF                                                        49
Section 12.  THE AGENT                                                     50
Section 13.  EXPENSES                                                      55
Section 14.  INDEMNIFICATION                                               56
Section 15.  SURVIVAL OF COVENANTS, ETC.                                   57
Section 16.  ASSIGNMENT AND PARTICIPATION                                  57
Section 17.  NOTICES, ETC.                                                 61
Section 18.  MISCELLANEOUS                                                 62
Section 19.  COUNTERPARTS                                                  63
Section 20.  ENTIRE AGREEMENT, ETC.                                        63
Section 21.  CONSENTS, AMENDMENTS, WAIVERS, ETC.                           63
Section 22.  DEFEASANCE                                                    64
Section 23.  SEVERABILITY                                                  64
Section 24.  GOVERNING LAW                                                 64
Section 25.  WAIVER OF JURY TRIAL                                          65


LIST OF EXHIBITS AND SCHEDULES
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     SCHEDULE 1:          Banks and Amounts of Commitments                 67
     ----------
     SCHEDULE 5.1:        Qualification as Foreign Corporation             68
     ------------
     SCHEDULE 5.15:       Affiliates and Subsidiaries of Obligors          69
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     SCHEDULE 5.19:       Existing Indebtedness of Obligors                70
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     SCHEDULE 5.23:       Trade Names                                      71
     -------------
     SCHEDULE 6.16:       Permitted Subordinated Indebtedness              72
     -------------
     SCHEDULE 7.1.3:      Permitted Debt                                   73
     --------------
     SCHEDULE 7.4:        Permitted Contingent Liabilities                 74
     ------------
     EXHIBIT A:           Form of Note                                     75
     ---------
     EXHIBIT B:           Form of Written Notice of Loan Request           76
     ---------
     EXHIBIT C:           Form of Assignment and Acceptance by Bank's
     ----------             Assignee                                       78


<PAGE>

                                CREDIT AGREEMENT

                  THIS  CREDIT  AGREEMENT  is made as of the 24th day of August,
1999, by and among BACOU USA, INC., a Delaware  corporation  ("Borrower"),  UVEX
SAFETY  MANUFACTURING,  INC., a Delaware corporation ("Uvex";  together with the
Borrower,  hereinafter  collectively referred to as "Obligors";  and each of the
Obligors is sometimes  individually  referred to as an  "Obligor"),  BANKBOSTON,
N.A., a national  banking  association  organized and existing under the laws of
the United  States of America,  with its head  office at 100  Federal  Street in
Boston, Massachusetts  ("BankBoston"),  KEYBANK NATIONAL ASSOCIATION, a national
banking  association  having  an  office at One  Canal  Plaza,  Portland,  Maine
04101-4035  ("KeyBank";  together  with  BankBoston,   hereinafter  collectively
referred to as "Banks"; and each of the Banks is sometimes individually referred
to as a "Bank"), and BANKBOSTON,  N.A., a national banking association organized
and  existing  under the laws of the  United  States of  America,  with its head
office at 100 Federal Street in Boston,  Massachusetts,  as agent  ("Agent") for
itself and KeyBank, in the following circumstances:

                  A. The Obligors have  requested  that the Banks (1) provide to
the Borrower a revolving line of credit facility with a maximum  principal limit
of  $36,000,000  (the  "Revolving  Loan  Facility"),  and  (2)  purchase  up  to
$30,000,000 of an economic development revenue bond to be issued by Rhode Island
Industrial Facilities Corporation.

                  B. The Obligors, the Banks, and the Agent have agreed, subject
to the terms and conditions set forth below,  among other things, to (1) provide
for the  Revolving  Loan  Facility,  and (2)  provide  for the  purchase  of the
aforesaid  economic  development  revenue bond. In furtherance of the foregoing,
(a) the  Obligors,  the Banks,  and the Agent have agreed to execute and deliver
this Credit Agreement, and (b) the Borrower has agreed to execute and deliver to
the Banks  promissory  notes each  dated of even date  herewith  in the  amounts
indicated on SCHEDULE 1 attached  hereto and  aggregating the sum of $36,000,000
with  respect  to the  Revolving  Loan  Facility,  which  promissory  notes will
evidence loans made pursuant to the Revolving Loan Facility.

                  NOW, THEREFORE,  in consideration of the agreements  described
above, and other good and valuable consideration, the receipt and sufficiency of
which are hereby  acknowledged,  and intending to be legally bound, the Obligors
jointly and severally agree as follows:

     SECTION 1. DEFINITIONS AND RULES OF INTERPRETATION.

     1.1  DEFINITIONS.  The following terms shall have the meanings set forth in
this SECTION 1 or elsewhere in the provisions of this Credit Agreement  referred
to below:

     AFFILIATE. Any other Person which or who, directly or indirectly,  controls
or is  controlled  by, or is under common  control  with such Person;  PROVIDED,
HOWEVER,  natural persons and minority  partners of any said Person shall not be
deemed an  Affiliate  for purposes of this  definition.  For the purposes of the
preceding sentence,  "controls" (including, with correlative meanings, the terms
"controlling",  "controlled by" and "under common control  with"),  as used with
respect to any Person, shall mean the possession, directly or indirectly, of the
power to direct or cause the  direction of the  management  and policies of such
Person,  whether  through the  ownership of voting  securities or by contract or
otherwise,   and  in  any  case  shall  include  direct  or  indirect  ownership
(beneficiary or of record) of, or direct or indirect power to vote, five percent
(5%) or more of the  outstanding  shares or  interests  of any class of  capital
stock or membership  interest of such Person (or in the case of a Person that is
not a corporation or limited liability  company,  fifty percent (50%) or more of
any class of equity interest).

     AGENT'S HEAD OFFICE.  The Agent's office  located at One BankBoston  Plaza,
Providence,  Rhode  Island  02903,  or at such other  location  as the Agent may
designate from time to time.

     AGENT. BankBoston, N.A., acting as agent for the Banks.

     AGENT'S SPECIAL  COUNSEL.  Partridge Snow & Hahn LLP, or such other counsel
as may be approved by the Agent.

     ASSIGNMENT AND ACCEPTANCE. See SECTION 16.1.

     ASSIGNMENT OF LEASE. The Assignment of Lease Agreement and Pledged Revenues
dated as of August 24, 1999 granted by RIIFC to the Banks.

     BACOU, S.A.. Bacou, S.A., a corporation organized under the laws of France.

     BANKBOSTON.  BankBoston, N.A., a national banking association organized and
existing under the laws of the United States of America, with its head office at
100 Federal Street in Boston, Massachusetts.

     BANKS. BankBoston and KeyBank, and any other Person who becomes an assignee
of any rights and obligations of a Bank pursuant to SECTION 16.

     BNP. Banque Nationale de Paris.

     BOARD. As defined in SECTION 5.13.

     BOND.  The  $30,000,000  Rhode  Island  Industrial  Facilities  Corporation
Economic  Development  Revenue Bond (Uvex Safety  Manufacturing,  Inc. Project -
1999 Series) issued as of August 24, 1999.

     BOND  ADVANCE.  Any advance made by RIIFC to the Borrower of any portion of
principal of the Bond.

     BOND DOCUMENTS.  The Bond Purchase Agreement,  the Bond, the Mortgage,  the
Assignment of Lease,  the  Guaranties,  the Security  Agreements,  and all other
instruments executed in connection with the Bond.

     BOND EXPIRY DATE. August 1, 2006.

     BOND PURCHASE AGREEMENT.  The Bond Purchase Agreement dated August 24, 1999
by and among the Obligors, the Banks and RIIFC.

     BORROWER. As defined in the preamble hereto.

     BUSINESS   DAY.  Any  day  on  which   banking   institutions   in  Boston,
Massachusetts  or  Providence,  Rhode  Island  are open for the  transaction  of
banking business.

     CAPITAL  EXPENDITURES.  For any period,  the aggregate of all  expenditures
(whether paid in cash or accrued as  liabilities  during such period) of any one
or more of the Obligors and their  Subsidiaries  and Affiliates,  which would be
properly classified as capital  expenditures in accordance with GAAP (including,
without   limitation,   expenditures  for  maintenance  and  repairs  which  are
capitalized).

     CAPITALIZED  LEASE  OBLIGATIONS.  All lease  obligations which have been or
should be, in accordance with GAAP, capitalized on the books of the lessee.

     CASH EQUIVALENT  INVESTMENTS.  Any investment in (a) direct  obligations of
the United  States or any  agency,  authority  or  instrumentality  thereof,  or
obligations  guaranteed  by the  United  States  or  any  agency,  authority  or
instrumentality  thereof,  whether or not supported by the full faith and credit
of, a right to borrow from or the ability to be purchased by the United  States;
(b)  commercial  paper rated in the  highest  grade by a  nationally  recognized
statistical rating agency or which, if not rated, is issued or guaranteed by any
issuer  with  outstanding  long-term  debt  rated A or better by any  nationally
recognized  statistical  rating  agency;  (c) demand and time deposits with, and
certificates  of deposit  and bankers  acceptances  issued by, any office of the
Banks or any other bank or trust  company  which is organized  under the laws of
the United  States or any state  thereof and has capital,  surplus and undivided
profits  aggregating at least  $500,000,000,  the outstanding  long-term debt of
which or of the holding company of which it is a subsidiary is rated A or better
by any nationally recognized  statistical rating agency; (d) any short-term note
which has a rating of MIG-2 or better by Moody's  Investors  Service  Inc.  or a
comparable  rating  from any  other  nationally  recognized  statistical  rating
agency; (e) any municipal bond or other government obligation (including without
limitation  any  industrial  revenue  bond or project  note) which is rated A or
better by any nationally  recognized  statistical  rating agency;  (f) any other
obligation of any issuer, the outstanding  long-term debt of which is rated A or
better  by  any  nationally  recognized   statistical  rating  agency;  (g)  any
repurchase  agreement  with any  financial  institution  described in clause (c)
above,  relating to any of the foregoing instruments and fully collateralized by
such instruments; (h) shares of any open-end diversified investment company that
has its assets  invested only in investments  of the types  described in clauses
(a) through (g) above at the time of purchase and which maintains a constant net
asset value per share;  and (i) shares of any  open-end  diversified  investment
company registered under the Investment  Company Act of 1940, as amended,  which
maintains a constant net asset value per share in accordance with regulations of
the Securities & Exchange Commission,  has aggregate net assets of not less than
$50,000,000  on the date of  purchase  and either  derives at least  ninety-five
percent  (95%) of its gross  income  from  interest on or gains from the sale of
investments  of the type  described  in clauses  (a) through (g) above or has at
least  eighty-five  percent  (85%) of the weighted  average  value of its assets
invested in investments of such types;  provided that the purchase of any shares
in any  particular  investment  company shall be limited to an aggregate  amount
owned at any one time of $500,000.  Each Cash Equivalent Investment shall have a
maturity of less than one (1) year at the time of  purchase;  provided  that the
maturity of any repurchase  agreement  shall be deemed to be the repurchase date
and not the  maturity  of the  subject  security  and that the  maturity  of any
variable or floating rate note subject to prepayment at the option of the holder
shall be the period remaining (including any notice period remaining) before the
holder is entitled to prepayment.

     CASH FLOW  LEVERAGE  RATIO.  The ratio of Total Funded Debt to EBITDA.  For
purposes of calculating the foregoing  ratio,  EBITDA will be determined for the
four (4) full fiscal quarters immediately preceding the date of determination or
for the period expressly set forth herein for which the ratio is being computed.

     CLOSING DATE. The first date on which the conditions set forth in SECTION 8
and in SECTION 9 have been satisfied and any Loan is to be made.

     CODE. The Internal Revenue Code of 1986, as amended from time to time.

     COMMITMENTS.  Collectively,  the Commitment for Bond and the Commitment for
Loans of the Banks.

     COMMITMENT FOR BOND. With respect to each Bank, the commitment of such Bank
to  purchase  a portion  of the Bond up to the  amount  set forth in  SCHEDULE 1
hereto.

     COMMITMENT  FOR LOANS.  With respect to each Bank,  the  commitment of such
Bank to make  Loans on a  revolving  credit  basis up to the amount set forth in
SCHEDULE 1 hereto.

     COMMITMENT LIMIT FOR BOND. The maximum aggregate sum of $30,000,000.

     COMMITMENT LIMIT FOR LOANS. The maximum aggregate sum of $36,000,000.

     COMMITMENT  PERCENTAGE FOR BOND.  With respect to each Bank, the percentage
set  forth on  SCHEDULE  1 hereto as such  Bank's  percentage  of the  aggregate
Commitment for Bond of all of the Banks.

     COMMITMENT  PERCENTAGE FOR LOANS. With respect to each Bank, the percentage
set  forth on  SCHEDULE  1 hereto as such  Bank's  percentage  of the  aggregate
Commitment for Loans of all of the Banks.

     CONVERSION  REQUEST.  A notice  given by the  Borrower  to the Agent of its
election to convert or  continue a Loan as a Floating  Rate Loan or a Fixed Rate
Loan in accordance with SECTION 2.5.

     CREDIT DOCUMENTS. Collectively, the Loan Documents and the Bond Documents.

     DEBT. With respect to any Person at any date, without duplication,  (a) all
indebtedness  of such Person for borrowed  money,  (b) all  obligations  of such
Person  for the  deferred  purchase  price  of  property  or  services,  (c) all
obligations of such Person evidenced by notes, Bond, debentures or other similar
instruments,  (d) all indebtedness created or arising under any conditional sale
or other title  retention  agreement  with respect to property  acquired by such
Person  (even  though the rights and remedies of the seller or lender under such
agreement  in the event of default are limited to  repossession  or sale of such
property),  (e)  all  Capitalized  Lease  Obligations  of such  Person,  (f) all
obligations  of such Person,  contingent  or  otherwise,  as an account party or
applicant  under  acceptance,  letter of credit or similar  facilities,  (g) all
guarantee  obligations  of such  Person in  respect of  obligations  of the kind
referred to in clauses (a) through (f) above,  (h) all  obligations  of the kind
referred to in clauses (a) through (g) above secured by (or for which the holder
of such obligation has an existing right, contingent or otherwise, to be secured
by) any Lien on property (including,  without limitation,  accounts and contract
rights)  owned by such Person,  whether or not such Person has assumed or become
liable for the payment of such obligation.

     DEBT  SERVICE  COVERAGE  RATIO.  The  ratio of  Operating  Cash Flow to the
aggregate of all  interest  expense,  scheduled  principal  payments,  all other
current  maturities  of long-term  indebtedness,  and all current  maturities of
Capitalized  Lease  Obligations,  paid by the  Obligors  for the period from the
beginning of the then current  fiscal year of the Obligors to the fiscal quarter
ending as at the date of determination.

     DOMESTIC LENDING OFFICE.  Initially,  the office of each Bank designated as
such in SCHEDULE 1 hereto;  thereafter,  such other office of such Bank, if any,
located within the United States that will be making or  maintaining  Fixed Rate
Loans.

     DRAW(S). As defined in SECTION 2.6(B).

     DRAWDOWN DATE. With respect to Loans, the date on which any Loan is made or
is to be made,  and the date on which  any Loan is  converted  or  continued  in
accordance with SECTION 2.5; and with respect to the Bond, the date on which any
Bond Advance is made to the Borrower.

     EBITDA.  The  Obligors'   consolidated  operating  income  before  interest
expense, taxes, depreciation, and amortization, as calculated in accordance with
GAAP.

     ELIGIBLE ASSIGNEE. Any of (a) a commercial bank organized under the laws of
the United States, or any State thereof or the District of Columbia,  and having
total assets in excess of $1,000,000,000;  (b) a savings and loan association or
savings bank organized under the laws of the United States, or any State thereof
or the  District of Columbia,  and having a net worth of at least  $100,000,000,
calculated in accordance  with GAAP; (c) a commercial  bank organized  under the
laws for Economic  Cooperation  and  Development  (the  "OECD"),  or a political
subdivision  of  any  such  country,  and  having  total  assets  in  excess  of
$1,000,000,000,  PROVIDED  that such  bank is acting  through a branch or agency
located in the country in which it is organized or another country which is also
a member of the OECD;  and (d) the central bank of any country which is a member
of the OECD.

     ENVIRONMENTAL LAWS.  Collectively,  the Resource  Conservation and Recovery
Act  ("RCRA"),  the  Comprehensive  Environmental  Response,   Compensation  and
Liability  Act of 1980, as amended  ("CERCLA"),  the  Superfund  Amendments  and
Reauthorization  Act of 1986 ("SARA"),  the Federal Clean Water Act of 1977, the
Federal Clean Air Act, the Toxic Substances Control Act, the Hazardous Materials
Transportation Act and all other federal, state and local statutes, regulations,
ordinances, orders and decrees relating to health, safety and the environment.

     ERISA. The Employee Retirement Income Security Act of 1974, as amended.

     ERISA AFFILIATE.  Any Person which is treated as a single employer with any
Obligor under Sections 414(b), (c), (m) or (o) of the Code.

     ERISA  REPORTABLE  EVENT. A reportable  event within the meaning of Section
4043(c) of ERISA and the  regulations  promulgated  thereunder with respect to a
Guaranteed  Pension  Plan as to which the  requirement  of  notice  has not been
waived.

     EVENT(S) OF DEFAULT.  Event(s) of Default  means those  Event(s) of Default
set forth in SECTION 10.1 hereof.

     FIXED RATE.  A fixed rate per annum equal to 70 basis points over the LIBOR
Rate.

     FIXED RATE LOANS.  Loans  bearing  interest  calculated by reference to the
Fixed Rate.

     FIXED RATE  PORTION(S).  Any  Portion(s) of a Loan to which a Fixed Rate is
applicable.

     FLOATING RATE.  The annual rate of interest  announced from time to time by
BankBoston at its office in Providence,  Rhode Island as its "base rate",  as in
effect from time to time. The Floating Rate shall be  recalculated  by the Banks
whenever the base rate or the federal funds effective rate changes.

     FLOATING RATE LOANS. Loans bearing interest  calculated by reference to the
Floating Rate.

     FLOATING RATE PORTION(S). Any Portion(s) of a Loan to which a Floating Rate
is applicable.

     GAAP.  Generally accepted accounting  principles  consistently  applied, as
established by the United States  Financial  Accounting  Standards Board as from
time to time in effect.

     GUARANTEED  PENSION  PLAN.  Any  employee  pension  benefit plan within the
meaning of Section 3(2) of ERISA maintained or contributed to by the Obligors or
any ERISA  Affiliate the benefits of which are guaranteed on termination in full
or  in  part  by  the  PBGC  pursuant  to  Title  IV  of  ERISA,  other  than  a
Multi-employer Plan, as defined in Section 3(37) of ERISA.

     GUARANTORS.   Collectively,  Uvex,  Bacou  USA  Safety,  Inc.,  a  Delaware
corporation,  Perfect  Fit  Glove  Co.,  Inc.,  a  Delaware  corporation,  SCHAS
Industries,  Inc., a Delaware corporation,  and Titmus Optical, Inc., a Delaware
corporation.

     GUARANTIES.  Collectively,  the Guaranties each dated of even date herewith
given by the Guarantors to the Banks, guarantying payment of all payments due to
the Banks under the Credit Documents.

     INTEREST  PAYMENT DATE.  (a) As to any Floating Rate Loan,  the last day of
the calendar month which  includes the Drawdown Date thereof;  and (b) as to any
Fixed Rate Loan, the last day of the applicable Interest Period.

     INTEREST PERIOD.  With respect to (1) each Loan, (a) initially,  the period
commencing  on the Drawdown  Date of such Loan and ending,  (i) for any Floating
Rate Loan, on the last day of the then current  calendar month, and (ii) for any
Fixed Rate Loan, on the last day of the  applicable  period of one (1), two (2),
three (3),  six (6),  or twelve (12)  months;  and (b)  thereafter,  each period
commencing on the last day of the next preceding  Interest Period  applicable to
such Loan and ending on the last day (i) for any Floating Rate Loan, of the next
following  calendar  month,  and (ii) for any  Fixed  Rate  Loan,  of one of the
periods set forth above,  as selected by the  Borrower in a Conversion  Request;
PROVIDED that the foregoing  provisions  relating to Interest  Periods for Loans
are subject to the following:

          (A) if any  Interest  Period  with  respect to a Fixed Rate Loan would
     otherwise end on a day that is not a LIBOR Business Day, then that Interest
     Period shall be extended to the next  succeeding  LIBOR Business Day unless
     the result of such  extension  would be to carry such Interest  Period into
     another  calendar  month,  in which event such Interest Period shall end on
     the immediately preceding LIBOR Business Day;

          (B) if any Interest  Period with respect to a Floating  Rate would end
     on a day that is not a Business Day, then that Interest Period shall end on
     the next succeeding Business Day;

          (C) if the  Borrower  shall fail to give notice as provided in SECTION
     2.5,  then the Borrower  shall be deemed to have  requested a conversion of
     the affected Fixed Rate Loan to a Floating Rate Loan on the last day of the
     then current Interest Period with respect thereto;

          (D) any Interest Period relating to any Fixed Rate Loan that begins on
     the last  LIBOR  Business  Day of a  calendar  month (or on a day for which
     there is no numerically  corresponding day in the calendar month at the end
     of such  Interest  Period)  shall end on the last LIBOR  Business  Day of a
     calendar month; and

          (E) any  Interest  Period  relating  to any Fixed Rate Loan that would
     otherwise  extend  beyond the Loan  Termination  Date shall end on the Loan
     Termination Date;

and (2) the Bond, (a) initially,  the period  commencing on the date of issuance
of the Bond and ending on the last day of the applicable  period of one (1), two
(2), three (3), or six (6) months thereafter  selected by the Borrower,  and (b)
thereafter,  each  period  commencing  on the  last  day of the  next  preceding
Interest Period  applicable to the Bond and ending on the last day of one of the
periods  set  forth  above,  as  selected  by the  Borrower;  PROVIDED  that the
foregoing  provisions  relating to Interest  Periods for the Bond are subject to
the following:

          (A) if any Interest  Period would otherwise end on a day that is not a
     LIBOR Business Day, then that Interest Period shall be extended to the next
     succeeding  LIBOR Business Day unless the result of such extension would be
     to carry such Interest  Period into another  calendar month, in which event
     such Interest Period shall end on the immediately  preceding LIBOR Business
     Day;

          (B) any Interest  Period that begins on the last LIBOR Business Day of
     a  calendar  month  (or  on  a  day  for  which  there  is  no  numerically
     corresponding day in the calendar month at the end of such Interest Period)
     shall end on the last LIBOR Business Day of a calendar month; and

          (C) any Interest  Period that would  otherwise  extend beyond the Bond
     Expiry Date shall end on the Bond Expiry Date.

     KEYBANK.  KeyBank  National  Association,  a national  banking  association
having an office at One Canal Plaza, Portland, Maine 04101-4035.

     LEASE. The Lease Agreement dated as of August 24, 1999 by and between RIIFC
and Uvex.

     LETTER OF CREDIT.  A direct pay letter of credit issued by the Agent to any
financial institution or bonding authority for the account of the Borrower, or a
commercial standby or trade letter of credit issued by the Agent for the account
of the Borrower.

     LETTER OF  CREDIT  DOCUMENTS.  Collectively,  each  Letter  of  Credit  and
Reimbursement Agreement.

     LETTER OF CREDIT PAYMENT DATE. As defined in SECTION 2.6(B).

     LIBOR  BUSINESS  DAY.  Any day on  which  commercial  banks  are  open  for
international business (including dealings in U.S. Dollar deposits) in London.

     LIBOR LENDING OFFICE. Initially, the office of each Bank designated as such
in SCHEDULE 1 hereto;  thereafter,  such other office of such Bank, if any, that
shall be making or maintaining Fixed Rate Loans.

     LIBOR RATE. A rate per annum, on outstanding principal balances selected by
the Borrower,  for an Interest Period,  equal to the interest rate determined by
the Banks,  fixed through such Interest  Period  (subject to adjustments for the
LIBOR Reserve Rate) and rounded upwards, if necessary,  to the next 1/100 of 1%,
which is equal to the  quotient  of (a) the rate of interest  determined  by the
Banks to be the average of the interest  rates per annum at which United  States
Dollar  deposits in  immediately  available  funds are  offered on the  Telerate
British Bankers  Association  Interest  Settlement  Rates Page at  approximately
11:00 a.m.,  London time, on the Business Day prior to the Business Day on which
such Interest Period begins, in an amount  approximately  equal to the principal
amount of Loans or principal balance thereof  selected,  or the entire principal
amount of the Bond, for a period of time equal to such Interest Period,  and (b)
a number equal to the number one minus the LIBOR Reserve Rate. In the event that
there shall at any time no longer exist a Telerate  British Bankers  Association
Interest  Settlement  Rates Page, then the rate determined in (a) above shall be
the rate of interest  determined  by the Banks to be the average of the interest
rates per annum at which United States Dollar deposits in immediately  available
funds are  offered to the Banks by  first-class  banks in the  London  interbank
deposit  market where the Euro and foreign  currency and exchange  operations in
respect of its LIBOR loans are then being  conducted  for  delivery on the first
day of such Interest Period, in an amount  approximately  equal to the principal
amount of such Loan or principal  balance thereof  selected,  or of the Bond, as
the case may be, for a period of time equal to such Interest  Period.  The Fixed
Rate, and  correspondingly  the actual rate  applicable  under the Notes and the
Bond,  shall be adjusted  automatically  on and as of the effective  date of any
change in the LIBOR  Reserve Rate. As used herein,  the term  "Telerate  British
Bankers Association Interest Settlement Rates Page" means the display designated
as Page 3750 on the Telerate System Incorporated  Service (or such other page as
may replace such page on such service for the purpose of displaying the rates at
which United States  Dollar  deposits are offered by leading banks in the London
interbank deposit market).

     LIBOR  RESERVE  RATE.  For any day with respect to a Fixed Rate Loan or the
Bond,  the maximum  rate  (expressed  as a decimal) at which any lender  subject
thereto would be required to maintain  reserves under  Regulation D of the Board
of  Governors  of the  Federal  Reserve  System  (or any  successor  or  similar
regulations  relating  to  such  reserve   requirements)  against  "Eurocurrency
Liabilities"  (as that term is used in Regulation D), if such  liabilities  were
outstanding.  The  Fixed  Rate and the  rate  applicable  to the  Bond  shall be
adjusted  automatically  on and as of the  effective  date of any  change in the
LIBOR Reserve Rate.

     LIEN.  Any  mortgage,  deed of trust,  pledge,  hypothecation,  assignment,
deposit,  arrangement,  encumbrance,  lien  (statutory or other) or  preference,
priority,  security  interest,  or  other  security  agreement  or  preferential
arrangement of any kind or nature whatsoever  (including any conditional sale or
other title retention agreement, any financing lease involving substantially the
same  economic  effect as any of the  foregoing  and the filing of any financing
statement   under  the  Uniform   Commercial  Code  or  comparable  law  of  any
jurisdiction).

     LOAN(S).  A Loan or Loans  made or to be made by the Banks to the  Borrower
pursuant to SECTION 2.

     LOAN DOCUMENTS. This Credit Agreement, the Notes, and all other instruments
related to the Loans or the Bond executed concurrently herewith.

     LOAN REQUEST. See SECTION 2.4.

     LOAN TERMINATION DATE. August 24, 2001.

     LOAN YEAR. Each twelve (12) month period between August 24 and August 23 in
each year during the term of this Credit Agreement.

     MAJORITY  BANKS.  As of any date,  the  Banks  holding  at least  fifty-one
percent (51%) of the outstanding aggregate principal amount of the Notes and the
Bond on such date;  and if no such  principal  is  outstanding,  the Banks whose
aggregate  Commitments  for Loans plus  Commitments for Bond constitute at least
fifty-one  percent (51%) of the aggregate of the Commitment Limit for Loans plus
the Commitment Limit for Bond.

     MATERIAL  ADVERSE EFFECT.  A material adverse effect upon (a) the business,
financial condition, financial performance,  properties, prospects or operations
of the Obligors,  their respective Subsidiaries and Affiliates taken as a whole,
or (b) the ability of the Obligors to perform their respective Obligations under
the Credit Documents.

     MORTGAGE. The Open-End Mortgage, Leasehold Mortgage, and Security Agreement
and  Collateral  Assignment  of Leases  and Rents  dated as of August  24,  1999
granted by RIIFC and Uvex to the Agent on the Mortgaged Real Estate.

     MORTGAGED REAL ESTATE.  The real estate located at 10 Thurber  Boulevard in
Smithfield, Rhode Island owned by RIIFC and leased to Uvex, which real estate is
subject to the Mortgage.

     NOTES.  The Notes each dated as of even date  herewith made by the Borrower
(1) in favor of BankBoston in the stated  principal  amount of $22,364,000,  and
(2) in favor of KeyBank in the stated principal amount of $13,636,000.

     OBLIGATIONS. All indebtedness,  obligations and liabilities of the Obligors
and  their  respective   Subsidiaries  to  any  of  the  Banks  and  the  Agent,
individually or  collectively,  existing on the date of this Credit Agreement or
arising  thereafter,   direct  or  indirect,  joint  or  several,   absolute  or
contingent,  matured  or  unmatured,  liquidated  or  unliquidated,  secured  or
unsecured,  arising  by  contract,  operation  of law or  otherwise,  arising or
incurred under this Credit  Agreement or any of the other Loan Documents,  or in
respect of any of the Loans made,  or any of the Notes or the Bond  purchased by
the Banks, or other instruments at any time evidencing any thereof.

     OBLIGOR(S). As defined in the preamble hereto.

     OPERATING CASH FLOW.  The Obligors'  collective  EBITDA,  minus cash taxes,
minus distributions and dividends,  and minus nonfinanced Capital  Expenditures.
For purposes of the  calculation  of Operating  Cash Flow,  nonfinanced  Capital
Expenditures  shall include  Capital  Expenditures  financed by Loans made under
SECTION 2.

     PBGC. The Pension Benefit Guaranty  Corporation  created by Section 4002 of
ERISA and any successor entity or entities having similar responsibilities.

     PERSON. Any individual,  corporation,  partnership,  trust,  unincorporated
association,  business,  or  other  legal  entity,  and  any  government  or any
governmental agency or political subdivision thereof.

     PORTION OF A LOAN. Any portion of any Loan  designated by the Borrower,  to
which a Type of interest becomes applicable by choice of the Borrower.

     REAL ESTATE.  Collectively,  the  Mortgaged  Real Estate and all other real
estate in which the Obligors,  or either of them,  have an interest of any type,
whether in fee or leasehold.

     RECORD.  The grid attached to a Note, or the  continuation of such grid, or
any other similar record,  including  computer  records,  maintained by any Bank
with respect to any Loan referred to in such Note; and any record  maintained by
any Bank with respect to the portion of the Bond purchased by such Bank.

     REFERENCE BANK. BankBoston.

     REIMBURSEMENT AGREEMENT. A Reimbursement Agreement between the Borrower and
the Agent (and/or the Agent and the Banks)  providing for  reimbursement  of any
Draws honored under a Letter of Credit.

     REVOLVING LOAN FACILITY. As defined in the preamble hereto.

     RIIFC. Rhode Island Industrial Facilities Corporation.

     RIIFC LEASE. The Lease Agreement dated as of August 24, 1999 by and between
RIIFC as lessor and Uvex as lessee, relating to the Mortgaged Real Estate.

     SECURITY  AGREEMENT.  The Security Agreement dated of even date herewith by
and among the  Obligors,  RIIFC,  and the Agent,  securing all of the  Obligors'
respective obligations to the Banks under the Bond Documents.

     SECURITY  DOCUMENTS.   The  Security  Agreement,   the  Mortgage,  and  the
Assignment of Lease.

     SUBORDINATED  DEBT.  All  Debt  owed  by the  Obligors  to any  officer  or
shareholder  or other  creditor of any of the  Obligors at all times  during the
respective  terms of the Loans and the Bond, but shall not include  compensation
paid and  reimbursement  of expenses made to any such officer or  shareholder of
such  Obligors.  Such  Subordinated  Debt is further  described  in SECTION 6.16
hereof.

     SUBSIDIARY. Any entity in which any Obligor owns securities having ordinary
voting power to elect a majority of the board of directors of such entity, or in
which any Obligor  owns other  ownership  interests  ordinarily  constituting  a
majority  voting  interest,  or which entity is directly or indirectly  owned or
controlled by any Obligor, or by one or more of any Obligor's  subsidiaries,  or
by any Obligor and one or more of any Obligor's subsidiaries.

     TOTAL  FUNDED  DEBT.  The  aggregate  of all  indebtedness  of the Obligors
outstanding to any party,  including,  without limitation,  the Banks, under any
loan or credit facility as of any date of determination.

     TYPE. As to any Loan, or portion thereof, the designation of whether a Base
Rate or a Fixed Rate is applicable to all or such portion of such Loan.

     UCC. The Uniform Commercial Code.

     1.2  RULES OF INTERPRETATION.

          (a) A  reference  to any  document or  agreement  shall  include  such
document or agreement as amended,  modified or supplemented from time to time in
accordance with its terms and the terms of this Credit Agreement.

          (b) The  singular  includes  the plural and the  plural  includes  the
singular.

          (c) A reference to any law includes any amendment or  modification  to
such law.

          (d) A reference to any Person  includes its permitted  successors  and
permitted assigns.

          (e)  Accounting  terms not otherwise  defined herein have the meanings
assigned to them by GAAP applied on a consistent basis by the accounting  entity
to which they refer.

          (f) The words "include", "includes" and "including" are not limiting.

          (g) All terms not specifically defined herein or by generally accepted
accounting principles, which terms are defined in the Uniform Commercial Code as
in effect in the  State of Rhode  Island,  have the  meanings  assigned  to them
therein.

          (h) Reference to a particular "Section" refers to that Section of this
Credit Agreement unless otherwise indicated.

          (i) The words "herein", "hereof", "hereunder" and words of like import
shall  refer  to this  Credit  Agreement  as a whole  and not to any  particular
section or subdivision of this Credit Agreement.

     1.3  ACCOUNTING PRINCIPLES.

          1.3.1 As used in this Credit  Agreement,  GAAP shall be established on
the date a relevant  computation or  determination  is to be made or the date of
relevant financial statements, as the case may be.

          1.3.2  Except as  otherwise  provided  in this Credit  Agreement,  all
computations and  determinations  as to accounting or financial matters shall be
made,  and all  financial  statements  to be  delivered  pursuant to this Credit
Agreement shall be prepared,  in accordance  with GAAP (including  principles of
consolidation  where  appropriate),  and all accounting or financial terms shall
have the meanings ascribed to such terms by GAAP.

     SECTION 2. THE REVOLVING LOAN FACILITY.

     2.1 COMMITMENT TO LEND; ISSUANCE OF LETTERS OF CREDIT. Subject to the terms
and conditions set forth in this Credit  Agreement,  each of the Banks severally
agrees to lend to the  Borrower,  upon notice by the Borrower to the Agent given
in accordance  with SECTION 2.4, such sums as are requested by the Borrower,  up
to a maximum amount equal to such Bank's Commitment for Loans, and in any event,
with  respect  to  all  Banks,  up to an  aggregate  amount  not  exceeding  the
Commitment  Limit for Loans. The Loans shall be made PRO RATA in accordance with
each Bank's  Commitment  Percentage for Loans. Each request for a Loan hereunder
shall  constitute  a  representation  and  warranty  by the  Borrower  that  the
conditions  set forth in SECTION 8 and SECTION 9 have been satisfied on the date
of such  request,  and that all  representations  and  warranties  set  forth in
SECTION 5 are true and accurate in all material  respects as of the date of such
request  (except those  representations  and  warranties  which are limited to a
specific  date  by the  express  terms  thereof).  In  addition  to  the  Banks'
agreements  to make Loans,  the Banks may from time to time at their  discretion
issue for the  Borrower's  account  direct  pay  letters  of  credit  supporting
industrial  development bond indebtedness of the Borrower (or an entity of which
the Borrower is the  successor),  or standby or trade letters of credit,  in any
event in form  acceptable to the Banks,  provided  that the aggregate  principal
amount of all Loans outstanding  hereunder,  plus the face amount of all Letters
of Credit issued  hereunder,  shall not exceed,  at any one time, the Commitment
Limit for Loans.  The pricing of the Letters of Credit shall be set by the Agent
and the Banks at the time of issue,  and shall be payable upon issuance  thereof
and on each anniversary date of such issuance,  but shall be refundable on a pro
rated  basis to the extent the stated  amount of any Letter of Credit is reduced
or any Letter of Credit  expires  during any period covered by an annual prepaid
fee.  Draws  and  repayments  on a  Letter  of  Credit  shall be  governed  by a
Reimbursement  Agreement in form and substance  satisfactory  to the Banks.  All
Letters of Credit  issued by the Banks  hereunder  shall  require  the  payment,
immediately prior to and as a condition  precedent to the issuance of the Letter
of Credit,  of all of the Agent's and the Banks'  standard letter of credit fees
and charges.

     2.2 THE NOTES. The Loans, and the reimbursement obligations of the Borrower
on account of any Draw  honored on a Letter of  Credit,  shall be  evidenced  by
separate  promissory  notes  of the  Borrower  (each a "Note"  and  collectively
"Notes"),  each dated as of the  Closing  Date and  completed  with  appropriate
insertions.  One Note shall be payable to the order of each Bank in a  principal
amount  equal to such Bank's  Commitment  for Loans.  The  Borrower  irrevocably
authorizes  each  Bank to make or cause to be made,  at or about the time of the
Drawdown Date of any Loan or Draw honored on any Letter of Credit or at the time
of receipt of any payment of  principal  on such  Bank's  Note,  an  appropriate
notation on such Bank's Record  reflecting the making of such Loan, the honoring
of such  Letter  of Credit  Draw,  or (as the case may be) the  receipt  of such
payment.  The  outstanding  amount of the Loans and  Letter of Credit  Draws set
forth on such  Bank's  Record  shall be PRIMA FACIE  evidence  of the  principal
amount thereof owing and unpaid to such Bank, but the failure to record,  or any
error in so recording,  any such amount on such Bank's Record shall not limit or
otherwise affect the obligations of the Borrower  hereunder or under any Note to
make payments of principal of or interest on any Note when due.

     2.3  INTEREST ON LOANS.

          (a) Each  Floating  Rate  Loan  shall  bear  interest  for the  period
commencing  with the  Drawdown  Date  thereof  and ending on the last day of the
Interest Period with respect thereto at a fluctuating rate equal to the Floating
Rate.  The interest rate of each  Floating  Rate Loan shall change  whenever the
Floating Rate changes,  and such change shall be in accordance  with each change
in the Floating Rate.

          (b) Each Fixed Rate Loan shall bear interest for the period commencing
with the Drawdown Date thereof and ending on the last day of the Interest Period
with respect thereto at the Fixed Rate determined for such Interest Period.

          (c) The  Borrower  promises to pay interest on each Loan in arrears on
each Interest Payment Date with respect thereto.

          (d) If the  Borrower  fails to  select  a new  Interest  Period  for a
Portion of a Loan prior to the expiration of the then current  Interest  Period,
then such Portion of a Loan shall be deemed to be, and shall thereupon become, a
Floating Rate Loan upon the expiration of such then current Interest Period.

     2.4 REQUESTS FOR LOANS. The Borrower shall give to the Agent written notice
in the form of EXHIBIT B hereto (or telephonic  notice confirmed in a writing in
the form of EXHIBIT B hereto) of the Loan requested hereunder (a "Loan Request")
no less than two (2) LIBOR Business Days prior to the proposed  Drawdown Date of
any Fixed Rate Loan, no notice of a Floating Rate Loan being required hereunder.
The notice shall specify (i) the principal  amount of the Loan  requested,  (ii)
the proposed Drawdown Date of such Loan, (iii) the Interest Period for such Loan
and (iv) the Type of such Loan.  Promptly  upon receipt of any such notice,  the
Agent shall notify each of the applicable Banks thereof. Each Loan Request shall
be  irrevocable  and binding on the Borrower and shall  obligate the Borrower to
accept the Loan  requested from the  applicable  Banks on the proposed  Drawdown
Date.

     2.5  CONVERSION OPTIONS.

          (a) The  Borrower  may elect from time to time to convert  the Type of
interest  applicable  to any  outstanding  Loan,  or any  Portion of a Loan,  to
another  Type,  PROVIDED  that (i) with  respect  to any  such  conversion  of a
Floating  Rate Loan or a Floating  Rate  Portion to a Fixed Rate Loan or a Fixed
Rate Portion,  the Borrower shall give the Agent at least two (2) LIBOR Business
Days'  prior  written  notice of such  election;  (ii) with  respect to any such
conversion  of a Fixed Rate Loan or Fixed Rate Portion into a Floating Rate Loan
or a Floating Rate Portion,  such conversion  shall only be made on the last day
of the Interest Period with respect thereto and no prior notice of such election
shall be required;  and (iii) no Loan or Portion of a Loan may be converted into
a Fixed Rate Loan or Fixed Rate Portion when any Default or Event of Default has
occurred and is continuing.  On the date on which such  conversion is being made
each Bank shall take such  action as is  necessary  to transfer  its  Commitment
Percentage  for Loans of such Loans to its Domestic  Lending Office or its LIBOR
Lending Office,  as the case may be. Loans and any Portion of a Loan of any Type
may be  converted  into a Loan and Portions of Loans of another Type as provided
herein,  PROVIDED that any partial conversion shall be in an aggregate principal
amount of $100,000 or a whole multiple thereof. Each Conversion Request relating
to the  conversion  of a Floating  Rate Loan or Floating Rate Portion to a Fixed
Rate Loan or Fixed Rate Portion shall be irrevocable by the Borrower.

          (b) Any Loan or  Portion  of Loans of any Type may be  continued  as a
Loan or Portion  of Loans of the same Type upon the  expiration  of an  Interest
Period with respect  thereto  upon  compliance  by the Borrower  with the notice
provisions  contained  in SECTION  2.5(A);  PROVIDED  that no Fixed Rate Loan or
Fixed Rate Portion may be continued as such when any Default or Event of Default
has  occurred  and is  continuing,  but shall be  automatically  converted  to a
Floating Rate Loan or Floating Rate Portion, as the case may be, on the last day
of the first Interest Period  relating  thereto ending during the continuance of
any  Default or Event of Default  of which the Agent has actual  knowledge.  The
Agent  shall  notify  the  Banks  promptly  when any such  automatic  conversion
contemplated by this SECTION 2.5(B) is scheduled to occur.

          (c) Any  conversion  to or from Fixed Rate Loans or Fixed Rate Portion
shall be in such amounts and be made pursuant to such  elections so that,  after
giving effect thereto,  the aggregate  principal  amount of all Fixed Rate Loans
and Fixed Rate Portions  having the same Interest  Period shall not be less than
$100,000 or a whole multiple of $100,000 in excess thereof.

     2.6  FUNDS FOR LOANS AND LETTER OF CREDIT DRAWS.

          (a) With respect to the Loans:

               (i) Not later than 1:00 p.m.  (Providence  time) on the  proposed
Drawdown Date of any Loans,  each of the Banks will make available to the Agent,
at the Agent's Head Office,  in immediately  available funds, an amount equal to
such Bank's  Commitment  Percentage for Loans  multiplied by the total amount of
the  requested  Loans.  Upon  receipt  from each Bank of such  amount,  and upon
receipt  of  the  documents  required  by  SECTION  8  and  SECTION  9  and  the
satisfaction  of  the  other  conditions  set  forth  therein,   to  the  extent
applicable,  the Agent will make available to the Borrower the aggregate  amount
of such Loans made  available to the Agent by the Banks.  The failure or refusal
of any Bank to make  available to the Agent at the  aforesaid  time and place on
any  Drawdown  Date the  amount of its  Commitment  Percentage  for Loans of the
requested  Loans shall not  relieve  any other Bank from its several  obligation
hereunder  to make  available  to the Agent  the  amount  of such  other  Bank's
Commitment Percentage for Loans of any requested Loans.

               (ii) The Agent may,  unless  notified to the contrary by any Bank
prior to a Drawdown Date,  assume that such Bank has made available to the Agent
on such Drawdown Date the amount of such Bank's Commitment  Percentage for Loans
of the Loans to be made on such Drawdown  Date,  and the Agent may (but it shall
not be required to), in reliance  upon such  assumption,  make  available to the
Borrower a corresponding  amount.  If any Bank makes available to the Agent such
amount on a date after such Drawdown  Date,  such Bank shall pay to the Agent on
demand an amount equal to the product of (i) the average computed for the period
referred to in clause (iii) below, of the weighted average interest rate paid by
the Agent for federal  funds  acquired by the Agent  during each day included in
such  period,  TIMES (ii) the amount of such Bank's  Commitment  Percentage  for
Loans of such  Loans,  TIMES  (iii) a fraction,  the  numerator  of which is the
number of days that elapse from and including  such Drawdown Date to the date on
which the amount of such Bank's  Commitment  Percentage  for Loans of such Loans
shall become immediately available to the Agent, and the denominator of which is
360. A statement of the Agent submitted to such Bank with respect to any amounts
owing under this  paragraph  shall be PRIMA FACIE evidence of the amount due and
owing  to the  Agent by such  Bank.  If the  amount  of such  Bank's  Commitment
Percentage  for Loans of such Loans is not made  available  to the Agent by such
Bank within three (3) Business Days following such Drawdown Date, then the Agent
shall be  entitled to recover  such  amount  from the  Borrower on demand and to
retain such amount,  with interest  thereon at the rate per annum  applicable to
the Loans made on such Drawdown Date.

          (b) With  respect  to a Letter of Credit,  the Banks  agree to, and by
their  execution of this Credit  Agreement do hereby,  purchase a  participation
interest in each Letter of Credit and in the Letter of Credit  Documents  in the
same percentage interest as their respective Commitment Percentage for Loans.

               (i) Upon  presentment  of a  request  for a draw upon a Letter of
Credit (a "Draw"),  the Agent shall promptly  notify all Banks of its receipt of
such request,  and the Agent's  proposed payment date for such draw (the "Letter
of Credit  Payment  Date").  Not later than 1:00 p.m.  (Providence  time) on the
proposed Letter of Credit Payment Date, each of the Banks will make available to
the Agent,  at the Agent's Head Office,  in  immediately  available  funds,  the
amount of such  Bank's  Commitment  Percentage  for  Loans of the  amount of the
requested  Draw.  Upon  receipt  from  each  Bank  of  such  amount,   and  upon
satisfaction  of  all  requirements  for a  Draw  under  the  Letter  of  Credit
Documents, to the extent applicable,  the Agent shall pay the Draw on the Letter
of Credit in  accordance  with its terms.  The failure or refusal of any Bank to
make  available  to the Agent at the  aforesaid  time and place on any Letter of
Credit  Payment Date the amount of its  Commitment  Percentage  for Loans of the
requested  Draw shall not  relieve  any other Bank from its  several  obligation
hereunder  to make  available  to the Agent  the  amount  of such  other  Bank's
Commitment Percentage for Loans of any requested Draw.

               (ii) The Agent may,  unless  notified to the contrary by any Bank
prior to a Letter  of  Credit  Payment  Date,  assume  that  such  Bank has made
available to the Agent on such Letter of Credit  Payment Date the amount of such
Bank's Commitment  Percentage for Loans of the Draw to be made on such Letter of
Credit  Payment  Date,  and the Agent may (but it shall not be required  to), in
reliance upon such assumption,  make payment to the beneficiary under the Letter
of Credit.  If any Bank makes available to the Agent such amount on a date after
such Letter of Credit  Payment Date,  such Bank shall pay to the Agent on demand
an amount  equal to the  product  of (i) the  average  computed  for the  period
referred to in clause (iii) below, of the weighted average interest rate paid by
the Agent for federal  funds  acquired by the Agent  during each day included in
such  period,  TIMES (ii) the amount of such Bank's  Commitment  Percentage  for
Loans of such Draw, TIMES (iii) a fraction, the numerator of which is the number
of days that elapse from and  including  such Drawdown Date to the date on which
the amount of such  Bank's  Commitment  Percentage  for Loans of such Draw shall
become immediately  available to the Agent, and the denominator of which is 360.
A  statement  of the Agent  submitted  to such Bank with  respect to any amounts
owing under this  paragraph  shall be PRIMA FACIE evidence of the amount due and
owing  to the  Agent by such  Bank.  If the  amount  of such  Bank's  Commitment
Percentage  for  Loans of such Draw is not made  available  to the Agent by such
Bank within  three (3) Business  Days  following  such Letter of Credit  Payment
Date,  then the Agent shall be entitled to recover such amount from the Obligors
on demand and to retain such amount, with interest thereon at the rate per annum
applicable  to such Draw under the Letter of Credit  Documents on such Letter of
Credit Payment Date.

               (iii)  Any  reimbursement  of a Draw,  or any  proceeds  from any
collateral  securing  the Letter of Credit,  received  by Agent  pursuant to the
Letter of Credit  Documents,  shall be allocated among the Banks, in proportion,
as  nearly  as  practicable,  to  the  aggregate  amount  of  each  Bank's  then
outstanding  Draws under the Letter of Credit,  with  adjustments  to the extent
practicable  to  equalize  any prior  payments  or  repayments  not  exactly  in
proportion.

               (iv) The Agent is authorized to take such action under the Letter
of Credit  Documents  on behalf of each of the Banks and to exercise  all of the
rights and  powers  granted  to the  Lender,  as defined in the Letter of Credit
Documents, to the same extent and with the same power and authority as set forth
in this Credit  Agreement  and the other  Credit  Documents  with respect to the
Loans,  and the  Letter of Credit  Documents  are  hereby  amended to the extent
necessary to incorporate these provisions.

     2.7  PURPOSE OF LOANS AND  LETTERS OF CREDIT.  The  Borrower  shall use all
Loans to  repay  existing  indebtedness,  to  provide  working  capital  for the
Borrower's business operations,  for the issuance of banker's  acceptances,  and
for the issuance of standby and trade letters of credit.  The Borrower shall use
the Letters of Credit to enable the Borrower to substitute  existing  letters of
credit  supporting bond indebtedness of the Borrower to the issuer of industrial
development  revenue  bonds with a Letter of Credit  issued by the Agent for the
Borrower's benefit.

     2.8 LIMITATION ON LOANS.  The Borrower  acknowledges and agrees that it may
not borrow Loans which, when added to outstanding Loans, aggregate more than the
then existing Commitment Limit for Loans at any one time outstanding.

     2.9 TERMINATION. The Borrower promises to pay on the Loan Termination Date,
and there shall become  absolutely due and payable on the Loan Termination Date,
all of the Loans outstanding on such date, together with any and all accrued and
unpaid interest thereon.

     2.10  MANDATORY  REPAYMENTS  OF  LOANS.  If at  any  time  the  sum  of the
outstanding amount of the Loans exceeds the Commitment Limit for Loans, then the
Borrower  shall,  within  five (5) days after  written  request  therefor by the
Agent, pay the amount of such excess to the Agent for the respective accounts of
the Banks for  application  to the  Loans.  Each  prepayment  of Loans  shall be
allocated  among the Banks,  in  proportion,  as nearly as  practicable,  to the
respective  unpaid principal amount of each Bank's Note, with adjustments to the
extent  practicable  to equalize any prior payments or repayments not exactly in
proportion.

     2.11 OPTIONAL  REPAYMENTS OF LOANS.  The Borrower shall have the right,  at
its  election,  to repay the  outstanding  amount of all Floating Rate Loans and
Floating Rate  Portions,  as a whole or in part, at any time without  penalty or
premium. In the event that the Borrower, whether voluntarily or involuntarily as
a result of any Bank making demand for payment of a Note or  acceleration or for
any other  reason,  prepays all or any part of any Fixed Rate Loan or Fixed Rate
Portion prior to the expiration of the Interest Period applicable thereto,  then
the Borrower shall pay,  along with any such  prepayment,  a prepayment  premium
calculated by each applicable Bank based upon any fees and penalties  charged to
each  applicable  Bank because of such  prepayment  made prior to the expiration
date of the applicable Interest Period.

     In any event,  the Borrower shall give the Agent, no later than 10:00 a.m.,
Providence  time,  written  notice of any proposed  prepayment  pursuant to this
SECTION 2.11 of Floating Rate Loans or Floating Rate Portions, and notice of any
proposed  prepayment  pursuant to this SECTION 2.11 of Fixed Rate Loans or Fixed
Rate Portions,  in each case specifying the proposed date of prepayment of Loans
and the principal amount to be prepaid.  Each such repayment or prepayment shall
be applied,  in the absence of  instruction  by the Borrower,  first to interest
accrued and remaining  unpaid on Floating Rate Loans and Floating Rate Portions,
next to interest accrued and remaining unpaid on Fixed Rate Loans and Fixed Rate
Portions,  next to the  principal  of  Floating  Rate  Loans and  Floating  Rate
Portions, and then to the principal of Fixed Rate Loans and Fixed Rate Portions.
Each partial  prepayment  shall be allocated among the Banks, in proportion,  as
nearly as practicable,  to the respective unpaid accrued and unpaid interest on,
and  principal  amount of,  each Bank's  Note,  with  adjustments  to the extent
practicable to equalize any prior repayments not exactly in proportion.

     2.12 AUTHORIZED DEBIT. The Borrower hereby authorizes and directs the Agent
to debit the Borrower's  demand deposit  account number  27564596 with Agent for
the amount of all sums coming due under the Notes, on the date when due. Nothing
contained  herein shall relieve the Borrower of its obligations to make payments
under the Notes as and when they become due, and if the Agent is unable to debit
any amount when it becomes due because of  insufficient  funds in the designated
account,  then the Borrower  shall be  responsible  for  immediately  paying the
applicable  amount to the Agent.  Any failure by the Borrower to pay such amount
when due shall constitute an Event of Default under SECTION 10.1 hereof.

     2.13  AUTHORIZED  OFFICERS OF THE BORROWER.  The Borrower  shall notify the
Agent in  writing  of the names of the  officers  and  employees  authorized  to
request Loans and to request a  conversion/continuation  of any Loan,  and shall
provide the Agent with a specimen signature of each such authorized officer. The
Agent and each of the  Banks  shall be  entitled  to rely  conclusively  on such
officer's   or   employee's   authority   to   request   such   Loan   or   such
conversion/continuation until the Agent receives written notice to the contrary.
Neither  the  Agent  nor any of the  Banks  shall  have any duty to  verify  the
authenticity  of the signature  appearing on any written  notice of borrowing or
notice of  conversion/continuation  which it  believes  in good faith and absent
gross  negligence  has been signed or  presented  by the proper party or parties
and,  with  respect  to an oral  request  for  such a Loan  or such  conversion/
continuation, neither the Agent nor any of the Banks or the Agent shall have any
duty to verify the identity of any Person representing himself or herself as one
of the  officers or employees  authorized  to make such request on behalf of the
Borrower.  Neither  the Agent nor any Bank  shall  incur  any  liability  to the
Borrower in acting upon any telephonic  notice referred to above which the Agent
believes in good faith and absent gross  negligence to have been given by a duly
authorized  officer  or other  person  authorized  to  borrow  on  behalf of the
Borrower or for otherwise acting in good faith under this SECTION 2.13.

     SECTION 3. THE BOND.

     3.1  COMMITMENT TO PURCHASE THE BOND.  Subject to the terms and  conditions
set  forth in this  Credit  Agreement,  each of the  Banks  severally  agrees to
purchase its portion of the Bond, by funding each Bond Advance from time to time
from the date  hereof  until  February  1,  2002  pursuant  to the Bond  Advance
Schedule attached hereto as SCHEDULE 3.1, up to a maximum aggregate of such Bond
Advances  equal to such  Bank's  Commitment  for Bond,  and in any  event,  with
respect to all Banks,  up to an aggregate  amount not exceeding  the  Commitment
Limit for Bond.  The  purchases  will be made PRO RATA in  accordance  with each
Bank's  Commitment  Percentage  for Bond.  The making of each Bond Advance shall
constitute a representation and warranty by the Obligors that the conditions set
forth in SECTION 8 and  SECTION 9 have been  satisfied  on the date of such Bond
Advance.

     3.2 THE BOND.  The Bond shall be issued in form and substance  satisfactory
to the Banks.

     3.3  INTEREST  ON THE BOND.  The Bond  shall bear  interest  for the period
commencing  with the issuance  date thereof and  continuing  until  repayment or
redemption  thereof.  Principal  outstanding during the period (a) from the date
hereof until July 31, 2000, regardless of when advanced,  shall bear interest at
a rate per annum of 87.5 basis  points  over the LIBOR Rate  determined  for the
applicable Interest  Period(s);  (b) from August 1, 2000 until January 31, 2002,
regardless of when advanced, shall bear interest at a rate per annum of 70 basis
points over the LIBOR Rate determined for the applicable Interest Period(s); and
(c) from  February  1,  2002  until  payment  of the  Bond,  regardless  of when
advanced,  shall bear  interest at a rate per annum of 95 basis  points over the
LIBOR Rate determined for the applicable Interest Period(s).

     3.4 FUNDS FOR BOND PURCHASE. (a) Not later than 1:00 p.m. (Providence time)
on the proposed  Drawdown Date of any Bond Advance,  each of the Banks will make
available to the Agent,  at the Agent's Head Office,  in  immediately  available
funds,  the amount of such  Bank's  Commitment  Percentage  for Bond of the Bond
Advance to be made by RIIFC and funded by the Banks. Upon receipt from each Bank
of such  amount,  and upon  receipt of the  documents  required by SECTION 8 and
SECTION 9 and the satisfaction of the other conditions set forth therein, to the
extent  applicable,  the Agent will fund the Bond Advance being made by RIIFC in
an amount  equal to the funds  made  available  to the Agent by the  Banks.  The
failure or refusal of any Bank to make  available to the Agent at the  aforesaid
time and  place on any  date of a Bond  Advance  the  amount  of its  Commitment
Percentage  for Bond of the Bond  Advance to be made shall not relieve any other
Bank from its several  obligation  hereunder to make  available to the Agent the
amount of such  other  Bank's  Commitment  Percentage  for Bond of any such Bond
Advance.

          (b) The Agent may,  unless  notified to the contrary by any Bank prior
to a Bond Advance, assume that such Bank has made available to the Agent on such
Bond Advance date the amount of such Bank's  Commitment  Percentage  for Bond of
the Bond Advance to be made on such date, and the Agent may (but it shall not be
required  to), in  reliance  upon such  assumption,  make  available  to RIIFC a
corresponding  amount. If any Bank makes available to the Agent such amount on a
date after such date,  then such Bank shall pay to the Agent on demand an amount
equal to the product of (i) the average  computed for the period  referred to in
clause (iii) below, of the weighted  average interest rate paid by the Agent for
federal  funds  acquired by the Agent  during each day  included in such period,
TIMES (ii) the amount of such Bank's Commitment Percentage for Bond of such Bond
Advance  made,  TIMES (iii) a fraction,  the numerator of which is the number of
days that elapse from and including  such issuance date to the date on which the
amount of such Bank's Commitment  Percentage for Bond of such Bond Advance shall
become immediately  available to the Agent, and the denominator of which is 360.
A  statement  of the Agent  submitted  to such Bank with  respect to any amounts
owing under this  paragraph  shall be PRIMA FACIE evidence of the amount due and
owing  to the  Agent by such  Bank.  If the  amount  of such  Bank's  Commitment
Percentage  for Bond of such Bond Advance is not made  available to the Agent by
such Bank within three (3) Business  Days  following  such date,  then the Agent
shall be  entitled to recover  such  amount  from the  Borrower on demand and to
retain such amount,  with interest  thereon at the rate per annum  applicable to
the Bond Advance made on such date.

     3.5 PURPOSE OF BOND.  The Obligors shall use all proceeds from issuance and
sale of the Bond to (1) finance Uvex's acquisition of the Mortgaged Real Estate,
and expansion of Uvex's facility located thereon,  and (2) to fund the Obligors'
capital expenditures.

     3.6 SECURITY AGREEMENT. In consideration of the Bond purchased by the Banks
from RIIFC, the Obligors agree to grant to the Banks,  concurrently  herewith, a
first priority security interest in all machinery and equipment purchased by the
Obligors from the proceeds of the Bond  (whether by virtue of direct  payment or
reimbursement  for prior  payment),  all as more  particularly  described in the
Security  Agreement,  which Security  Agreement shall be security for all of the
obligations  of the Obligors to the Banks and the Agent in  connection  with the
Bond,  and the provisions of which are hereby  incorporated  herein by reference
having the same force and effect as if set forth herein.

     3.7  MORTGAGE.  In  consideration  of the Bond  purchased by the Banks from
RIIFC,  the Obligors agree to grant,  and agree to cause RIIFC to grant,  to the
Banks and the Agent,  concurrently  herewith, a first priority mortgage lien and
leasehold  mortgage lien in and on the Mortgaged Real Estate,  including without
limitation all fixtures and machinery related thereto,  all as more particularly
described  in the  Mortgage,  which  Mortgage  shall be security  for all of the
obligations  of the Obligors to the Banks and the Agent in  connection  with the
Bond,  and the provisions of which are hereby  incorporated  herein by reference
having the same force and effect as if set forth herein.

     3.8  ASSIGNMENT OF LEASE.  In  consideration  of the Bond  purchased by the
Banks from RIIFC,  the Obligors agree to grant,  and to cause RIIFC to grant, to
the Banks and the Agent,  concurrently  herewith, a first priority assignment of
all Obligors' rights in the RIIFC Lease, all as more  particularly  described in
the Assignment of Lease,  which Assignment of Lease shall be security for all of
the  obligations  of the Obligors to the Banks and the Agent in connection  with
the  Bond,  and the  provisions  of which  are  hereby  incorporated  herein  by
reference having the same force and effect as if set forth herein.

     SECTION 4. CERTAIN GENERAL PROVISIONS.

     4.1 ANNUAL  ADMINISTRATIVE  FEE. The Obligors shall pay to the Agent on the
Closing Date,  and on each  successive  annual  anniversary  of the Closing Date
thereafter,  an  administrative  fee of $25,000 per year for  administering  the
Loans and the Bond, payable in advance,  which fee is non-refundable,  and shall
be deemed to have been earned by the Agent in full upon receipt thereof.

     4.2 FUNDS FOR PAYMENTS.

          (a) All payments of  principal,  interest,  commitment  fees,  and any
other amounts due hereunder or under any of the other Credit  Documents shall be
made to the Agent,  for the respective  accounts of the applicable Banks and the
Agent,  at the Agent's Head Office or at such other location in the  Providence,
Rhode Island area that the Agent may from time to time  designate,  in each case
in immediately  available  funds. All such payments shall be made in immediately
available funds by 1:00 P.M. (Providence,  Rhode Island time) on a Business Day.
Any funds  received  after that time  shall be  credited  on the next  following
Business Day.

          (b) All payments by the Obligors  hereunder and under any of the other
Credit Documents shall be made without setoff or counterclaim and free and clear
of and without deduction for any taxes, levies, imposts,  duties, charges, fees,
deductions,  withholdings,  compulsory loans,  restrictions or conditions of any
nature now or hereafter  imposed or levied by any  jurisdiction or any political
subdivision thereof or taxing or other authority therein unless the Obligors are
compelled by law to make such deduction or  withholding.  If any such obligation
is  imposed  upon the  Obligors  with  respect  to any  amount  payable  by them
hereunder or under any of the other Credit Documents, then the Obligors will pay
to the Agent,  for the account of the  applicable  Banks or (as the case may be)
the Agent,  on the date on which such  amount is due and  payable  hereunder  or
under any of the other Credit  Documents,  such additional  amount in Dollars as
shall be  necessary to enable the  applicable  Banks or the Agent to receive the
same net amount  which such Banks or the Agent  would have  received on such due
date had no such  obligation  been imposed upon such Obligor.  The Obligors will
deliver promptly to the Agent certificates or other valid vouchers for all taxes
or other  charges  deducted  from or paid with  respect to payments  made by the
Obligors hereunder or under such other Credit Documents.

     4.3  COMPUTATIONS.  All computations of interest on the Loans and the Bond,
and of commitment fees or other fees, shall, unless otherwise expressly provided
herein,  be based on a 360-day  year and be paid for the  actual  number of days
elapsed.  Except as otherwise  provided in the  definition of the term "Interest
Period" with respect to the Bond,  Fixed Rate Loans and any Fixed Rate  Portion,
whenever a payment  hereunder or under any of the other Credit Documents becomes
due on a day that is not a Business  Day, the due date for such payment shall be
extended to the next  succeeding  Business Day, and interest shall accrue during
such extension. The outstanding amount of the Loans and the Bond as reflected on
the  Records  from time to time shall be  considered  correct and binding on the
Obligors, absent manifest error.

     4.4  INABILITY TO  DETERMINE  LIBOR RATE.  In the event that,  prior to the
commencement  of any  Interest  Period  relating to any Fixed Rate Loan or Fixed
Rate  Portion,  or to the Bond,  the Agent shall  determine  that  adequate  and
reasonable  methods  do not exist for  ascertaining  the LIBOR  Rate that  would
otherwise  serve  as the  basis  for  determining  the  rate of  interest  to be
applicable to any Fixed Rate Loan or Fixed Rate Portion,  or to the Bond, during
any Interest Period, the Agent shall forthwith give notice of such determination
(which  shall be  conclusive  and binding on the  Obligors and the Banks) to the
Obligors and the Banks. In such event (a) any Loan Request or Conversion Request
with  respect  to  Fixed  Rate  Loans  and  any  Fixed  Rate  Portion  shall  be
automatically  withdrawn  and shall be deemed a request for a Floating Rate Loan
or Floating Rate Portion, as the case may be, (b) each Fixed Rate Loan and Fixed
Rate Portion will  automatically,  on the last day of the then current  Interest
Period relating thereto, become a Floating Rate Loan or a Floating Rate Portion,
as the case may be, (c) the interest rate  applicable  to the Bond,  and (d) the
obligations  of the Banks to make Fixed Rate Loans and Fixed Rate Portions shall
be suspended until the Agent  determines that the  circumstances  giving rise to
such  suspension  no  longer  exist,  whereupon  the Agent  shall so notify  the
Obligors and the Banks.

     4.5 ILLEGALITY. Notwithstanding any other provisions herein, if any present
or future law,  regulation,  treaty or directive,  or in the  interpretation  or
application  thereof,  shall make it  unlawful  for any Bank to make or maintain
Fixed Rate Loans or Fixed Rate  Portions,  or to provide or maintain fixed rates
of  interest  on the  Bond,  such  Bank  shall  forthwith  give  notice  of such
circumstances  to the  Obligors  and  the  other  Banks  and  thereupon  (a) the
commitment  of such Bank to make Fixed Rate  Loans and Fixed  Rate  Portions  or
convert  Loans or a Portion  of a Loan of  another  Type to Fixed Rate Loans and
Fixed Rate  Portions,  and to provide or maintain fixed rates of interest on the
Bond, shall forthwith be suspended,  and (b) such Bank's Loans or any Portion of
a Loan then outstanding as Fixed Rate Loans or a Fixed Rate Portion,  if any, or
the Bond, if then outstanding, shall be converted automatically to Floating Rate
Loans or a  Floating  Rate  Portion,  on the last  day of each  Interest  Period
applicable  to such  Fixed  Rate Loans or Fixed  Rate  Portions  or within  such
earlier period as may be required by law, and an alternative fixed rate shall be
applied to the Bond. The Obligors hereby agree to pay the Agent promptly for the
account of such Bank, upon demand by such Bank, any additional amounts necessary
to  compensate  such Bank for any  costs  incurred  by such  Bank in making  any
conversion in accordance  with this SECTION 4.5,  including any interest or fees
payable  by such Bank to  lenders  of funds  obtained  by it in order to make or
maintain its Fixed Rate Loans and Fixed Rate  Portions  hereunder,  or its fixed
rate on the Bond.

     4.6  ADDITIONAL  COSTS,  ETC.  If any  change  in any  applicable  law,  or
enactment of any new law, which expression,  as used herein,  includes statutes,
rules and regulations  thereunder and  interpretations  thereof by any competent
court or by any  governmental or other  regulatory body or official charged with
the  administration  or the  interpretation  thereof and  requests,  directives,
instructions and notices at any time or from time to time hereafter made upon or
otherwise  issued to any Bank or the Agent by any central bank or other  fiscal,
monetary or other authority, shall:

          4.6.1 subject any Bank or the Agent to any tax,  levy,  impost,  duty,
charge,  fee,  deduction  or  withholding  of any  nature  with  respect  to the
principal  amount  of  or  interest  on  any  Obligations,  or  fees,  expenses,
indemnities or other amounts  payable to any Bank or the Agent under this Credit
Agreement,  the other Credit  Documents,  such Bank's Commitment for Loans, such
Bank's  Commitment for Bond, the Loans, the Bond (other than taxes based upon or
measured by the income or profits or  franchise  or similar  business  licensing
taxes of such Bank or the Agent), or

          4.6.2  materially  change the basis of taxation (except for changes in
taxes on income or profits or franchise or similar business  licensing taxes) of
payments to any Bank of the principal of or the interest on any Loan or the Bond
or any  other  amounts  payable  to any  Bank or the  Agent  under  this  Credit
Agreement or any of the other Credit Documents, or

          4.6.3  impose or  increase  or render  applicable  (other  than to the
extent specifically provided for elsewhere in this Credit Agreement) any special
deposit,  reserve,  assessment,  liquidity,  capital  adequacy or other  similar
requirements  against  assets  held by, or deposits in or for the account of, or
loans by, or letters of credit  issued  by, or  commitments  of an office of any
Bank,  that has or would have the effect of reducing  the rate of return on such
Bank's capital as a consequence of such Bank's obligations  hereunder to a level
below that which such Bank could have achieved but for such  compliance  (taking
into  consideration  such  Bank's  policies  with  respect to  capital  adequacy
immediately  before  such  compliance  by an  amount  deemed  by such Bank to be
material, or

          4.6.4  impose  on any  Bank  or the  Agent  any  other  conditions  or
requirements with respect to this Credit Agreement,  the other Credit Documents,
the Loans, the Bond, such Bank's  Commitment for Loans,  such Bank's  Commitment
for Bond, or any class of loans or  commitments  of which any of the Loans,  the
Bond, or such Bank's  Commitment  for Loans or such Bank's  Commitment for Bond,
forms a part, and the result of any of the foregoing is:

                  (a) to  increase  the  cost to any  Bank of  making,  funding,
         issuing, renewing, extending or maintaining any of the Loans, the Bond,
         or such Bank's Commitment for Loans or Commitment for Bond, or

                  (b) to reduce  the  amount of  principal,  interest,  or other
         amount  payable to such Bank or the Agent  hereunder on account of such
         Bank's Commitment for Loans or Commitment for Bond, or any of the Loans
         or the Bond, or

                  (c) to require  such Bank or the Agent to make any  payment or
         to forego any  interest or other sum payable  hereunder,  the amount of
         which  payment  or  foregone  interest  or other sum is  calculated  by
         reference to the gross amount of any sum receivable or deemed  received
         by such Bank or the Agent from the Obligors hereunder;

then, and in each such case, the Obligors will, upon demand made by such Bank or
(as the case may be) the Agent at any time and from time to time and as often as
the occasion  therefor may arise,  pay to such Bank or the Agent such additional
amounts  as will be  sufficient  to  compensate  such Bank or the Agent for such
additional  cost,  reduction,  payment or  foregone  interest or such other sum,
without duplication of any payment coming due under SECTION 4.7.

     4.7 CAPITAL  ADEQUACY.  If any change in any law, or  enactment  of any new
law,  governmental  rule,  regulation,  policy,  guideline  or  directive or the
interpretation  thereof by a court or  governmental  authority with  appropriate
jurisdiction affects the amount of capital required or expected to be maintained
by any Bank or any  corporation  controlling  such Bank and such Bank determines
that the amount of capital  required to be  maintained  by it is increased by or
based upon the existence of such Bank's  commitment with respect to any Loans or
the Bond,  and has or would  have the effect of  reducing  the rate of return on
such Bank's capital as a consequence of such Bank's  obligations  hereunder to a
level  below that which such Bank could have  achieved  but for such  compliance
(taking into consideration such Bank's policies with respect to capital adequacy
immediately  before  such  compliance  by an  amount  deemed  by such Bank to be
material,  then such Bank or the Agent may notify the Obligors of such fact.  To
the  extent  that  the  costs of such  increased  capital  requirements  are not
reflected in the Floating  Rate,  and without  duplication of any payment coming
due under SECTION 4.6.3,  the Obligors and such Bank or (as the case may be) the
Agent shall  thereafter  attempt to negotiate in good faith,  within thirty (30)
days of the day on which the Obligors receive such notice, an adjustment payable
hereunder  that  will  adequately   compensate  such  Bank  in  light  of  these
circumstances. If the Obligors and such Bank or the Agent are unable to agree to
such  adjustment  within  thirty  (30)  days of the date on which  the  Obligors
receive such notice, then commencing on the date of such notice (but not earlier
than the effective date of any such  increased  capital  requirement),  the fees
payable  hereunder shall increase by an amount that will, in such Bank's and the
Agent's reasonable determination, provide adequate compensation. Each Bank shall
allocate  such  cost  increases  among  its  customers  in good  faith and on an
equitable  basis.  The  Obligors  may at their option elect to seek a substitute
Bank  (which  may be one or more of the  Banks  and  which  shall be  reasonably
satisfactory  to the Banks other than the Bank demanding such  compensation)  to
purchase  the  portion of the Loans and the Bond then held by, and to assume the
commitments   hereunder  of,  such  Bank.  Until  such  substitution   shall  be
consummated,  the Obligors shall continue to pay to such Bank being replaced any
amounts required by this Credit Agreement,  including this SECTION 4.7. Upon any
such  substitution,  the Obligors (or such substitute Bank, as applicable) shall
pay to such Bank  being  replaced  all  principal,  interest  and other  amounts
accrued or owing to such Bank  hereunder  through the date of  substitution  and
such Bank shall cease to be a party  hereto but  Obligors  shall  continue to be
bound by, and such Bank  shall be  entitled  to the  benefits  of, all  sections
hereunder providing indemnifications by Obligors of the Banks.

     4.8 CERTIFICATE. A certificate setting forth any additional amounts payable
pursuant to SECTIONS 4.6 or 4.7 and a brief  explanation  of such amounts  which
are due and calculations in reasonable  detail showing the  determination of the
amounts  due,  submitted  by any  Bank or the  Agent to the  Obligors,  shall be
conclusive, absent manifest error, that such amounts are due and owing.

     4.9 DEFAULT  INTEREST  RATE. At the Banks'  election,  exercisable in their
sole  and  absolute   discretion,   following  the  occurrence  and  during  the
continuance  of any Event of Default,  the interest rates  applicable  under the
Notes  and the Bond may be  increased  (a) to a rate  per  annum  equal to three
percent  (3%) above the Floating  Rate with  respect to Floating  Rate Loans and
Floating  Rate  Portions,  (b) to a rate per annum equal to three  percent  (3%)
above the Fixed Rate with  respect to Fixed Rate Loans and Fixed Rate  Portions,
and (c) to a rate per annum equal to three  percent (3%) above the interest rate
applicable  under the Bond with  respect  to the Bond,  in each case  until such
Event of Default is cured.

     4.10  INTEREST  LIMITATION.  Notwithstanding  any other  provision  of this
Credit  Agreement or any other of the Credit  Documents,  the maximum  amount of
interest that may be charged to or collected from the Obligors by any Bank under
this Credit  Agreement  or any other of the Credit  Documents  shall in no event
exceed  the  maximum  amount of  interest  that  could  lawfully  be  charged or
collected under  applicable  law. Any provision of this Credit  Agreement or any
other of the Credit  Documents that could be construed as providing for interest
in excess of such lawful  maximum  shall be  expressly  subject to this  SECTION
4.10. Any part of the  Obligations  consisting of amounts to be paid to any Bank
for the use,  forbearance or detention of the  Obligations  shall, to the extent
permitted  by  applicable  law,  be  allocated  throughout  the full term of the
Obligations  until payment in full of the Obligations  (including any renewal or
extension  thereof)  so that  interest on account of the  Obligations  shall not
exceed the maximum amount permitted by applicable law.

     SECTION 5. REPRESENTATIONS AND WARRANTIES.

     The  Obligors  each  represent  and  warrant  to the Banks and the Agent as
follows:

     5.1  ORGANIZATION  AND  QUALIFICATION.  Each  Obligor  is a duly  organized
corporation validly existing and in good standing under the laws of the State of
Delaware,  and has the power to own its assets and to transact  the  business in
which it is presently engaged, and, except with respect to the jurisdictions set
forth in SCHEDULE 5.1 attached  hereto (in which  jurisdictions  the  applicable
Obligor  has  qualified  to do  business),  does not do  business  in any  other
jurisdiction  that would  require  Obligor to  qualify  to do  business  in such
jurisdiction  except where the failure to qualify to transact business would not
have a Material Adverse Effect.

     5.2 POWER AND AUTHORIZATION.  Each Obligor has, or at the time of execution
shall  have,  the  corporate  power to  execute,  deliver and perform the Credit
Documents and to borrow and guaranty hereunder and thereunder, and has taken all
necessary  corporate  action  to  authorize  the  borrowings  on the  terms  and
conditions  of,  and the  execution,  delivery  and  performance  of, the Credit
Documents.   All  consents,   licenses,   approvals  or  authorizations  of,  or
registrations or declarations with, any governmental authority, bureau or agency
which are required in  connection  with the  execution,  delivery,  performance,
validity or  enforceability  of the Credit Documents have been duly obtained and
are in full force and effect.

     5.3 NO LEGAL BAR TO LOANS.  The execution,  delivery and performance of the
Credit  Documents  shall  not (a)  violate  (i) any  material  provision  of any
existing  law or  regulation,  any order or decree of any court or  governmental
authority,  bureau or agency,  (ii) the certificate of incorporation and by-laws
of any Obligor,  or (iii) any mortgage,  indenture,  material  contract or other
agreement  to which any Obligor is a party or which  purports to be binding upon
such  Obligor or upon any of its  properties  or assets  (except  where a waiver
thereunder  has been  obtained);  or (b) result in the creation or imposition of
any lien, charge or encumbrance on, or security interest in, any property of the
Obligors,  except  in the  case of  clause  (a) (i) and  (a)  (iii)  where  such
violation would not have a Material Adverse Effect.

     5.4 NO  MATERIAL  LITIGATION.  There are no actions,  suits or  proceedings
(whether or not purported to be on behalf of or against any Obligor) pending or,
to the knowledge of any Obligor, threatened against or affecting such Obligor or
any of its  properties  which,  if adversely  determined,  would have a Material
Adverse Effect.  None of the Obligors is in default with respect to any order of
any court,  arbitrator or governmental  body nor subject or a party to any order
of any court or governmental body arising out of any action,  suit or proceeding
under any statute or other law in any manner which would have a Material Adverse
Effect.

     5.5 NO  DEFAULT.  None of the  Obligors  is in  default  in the  payment or
performance  of any  material  contract,  lease  of  personal  property  or real
property,  agreement or other instrument to which it is a party, or by which any
of its assets may be bound,  in any manner  which could have a Material  Adverse
Effect, and no Event of Default has occurred and is continuing hereunder.

     5.6 NO PENDING INSOLVENCY.  Each Obligor is solvent, and no borrowings made
by the Obligors  subject to this Credit  Agreement render or shall render any of
the Obligors  insolvent;  no Obligor is  contemplating  the filing of a petition
under any state or federal  bankruptcy or insolvency  laws or a petition for the
liquidation  of or to  appoint  a  receiver  for all or a major  portion  of its
property,  nor does any Obligor have any  knowledge of any person  contemplating
the filing of any such  petition  against such Obligor or its assets,  including
the properties and assets reflected in the financial  statements  referred to in
SECTION 5.8 hereof.

     5.7 TAXES.  Each  Obligor  has filed or caused to be filed all tax  returns
required  to be filed by it, and has paid all taxes  shown to be due and payable
on said returns or on any  assessments  made against it, except where failure to
file such tax  returns  and pay such  taxes  would not have a  Material  Adverse
Effect;  and no tax liens have been filed and no claims are being  asserted with
respect  to any  taxes  which  are not  reflected  in the  financial  statements
referred to in SECTION 5.8 hereof;  to the extent required by GAAP, each Obligor
has  reserved  against  all taxes that are payable by it that are not yet due or
that are shown to be due on any tax  return  filed by it or have  been  assessed
against it but have not yet been paid.

     5.8 FINANCIAL CONDITION AND STATEMENTS. All financial statements previously
furnished  by the  Obligors  to the  Banks  fully  and  accurately  reflect  the
financial  condition  of each  Obligor as of the dates  furnished  and have been
prepared  in  accordance   with  generally   accepted   accounting   principles,
consistently applied. There has been no material adverse change in the financial
condition of any Obligor since the date of such statements, and each Obligor has
disclosed  in  writing  to the  Banks  any  material  obligation,  liability  or
commitment,  direct or contingent which existed as of the date of said financial
statements and which is not reflected in said financial statements, and which is
known by such Obligor as of the date of this Credit Agreement. The Obligors have
no liability or obligation of any nature whatever  (whether  absolute,  accrued,
contingent or otherwise,  whether or not due), forward or long-term  commitments
or unrealized or anticipated losses from unfavorable commitments, except matters
that, individually or in the aggregate, could not reasonably be expected to have
a Material Adverse Effect and contractual  obligations  incurred in the ordinary
course of Obligors' businesses.

     5.9  OWNERSHIP  OF  PROPERTY.  Each  Obligor  owns or leases all  property,
tangible  and  intangible,  necessary  to conduct  the  business  in which it is
engaged  in the  manner in which  that  business  has been  conducted,  and each
Obligor  has good and  marketable  title to all of its  properties  and  assets,
subject  only to the Liens  granted in the  Security  Documents  to the Banks or
permitted by this Credit Agreement.

     5.10  COMPLIANCE  WITH LAWS.  Each  Obligor has  complied  in all  material
respects with all laws,  regulations  and orders  applicable to its  operations,
including  those  pertaining to labor and minimum  wages,  zoning,  environment,
health and safety, except for such non-compliance as has been resolved and would
not reasonably be expected to have any future Material  Adverse Effect on any of
the Obligors.

     5.11 STATEMENTS.  No statement of fact made by or on behalf of the Obligors
in this Credit  Agreement  or in any  certificate  or schedule  furnished to the
Banks pursuant hereto, contains any untrue statement of a material fact or omits
to state any material fact necessary to make the statements contained therein or
herein not misleading as of the time made.  There is no fact presently  known to
any Obligor that has not been  disclosed to the Banks which  materially  affects
adversely  nor,  as far as such  Obligor can  foresee,  will  materially  affect
adversely such Obligor's property, operations, prospects or condition (financial
or otherwise).

     5.12 BINDING EFFECT.  The Credit Documents and all of the other instruments
and documents  executed by the Obligors and delivered to Lender pursuant to this
Credit Agreement constitute the legal, valid, and binding obligations of each of
the Obligors and are enforceable in accordance with their respective terms.

     5.13  REGULATION U. None of the Obligors own "margin stock" as such term is
defined in Regulation U, as amended (12 C.F.R. Part 221), issued by the Board of
Governors of the Federal Reserve System (the "Board"). The proceeds of the Loans
made  pursuant to this Credit  Agreement  shall be used by the Obligors only for
the purposes permitted by the Banks as set forth in SECTION 2.7 and SECTION 3.5.
None of the proceeds of the Loans will be used, directly or indirectly,  for the
purpose of reducing or retiring any indebtedness  which was originally  incurred
to  purchase  or  carry  margin  stock  or for any  other  purpose  which  might
constitute  any of the Loans a  "purpose  credit"  within  the  meaning  of said
Regulation  U or  Regulation  X (12 C.F.R.  Part 224) of the Board.  None of the
Obligors  nor any agent acting in their behalf has taken or will take any action
which might cause this Credit  Agreement or any of the documents or  instruments
delivered  pursuant  hereto to violate any regulation of the Board or to violate
the Securities Exchange Act of 1934, in effect as of the date hereof.

     5.14 EMPLOYEE BENEFIT PLANS.

          5.14.1  Except as  disclosed  in  writing  to the  Banks,  none of the
employee  benefit  plans  maintained  at any time by the  Obligors or the trusts
created  thereunder has engaged in a prohibited  transaction which could subject
any  Obligor to a material  tax or penalty on  prohibited  transactions  imposed
under Code Section 4975 which would have a Material Adverse Effect.

          5.14.2  Except as  disclosed  to the Banks,  (a) none of the  employee
benefit  plans of the  Obligors  which are  Guaranteed  Pension  Plans have been
terminated or, if terminated,  has had or could reasonably be expected to have a
Material  Adverse Effect;  (b) none of such employee benefit plans have incurred
any liability to the PBGC established pursuant to ERISA, other than for required
insurance  premiums  which have been paid when due, or incurred any  accumulated
funding  deficiency,  whether or not waived,  or if such liability or deficiency
has been  incurred,  has had or could  reasonably be expected to have a Material
Adverse Effect;  and (c) no reportable  event, or other event or condition,  has
occurred,  which reasonably  presents a material risk of termination of any such
employee  benefit plan by the PBGC,  or if such event or condition has occurred,
then it has not had and could not  reasonably  be  expected  to have a  Material
Adverse Effect.

          5.14.3 The present value of all accrued  benefits  under each Title IV
employee  benefit plan of each Obligor did not, as of the most recent  valuation
date,  exceed the then  current fair market value of the assets of such Title IV
employee benefit plans allocable to such accrued benefits.

          5.14.4  The  consummation  of the  Loans  and the Bond  from the Banks
provided  for  in  this  Credit   Agreement  will  not  involve  any  prohibited
transaction.

          5.14.5 As used in this Section,  the terms  "employee  benefit  plan",
"employee pension benefit plan",  "accumulated funding deficiency",  "reportable
event",  and "accrued  benefits" shall have the respective  meanings assigned to
them in ERISA,  and the term  "prohibited  transaction"  shall have the  meaning
assigned to it in Code Section 4975 and ERISA.

     5.15   AFFILIATES,   SUBSIDIARIES.   All  of  the   Obligors'   Affiliates,
Subsidiaries  and parent  company,  if any, are listed in SCHEDULE 5.15 attached
hereto.  The  outstanding  capital  stock  of  all  of the  Obligors  and  their
Subsidiaries  has  been  duly  authorized,   validly  issued,   fully  paid  and
nonassessable and is not margin stock.

     5.16  INVESTMENT  COMPANY.  No Obligor is an  "investment  company",  or an
"affiliated  person"  of, or  "promoter"  or  "principal  underwriter"  for,  an
"investment company", as such terms are defined in the Investment Company Act of
1940, as amended (15 U.S.C. ss. 80a-1, et seq.). The application of the proceeds
and repayment of the Loans and the Bond by the Obligors,  the performance of the
transactions  contemplated  by this  Credit  Agreement  and the  exercise of the
powers  of the  Banks  or (as the  case  may  be) the  Agent  under  the  Credit
Documents,  shall not violate any provision of said Act, or any rule, regulation
or order issued by the Securities and Exchange Commission thereunder.

     5.17 NO CATASTROPHIC EVENTS. Neither the business nor the properties of any
Obligor or any of its  affiliates  or  subsidiaries  are  affected  by any fire,
explosion,  accident,  strike, lock-out or other labor dispute,  drought, storm,
hail,  earthquake,  embargo,  act of God or of a public enemy or other  casualty
(whether or not covered by insurance) that could have a Material  Adverse Effect
on such Obligor or any of its Affiliates.

     5.18 ENVIRONMENTAL COMPLIANCE.  The Obligors jointly and severally make the
following representations and warranties to the Banks as to the Real Estate:

          5.18.1 Except as disclosed in the financial  statements referred to in
SECTION 5.8 hereof, or as otherwise  disclosed to the Banks in writing,  none of
the Obligors and none of the operations  conducted by any of the Obligors on any
of the Real Estate,  is in  violation,  or alleged  violation,  of any judgment,
decree,  order,  law,  license,  rule or regulation  pertaining to environmental
matters,  including  without  limitation,  those arising under the Environmental
Laws,  which violation would  reasonably be expected to have a Material  Adverse
Effect on the value of any of the Real Estate or a Material Adverse Effect.

          5.18.2 Except as disclosed in the financial  statements referred to in
SECTION 5.8 hereof, or as otherwise  disclosed to the Banks in writing,  none of
the Obligors has received written notice from any third party, including without
limitation any federal, state or local governmental  authority,  (i) that it has
been identified by the United States Environmental  Protection Agency ("EPA") as
a  potentially  responsible  party under CERCLA with respect to a site listed on
the National  Priorities List, 40 C.F.R.  Part 300 Appendix B (1986);  (ii) that
any  hazardous  waste,  as  defined  by 42 U.S.C.  ss.  9601(5),  any  hazardous
substances as defined by 42 U.S.C. ss. 9601(14), any pollutant or contaminant as
defined by 42 U.S.C.  ss.  9601(33) or any toxic  substances,  oil or  hazardous
materials or other chemicals or substances  regulated by any Environmental  Laws
(collectively,  "Hazardous  Materials")  which it has generated,  transported or
disposed  of have  been  found at any site at  which a  federal,  state or local
agency or other  third party has  conducted  or has  ordered  that such  Obligor
conduct a remedial  investigation,  removal or other response action pursuant to
any  Environmental  Laws;  or (iii) that it is or shall be a named  party to any
claim, action, cause of action, complaint, or legal or administrative proceeding
(in each  case,  contingent  or  otherwise)  arising  out of any  third  party's
incurrence  of costs,  expenses,  losses or  damages of any kind  whatsoever  in
connection with the Release of Hazardous Materials, except for such notices that
have been fully resolved to the  satisfaction  of the issuer  thereof;  provided
that with respect to any notice received by the Obligors after the Closing Date,
this SECTION  5.18.2  shall only be deemed a  representation  and warranty  with
respect  to the  matters in (i),  (ii) and (iii)  above if such  notice,  or the
conditions referenced therein, would have a Material Adverse Effect.

          5.18.3 Except as disclosed in the financial  statements referred to in
SECTION 5.8  hereof,  or as  otherwise  disclosed  to the Banks in  writing,  no
portion of any of the Real  Estate has been used for the  handling,  processing,
storage or disposal of Hazardous  Materials  except in material  compliance with
applicable  Environmental  Laws;  and no underground  tank or other  underground
storage  receptacle for Hazardous  Materials is located on any portion of any of
the Real Estate; and (i) in the course of any activities conducted by any of the
Obligors,  or the  operators of any of the Real Estate,  no Hazardous  Materials
have  been  generated  or are  being  used on any of the Real  Estate  except in
material  compliance with applicable  Environmental Laws; (ii) there has been no
past or  present  releasing,  spilling,  leaking,  pumping,  pouring,  emitting,
emptying, discharging, injecting, escaping, disposing or dumping (a "Release" or
"Releases") or threatened Release of Hazardous  Materials on, upon, into or from
any of the Real Estate,  which  Release  would  reasonably be expected to have a
Material  Adverse  Effect  on the value of any of the Real  Estate  or  adjacent
properties or the environment;  (iii) to Obligor's knowledge, there have been no
Releases on, upon,  from or into any real property in the vicinity of any of the
Real Estate which, through soil or groundwater  contamination,  may have come to
be located on, and which would have a material  adverse  effect on the value of,
any of the Real  Estate;  and (iv) any  hazardous  wastes (as defined in RCRA or
applicable  state law) that have been  generated  on any of the Real Estate have
been   transported,   treated  or  disposed  of  as  required  under  applicable
Environmental Laws.

          5.18.4 Except as disclosed in the financial  statements referred to in
SECTION 5.8 hereof, or as otherwise  disclosed to the Banks in writing,  no part
of any of the Real Estate is or shall be subject to any applicable environmental
clean-up  responsibility  law  or  environmental  restrictive  transfer  law  or
regulation,  by virtue of the  transactions  set forth  herein and  contemplated
hereby.

          5.19  EXISTING  INDEBTEDNESS.  A  complete  and  accurate  list of all
existing indebtedness of each Obligor and each Affiliate,  Subsidiary and parent
thereof for  borrowed  money as of the  execution by the Obligors of this Credit
Agreement  is  set  forth  in  SCHEDULE  5.19,   showing  the  principal  amount
outstanding thereunder as of the date of this Credit Agreement.

     5.20 YEAR 2000 COMPLIANCE. The Obligors jointly and severally represent and
warrant to the Banks,  which  representation  and  warranty  shall  survive  the
closing and making of all of the Loans,  and the issuance of the Bond,  that the
Obligors  have taken all  reasonably  necessary  action to assess,  evaluate and
correct all of the hardware,  software, imbedded microchips and other processing
capabilities they use, directly or indirectly,  to ensure that they will be able
to  function  accurately  and  without  interruption  or  ambiguity  using  date
information  before,  during,  and after January 1, 2000, except for failures in
function which would not have a Material  Adverse Effect on any of the Obligors,
their respective operations, or on the exposure of any of the Obligors to any of
their respective customers.

     Section 5.21 LABOR MATTERS. The Obligors are not a party to any labor union
or collective  bargaining  agreement.  The Obligors are in  compliance  with all
applicable laws  respecting  employment and employment  practices,  except where
failure  to so comply  would not have a  Material  Adverse  Effect.  There is no
unfair  labor  practice  complaint  pending  or  threatened  against  any of the
Obligors  before the  National  Labor  Relations  Board,  any court or any other
governmental  authority,  nor any pending or  threatened  sexual  harassment  or
wrongful discharge claim, labor strike,  dispute, slow down, or stoppage pending
or  threatened  against  any  of  the  Obligors,  or a  representation  petition
respecting  the employees of any of the Obligors filed or threatened to be filed
with the  National  Labor  Relations  Board which would have a Material  Adverse
Effect.

     Section 5.22 BROKERAGE  COMMISSIONS.  No Person is entitled to receive from
the Obligors any brokerage commission, finder's fee or similar fee or payment in
connection with the consummation of the transactions contemplated by this Credit
Agreement. No brokerage or other fee, commission,  or compensation is to be paid
by the Banks or the Agent by reason of any act,  alleged  act or omission of the
Obligors with respect to the transactions contemplated hereby.

     Section 5.23 TRADE NAMES. All trade names presently used or previously used
by the Obligors are listed in SCHEDULE 5.23 attached hereto.

     SECTION 6. AFFIRMATIVE COVENANTS OF THE OBLIGORS.

     The Obligors  covenant and agree,  jointly and severally,  that, so long as
any Loan or Note, or the Bond, is  outstanding or any Bank has any obligation to
make any Loans or advance its portion of any Bond Advances:

     6.1 FINANCIAL STATEMENTS, REPORTS AND CONTRACTS. The Obligors shall furnish
to the Agent and to the Banks the following  information  at the times set forth
below:

          6.1.1 On or before  ninety  (90) days after the close of each of their
respective  fiscal years,  annual financial  statements of the Obligors for such
applicable fiscal year, on a consolidated basis, including,  without limitation,
balance  sheets,  statements  of income and  expenses,  statements  of  retained
earnings,  statements of cash flow,  schedules of debt maturities and contingent
liabilities, and similar statements, and also including consolidating schedules,
all with customary  supporting data and schedules all in reasonable  detail,  in
form satisfactory to the Banks,  prepared in accordance with GAAP,  consistently
applied,  audited by an independent certified public accountant  satisfactory to
the Banks.

          6.1.2 On or  before  sixty  (60) days  after the close of each  fiscal
quarter of the  Obligors,  a  quarterly  financial  operating  statement  of the
Obligors for each such quarter, on a consolidated basis, including statements of
results year to date, and similar  statements,  and showing  comparable  monthly
results for the immediately  preceding year, all with customary  supporting data
and schedules all in reasonable detail, in a form satisfactory to the Banks, and
prepared in accordance  with GAAP (except to the extent  condensed in accordance
with the rules and  regulations  of the United  States  Securities  and Exchange
Commission)  by the Obligors'  management,  and certified to the Banks that such
statements are in accordance  with each Obligors'  prior  management  accounting
practices,  and together with a covenant compliance  certificate of the Obligors
certifying that no Event of Default has occurred, or a description of such Event
of Default if one has  occurred,  and that the Obligors  have  complied with all
financial  covenants and conditions of the Loans,  such certificate to be signed
by the chief financial officer or president of the applicable entity.

          6.1.3 On or before one  hundred  eighty  (180) days of the end of each
fiscal year of Bacou, S.A., such company's annual audited financial statements.

          6.1.4 With reasonable promptness,  such other information bearing upon
the credit and the status of business and operations of the Obligors, Bacou, SA,
or any  Subsidiaries  or  Affiliates  as the Banks or the Agent may from time to
time reasonably request.

     6.2 ACCOUNTS / AUDITS.  The Obligors  shall keep proper books of record and
account in which full,  true and correct  entries in  reasonable  detail will be
made  of  all  of  their  respective   transactions  in  accordance  with  GAAP,
consistently  applied,  and the  requirements of public  regulatory  authorities
having jurisdiction over them. The Obligors shall permit the Banks and the Agent
through the Banks' and the Agent's  officers,  employees and agents,  to inspect
the places of business,  equipment,  property and records of the Obligors at any
time as the Banks or the Agent may require,  and to audit the Obligors'  records
of  account  on  reasonable  notice  and with the  conduct  of  business  of the
Obligors,  the  reasonable  expense  of  which  audit(s)  shall  be borne by the
Obligors and shall be payable to the Agent upon  demand.  So long as no Event of
Default has occurred  and  continued  uncured,  the Agent shall not conduct such
audits more than once in each calendar year hereafter.

     6.3 PAYMENT OF OBLIGATIONS. Each Obligor shall pay and discharge, when due,
all of its obligations  and  liabilities  (including,  without  limitation,  tax
liabilities) except where the same may be contested in good faith and with prior
written  notice thereof to the Banks.  Each Obligor shall  maintain  appropriate
reserves  for the  accrual  of any of the same  determined  in  accordance  with
generally accepted accounting principles, consistently applied.

     6.4 NOTICES.

          6.4.1  DEFAULTS.  The Obligors will promptly notify the Agent and each
of the Banks in writing of the occurrence of any Default or Event of Default. If
any  Person  shall  give any  notice or take any other  action in  respect  of a
claimed  default  (whether or not  constituting  an Event of Default) under this
Credit Agreement or any other note, evidence of indebtedness, indenture or other
obligation  to which or with  respect to which any Obligor is a party or obligor
in excess of $500,000,  whether as  principal,  guarantor,  surety or otherwise,
such Obligor shall  forthwith  give written notice thereof to the Agent and each
of the Banks,  describing  the  notice or action  and the nature of the  claimed
default.

          6.4.2 ENVIRONMENTAL  EVENTS. The Obligors will promptly give notice to
the Agent and each of the Banks any of the  following if it has the potential to
materially affect the assets, liabilities, financial conditions or operations of
any Obligor,  or the Agent's security  interests granted  hereunder:  (i) of any
violation  of any  Environmental  Law that any Obligor  reports in writing or is
reportable  by  such  Person  in  writing  (or  for  which  any  written  report
supplemental  to any  oral  report  is  made)  to any  federal,  state  or local
environmental  agency and (ii) upon  becoming  aware  thereof,  of any  inquiry,
proceeding,  investigation,  or other action, including a notice from any agency
of  potential   environmental   liability,   or  any  federal,  state  or  local
environmental agency or board.

          6.4.3 NOTICE OF  LITIGATION  AND  JUDGMENTS.  The  Obligors  will give
notice to the Agent and each of the Banks in writing within fifteen (15) days of
becoming  aware of any  litigation or  proceedings  threatened in writing or any
pending litigation and proceedings affecting any Obligor or to which any Obligor
is or becomes a party involving a claim against such Obligor (whether or not the
claim is  considered  by such  Obligor to be covered  by  insurance)  that could
reasonably  be expected to have a materially  adverse  effect on such Obligor or
the security  interests  granted  hereunder and stating the nature and status of
such litigation or  proceedings.  The Obligors will give notice to the Agent and
each of the Banks,  in writing,  in form and detail  satisfactory  to the Agent,
within  ten  (10)  days of any  judgment  not  covered  by  insurance,  final or
otherwise, against any Obligor in an amount in excess of $100,000.

          6.4.4 NOTICE OF MATERIAL ADVERSE CHANGE. The Obligors will give notice
to the Agent and each of the Banks in writing of any material  adverse change in
the business,  assets,  operations or financial  condition of any one or more of
the Obligors,  promptly upon becoming aware  thereof.  Such written notice shall
set forth the details of such change and any action with respect  thereto  taken
or contemplated to be taken by any one or more of the Obligors.

          6.4.5 NOTICE OF NAME CHANGES AND LOCATION CHANGES.  The Obligors shall
(a)  immediately  notify  the  Agent  if any  of the  Obligors  is  known  by or
conducting  business under any names other than the names  described in SCHEDULE
5.23,  (b) notify the Agent  within  fifteen (15) days if any one or more of the
Obligors are  conducting  any of their  businesses  or  operations  at or out of
offices or  locations  other than those  previously  disclosed in writing to the
Banks,  and (c)  notify the Agent at least  fifteen  (15) days prior to the date
upon which the Obligors intend to change the location of their  respective chief
executive  offices,  principal  places of business,  or location of any material
amount of the  collateral  for the Bond from those  locations  against which the
Banks have filed UCC financing statements.

          6.4.6 LABOR  DISPUTES.  The  Obligors  shall  notify Agent in writing,
promptly,  but in any event within two (2) business days after learning thereof,
of any material  labor  dispute to which any of the Obligors may become a party,
any  strikes  or  walkouts  relating  to their  respective  businesses,  and any
expiration of any labor  contract to which they are a party or by which they are
bound, which expiration would have a Material Adverse Effect.

     6.5  MAINTENANCE OF PROPERTIES;  INSURANCE.  Each Obligor shall keep all of
its  properties  useful and  necessary to its  business in good repair,  working
order and condition,  and from time to time make or cause to be made all needful
and  proper  repairs,  renewals,  replacements,   betterments  and  improvements
thereto,  so that the businesses  carried on by such Obligor may be properly and
advantageously  conducted at all times.  Each Obligor shall  maintain  insurance
(which may consist of appropriate  self-insurance,  reasonably acceptable to the
Banks) on all of its properties  and assets in reasonable  amounts in accordance
with sound  business  practices,  insuring  against  such  risks as are  usually
insured against in the same general area and by entities  engaged in the same or
a similar  business,  including,  by way of illustration  and not of limitation,
fire  with  extended  coverage,  public  liability,  theft,  personal  property,
collision,  and workers' compensation insurance. All insurance maintained by the
Obligors  in which the  Banks  may have an  insurable  interest,  regardless  of
whether  required  hereunder,  shall name the Agent,  on behalf of the Banks, as
first loss payee or first mortgagee, as applicable.

     6.6 ADDITIONAL INSTRUMENTS. The Obligors shall promptly execute and deliver
or cause to be executed  and  delivered to the Banks or (as the case may be) the
Agent from time to time all such additional and/or supplemental  instruments and
documents as the Banks or the Agent deem reasonably  necessary or appropriate to
evidence the  obligations  of the Obligors to the Banks in connection  herewith,
with the Loans, and with the Bond, provided that the Obligors are first afforded
the  opportunity to review such documents with their  respective  legal counsel.
Upon receipt of an  affidavit  of an officer of any Bank as to the loss,  theft,
destruction  or mutilation of a Bank's Note,  and, in the case of any such loss,
theft, destruction or mutilation,  upon surrender and cancellation of such Note,
Obligors will issue, in lieu thereof,  a replacement  Note in the same principal
amount thereof and otherwise of like tenor.

     6.7 INSPECTION.  Each Obligor shall permit representatives  (whether or not
officers or employees) of the Banks or the Agent,  at any reasonable  time, from
time to time, as often as may be reasonably requested by the Banks or the Agent,
and after the  giving by the Banks or the Agent of  reasonable  prior  notice to
such  Obligor,  to visit any of the Real  Estate on which any of such  Obligor's
property or books and records may be located,  to inspect and verify the amount,
character and condition of, any of such Obligor's  property,  to review and make
extracts  from and to audit its  books and  records  of others  relating  to it,
including  management  letters  prepared  by its  independent  certified  public
accountants,   and  to  discuss  with  its  principal  officers,  directors  and
independent  certified public accountants,  its business,  assets,  liabilities,
financial condition, results of operations and business prospects. Any costs and
expenses incurred by the Banks or the Agent shall be at Borrower's sole cost and
expense;  provided,  however,  that if Agent or Banks  conduct more than one (1)
inspection  during any twelve  (12) month  period,  the cost of such  additional
inspections shall be at such Banks' or Agent's sole cost and expense,  except if
an Event of Default has occurred,  in which case all such inspections after such
Event of Default will be at Borrower's sole cost and expense.

     6.8 CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE. Each Obligor shall do
all things  necessary to  preserve,  renew and keep in full force and effect its
existence as a  corporation  organized  under the laws of the State of Delaware,
and all of its rights,  franchises  and licenses  material to its  operations as
conducted  from  time to  time,  and  shall  comply  in all  respects  with  all
applicable  laws,  except  where  compliance  therewith  shall  at the  time  be
contested in good faith by appropriate proceedings or where failure so to comply
has not  resulted,  or does  not  pose a  material  risk  of  resulting,  in the
aggregate,  in any material  adverse  change in the financial  condition of such
Obligor.

     6.9 LABOR LAWS.  Each Obligor  shall comply with all labor laws at any time
applicable to it including,  without limitation, all labor laws and minimum wage
laws,  except where compliance  therewith shall at the time be contested in good
faith by appropriate proceedings or where failure so to comply has not resulted,
or does not pose a material risk of resulting, in the aggregate, in any Material
Adverse Effect,  and shall make all proper and applicable  deductions from wages
required by law and all payments related to such deductions made.

     6.10  EMPLOYEE  BENEFIT  PLANS.  Each Obligor  shall  maintain  each of its
employee  benefit  plans (if any)  that are  subject  to Title IV of  ERISA,  in
material  compliance with all applicable  requirements of ERISA and of the Code,
and with all applicable  regulations issued under the provisions of ERISA and of
the Code and,  without  limiting the generality of the foregoing,  shall satisfy
the Minimum  Funding  Standard for any such plan as defined in Section 412(a) of
the Code and shall not engage in any Prohibited  Transaction with respect to any
such plan as defined in Section 4975(c) of the Code. Each Obligor shall promptly
furnish  to Lender  statements  of such  Obligor  setting  forth  details of any
Reportable  Event (as defined in Section  4043(b) of ERISA),  as to which notice
has not been waived,  which may have  occurred and the action which such Obligor
proposes to take with respect  thereto,  together  with a copy of notice of such
Reportable Event given to the PBGC;  promptly upon the filing or making thereof,
such Obligor shall make available to the Agent a copy of each annual report with
respect to any such plan; and promptly after receipt thereof,  make available to
the Agent a copy of any material  notice such Obligor  receives from the PBGC or
the Internal Revenue Service with respect to any such plan.

     6.11 ENVIRONMENTAL INDEMNIFICATION. In respect of all environmental matters
each Obligor shall:

          6.11.1 Comply in all material  respects with the  requirements  of all
federal,  state,  and local  Environmental  Laws,  except where the Obligors are
contesting  such   requirements  in  good  faith  and  in  accordance  with  all
Environmental  Laws;  notify  the  Banks  promptly  in the  event of any  spill,
hazardous waste pollution or contamination affecting any of the Real Estate that
would reasonably be expected to have a Material Adverse Effect thereon or on any
of the  Obligors;  forward to the Banks  promptly  any notices  relating to such
matters  received from any  governmental  agency;  and pay promptly when due any
fine or  assessment  against the Real Estate  unless such fine or  assessment is
being contested in good faith and appropriate reserves have been created.

          6.11.2 Except in the ordinary  course of operating  its business,  and
except  as to  current  tenants,  not  become  involved,  and shall use its best
efforts  to not  permit any  tenant or  subtenant  of any of the Real  Estate to
generate,  store,  dispose,  or handle any  hazardous  material  or conduct  any
activity that could lead to the imposition on the Banks, the Agent, any Obligor,
or any of the Real Estate of any liability or lien under any Environmental Laws.

          6.11.3 If required by the Rhode  Island  Department  of  Environmental
Management,  the  United  States  Environmental  Protection  Agency or any other
municipal,  state or federal governmental agency having jurisdiction over any of
the Real Estate,  remediate  any  hazardous  material  found on the Real Estate,
which work must be done (except where the Obligors contest such  requirements or
laws in good faith,  in accordance with  Environmental  Laws, and with notice to
the Agent) in compliance  with all  requirements  and all applicable laws and at
Obligors'  expense;  and,  provided that an Event of Default has occurred and is
continuing,  each Obligor agrees that the Banks or the Agent have the right,  at
their sole option but at Obligors'  reasonable expense, to have an environmental
engineer or other representative review the work being done.

          6.11.4 Promptly upon the request of the Banks or the Agent, based upon
the Banks' or the Agent's  reasonable  belief  that a  hazardous  waste or other
environmental condition exists with respect to any of the Real Estate that would
reasonably be expected to have a Material Adverse Effect, provide the Banks with
an  environmental  assessment  report as to such  condition  or an update of any
existing   comparable   report,  all  in  scope,  form  and  content  reasonably
satisfactory to the Banks;  provided that if such report is being submitted to a
governmental  agency  overseeing  the  Obligors'  response to the  environmental
condition,  then the Obligors shall satisfy their obligations under this Section
by providing to the Banks or the Agent a copy of such report.

          6.11.5  Indemnify,  defend,  and hold the Banks and the Agent harmless
from  and  against  any  claim,  proceedings,   investigations,   costs,  damage
(including,  without  limitation,  consequential  damages),  expense (including,
without  limitation,  reasonable  attorneys' fees,  investigatory and consulting
fees and expenses),  loss, liability,  or judgment now or hereafter arising as a
result of any  claim,  proceeding  or  investigation,  whether  federal,  state,
municipal, or under the Environmental Laws, for environmental cleanup costs, any
resulting damage to the environment and any other  environmental  claims against
any Obligor,  the Banks,  the Agent,  or any of the Real  Estate,  except to the
extent such claims, costs, damages, loss, liability or judgment directly results
from the negligent  acts or omissions or willful  misconduct  of the Banks,  the
Agent or their  representatives  or agents. The provisions of this Section shall
continue in full force and effect and shall survive  Obligors'  repayment of the
Loans and the Bond.

     6.12 PRIMARY OPERATING ACCOUNTS.  The Obligors shall maintain their primary
operating  accounts with  BankBoston (or its successor in interest) at all times
during the term hereof,  and BankBoston  (and its  successor)  shall provide the
Obligors' cash management services.

     6.13  COMPLIANCE  WITH LAWS.  The Obligors shall at all times comply in all
material  respects  with all  laws  applicable  to them and to the Real  Estate,
including,  without limitation, the Americans with Disabilities Act, as the same
may be  modified  from time to time,  except  when a failure to so comply has no
Material  Adverse Effect and could not reasonably be expected to have a Material
Adverse Effect.

     6.14  MAINTENANCE OF DEBT SERVICE  COVERAGE  RATIO.  During the term of the
Loans and the Bond, the Obligors shall collectively  maintain, on a consolidated
basis,  a minimum Debt Service  Coverage Ratio equal to or greater than 1.5:1.0.
The  Obligors'  compliance  herewith  shall be tested  quarterly  by the  Banks,
commencing  as at  September  30, 1999,  and  continuing  as at each  successive
December 31,  March 31, June 30, and  September  30  thereafter,  for the period
elapsed  between the first day of the Obligors' then current fiscal year and the
fiscal quarter ending as at such date of determination.

     6.15 MAXIMUM CASH FLOW LEVERAGE RATIO. During the term of the Loans and the
Bond, the Obligors' Cash Flow Leverage Ratio, on a consolidated basis, shall not
exceed (a) 3.0:1.0 as at the end of each  successive  fiscal quarter between the
date hereof and March 31, 2000,  (b)  2.75:1.0 as at the end of each  successive
fiscal  quarter  between April 1, 2000 and March 31, 2001, (c) 2.5:1.0 as at the
end of each successive  fiscal quarter between April 1, 2001 and March 31, 2002,
and (d) 2.25:1.0 as at the end of each successive fiscal quarter thereafter. The
Obligors' compliance herewith shall be tested quarterly by the Banks, commencing
as at September  30, 1999,  and  continuing as at each  successive  December 31,
March 31, June 30, and September 30 thereafter.

     6.16 SUBORDINATION OF DEBT. The Obligors shall subordinate to the Loans and
the Bond, by  subordination  instruments  satisfactory  to the Banks in form and
substance, all loans made to the Obligors by any officer, director, shareholder,
partner,  guarantor  or Affiliate  of such  Obligor,  or from any of the parties
listed on SCHEDULE 6.16 hereto, from time to time or at any time made, including
all principal and interest accruing thereupon.  All of such loans existing as of
the date  hereof are listed on  SCHEDULE  6.16  attached  hereto.  All  original
promissory notes or other instruments evidencing indebtedness of such Obligor to
such officer,  director,  shareholder,  partner,  guarantor,  Affiliate or other
party shall be delivered to and held by the Agent.

     6.17 JOINT AND SEVERAL LIABILITY. The Obligors hereby acknowledge, covenant
and agree that all  Obligations,  liabilities and covenants  made,  incurred and
undertaken by them under this Credit  Agreement  and the other Credit  Documents
are on a JOINT AND SEVERAL BASIS, including without limitation,  all obligations
to pay principal, interest, fees and expenses.

     SECTION 7. NEGATIVE COVENANTS OF THE OBLIGORS.

     The Obligors  covenant and agree,  jointly and severally,  that, so long as
any Loan or Note or the Bond is  outstanding  or any Bank has any  obligation to
make any Loans or fund any Bond Advance:

     7.1 LIMITATION ON BORROWING.  The Obligors shall not, and shall cause their
respective  Affiliates,  Subsidiaries  and parents (but  excluding  Bacou,  S.A.
herefrom) not to, incur, create, assume or permit to exist any Debt or liability
on account of deposits or advances or any indebtedness or liability for borrowed
money, or any indebtedness or liability evidenced by notes, Bond, debentures, or
similar obligations, including Capitalized Lease Obligations, except:

          7.1.1 Debt under the Credit Documents;

          7.1.2 Debt with respect to trade payable  obligations and other normal
accruals  and customer  deposits in the ordinary  course of business not yet due
and payable in accordance  with  customary  trade terms or with respect to which
the  Obligors  or any  Subsidiary  is  contesting  in good  faith the  amount or
validity  thereof by  appropriate  proceedings  and then only to the extent such
person has set aside on its books adequate  reserves therefor in accordance with
and to the extent required by GAAP;

          7.1.3  Debt  existing  as of the date of the  closing of the Loans and
referred to in SCHEDULE 7.1.3 attached hereto;

          7.1.4  Debt  outstanding  as a  refinancing  of Debt  permitted  under
another clause of this SECTION 7.1 other than SECTION 7.1.2;  provided that such
Debt as  refinanced  continues to qualify as permitted  Debt under the clause of
this  SECTION  7.1 under  which the  refinanced  Debt was  permitted  under this
SECTION 7.1;

          7.1.5 Debt,  the terms and  conditions  of which have been approved in
writing by the Banks, and which Debt is subordinated,  if required by the Banks,
to the prior  payment of all  amounts due under this  Credit  Agreement  and the
other Credit Documents;

          7.1.6 Obligations of the Obligors under any operating leases;

          7.1.7 The Subordinated Debt listed on SCHEDULE 6.16 hereto; and

          7.1.8  Debt  to BNP  evidenced  by the  Credit  Line  Agreement  dated
February  19,  1998  between  the  Borrower  and  BNP  for  borrowings  of up to
$110,000,000,  and by the Credit Line Agreement dated March 25, 1999 between the
Borrower and BNP for borrowings of up to  $50,000,000;  and all  refinancings of
the foregoing Debt to BNP up to the foregoing  amounts and on substantially  the
same terms, conditions and repayment schedules.

     7.2 LIMITATION ON  INVESTMENTS.  The Obligors shall not invest in, purchase
or acquire the obligation or stock of any person,  firm, or corporation or other
enterprise  whatsoever  except  Cash  Equivalent   Investments  and  except  the
acquisition of stock for the purpose of acquiring  another business  entity.  In
addition,  the Obligors shall not directly or indirectly  make or commit to make
any  investments  in or to or any loans or other  advances of money to any other
Person (including,  without  limitation,  any Subsidiary) other than advances to
employees for business  expenses in the ordinary  course of any of the Obligors'
businesses.

     7.3 LIMITATION ON ENCUMBRANCES. The Obligors shall not create, incur, make,
assume,  or suffer to exist,  after the date hereof,  any Lien upon any of their
properties  or assets,  whether now owned or  hereafter  acquired,  to any party
other than the Banks, excepting the following Liens:

          7.3.1 For  taxes,  assessments  or  governmental  charges or levies on
property (excluding any lien imposed pursuant to any of the provisions of ERISA)
if the  same  shall  not at the time be  delinquent  or  thereafter  can be paid
without  penalty  or  interest,  or (if  foreclosure,  distraint,  sale or other
similar  proceedings  shall not have been  commenced or if commenced not stayed,
bonded or  discharged  within  thirty  (30) days after  commencement)  are being
contested in good faith and by appropriate  proceedings diligently conducted and
for which proper reserve or other provision has been made in accordance with and
to the extent required by GAAP;

          7.3.2 Imposed by law, such as  landlords',  carriers',  warehousemen's
and mechanics' liens, bankers' set off rights and other similar liens arising in
the ordinary  course of business for sums not yet due or being contested in good
faith and by appropriate  proceedings  diligently conducted and for which proper
reserve or other  provision has been made in  accordance  with and to the extent
required by GAAP;

          7.3.3  Those  now  or  hereafter  granted  pursuant  to  the  Security
Documents  or  otherwise  now or  hereafter  granted to the Banks for the Banks'
benefit  as  collateral  for the Loans or the Bond  and/or the  Obligors'  other
obligations arising in connection with or under any of the Credit Documents;

          7.3.4  Easements,  rights  of  way,  restrictions  and  other  similar
encumbrances  incurred  in  the  ordinary  course  of  business  which,  in  the
aggregate,  are not substantial in amount,  and which do not in any case detract
from the value of the property  subject  thereto or interfere  with the ordinary
conduct of business by any of the Obligors or any Subsidiary;

          7.3.5  Liens  securing  Debt  permitted  to exist under  SECTION  7.1;
provided  that the Lien  securing  any such Debt that is purchase  money Debt is
limited to the item of property purchased or leased in each case; and

          7.3.6  UCC-1   financing   statements   filed  solely  for  notice  or
precautionary  purposes by lessors  under  operating  leases which do not secure
Debt and which are  limited to the items of  equipment  leased  pursuant  to the
lease in question.

     7.4  LIMITATION ON CONTINGENT  LIABILITIES.  Obligors shall not directly or
indirectly   guaranty  the  payment  by  any  other  party   whatsoever  of  any
indebtedness,  or in effect guaranty the payment of any indebtedness  through an
agreement, contingent or otherwise, excepting the following:

          7.4.1 Guaranties by endorsement of negotiable  instruments for deposit
or collection or similar transactions in the ordinary course of business;

          7.4.2 Assumptions, guaranties, endorsements and contingent liabilities
within  the  definition  of Debt and  permitted  by  SECTION  7.1 hereof or with
respect to Debt permitted hereunder;

          7.4.3 Those  obligations set forth in SCHEDULE 7.4 attached hereto, if
any; and

          7.4.4 Guaranties  guarantying the obligations of Subsidiaries given in
the ordinary course of business.

     7.5 LIMITATION ON FUNDAMENTAL  CHANGES. No Obligor shall sell (except sales
made in the ordinary  course of the  Obligors'  business),  lease,  or otherwise
dispose of all or  substantially  all of its assets to any other  person,  firm,
corporation,  association,  partnership,  limited liability company, joint stock
company, land trust, business trust, unincorporated organization,  government or
agency or political  subdivision thereof or enter into any agreement to any such
effect,   merge  with  another   corporation  or  other  entity,   engage  in  a
substantially different business, reorganize or recapitalize,  materially amend,
modify or supplement their respective  certificates of incorporation or by-laws,
or  dissolve  or  liquidate,  or permit a material  change of  ownership,  legal
structure or control, of any of the Obligors.

     7.6  LIMITATION ON SALES OF ASSETS.  The Obligors  shall not sell,  assign,
transfer,  lease,  convey,  abandon or  otherwise  dispose  of,  voluntarily  or
involuntarily, any of their assets or properties, whether now owned or hereafter
acquired, or income or profits therefrom, except, so long as no Event of Default
exists,  sales of inventory  and  fixtures in the  ordinary  course of business,
sales of obsolete assets, and sales of assets immediately  replaced by assets of
equal or greater value.

     7.7  LIMITATION  ON  ACCELERATION   OF  OTHER  DEBT  AND   MODIFICATION  OF
SUBORDINATED  DEBT.  The Obligors  shall not accelerate the maturity of any Debt
now  or  hereafter   outstanding  to  any  other  bank,   lender,  or  financial
institution,  or repay the same otherwise  than in accordance  with its terms or
regular amortization.  The Obligors shall not amend or modify, or consent to the
amendment or modification of, the terms of any Debt which is subordinated to the
Loans,  if any such  amendment  or  modification  may have an adverse  effect on
repayment of the  Obligations.  In any event,  the Obligors shall not, and shall
not permit the holder of any such Debt to, (a) increase the principal  amount of
or  accelerate  the  maturity of any such Debt;  (b)  increase  the  contractual
interest  rate on such  Debt;  (c)  grant  an  interest  in any  collateral  not
previously held by such holder; or (d) modify any payment schedule for such Debt
to increase the payments due thereon.

     7.8  LIMITATION ON USE OF LOAN AND BOND  PROCEEDS.  The Obligors  shall not
permit  any of the  proceeds  of the  Loans or the Bond to be used  directly  or
indirectly (a) for any purposes  other than the purposes  expressly set forth in
this  Credit  Agreement,  and (b) by any party other than the  Obligors  and the
Guarantors.

     7.9 LIMITATION ON TERMS OF CERTAIN  AFFILIATE AND SUBSIDIARY  TRANSACTIONS.
Except as authorized  pursuant to the Corporate  Opportunities  Agreement by and
between  Borrower and Bacou S.A.  dated January 1, 1996,  the Obligors shall not
effect any  transaction  with any Affiliate or Subsidiary  or  stockholder  of a
Obligor  that is (a) outside the  ordinary  course of business or (b) on a basis
less favorable than would at the time be obtainable for a comparable transaction
in arms-length dealings with an unrelated third party.

     SECTION 8. CLOSING CONDITIONS.

     The obligations of the applicable  Banks to close the Loans and to purchase
the Bond,  and to make (a) the first  advance of the proceeds of the Loans,  and
(b) the  first  Bond  Advance,  shall  be  subject  to the  satisfaction  of the
following conditions precedent on or prior to August 24, 1999:

     8.1 CREDIT  DOCUMENTS.  Each of the Credit  Documents  shall have been duly
executed and delivered by the respective parties thereto, shall be in full force
and  effect,  and  shall be in form and  substance  satisfactory  to each of the
Banks.  Each  Bank  shall  have  received  a fully  executed  copy of each  such
document.

     8.2  OPINIONS  OF  COUNSEL.  Each of the  Banks and the  Agent  shall  have
received a favorable legal opinion  addressed to the Banks and the Agent,  dated
as of the Closing Date, in form and substance  satisfactory to the Banks and the
Agent,  from  counsel to the  Obligors,  as to such matters as the Banks and the
Agent may reasonably require.

     8.3  AUTHORIZATION.  Each Obligor shall have  furnished to the Banks and to
the Agent current  copies of all corporate  documents and  proceedings  taken by
such  Obligor,  certified by such  Obligor's  secretary or assistant  secretary,
authorizing all such  borrowings and actions in connection  with the Loans,  the
Bond, and the execution,  delivery and performance of the Credit Documents,  and
such other documents as the Banks,  the Agent, or their  respective  counsel may
reasonably require.

     8.4 APPROVAL OF COUNSEL.  All legal  matters  incident to the  transactions
contemplated  by this  Credit  Agreement  shall be  satisfactory  to the Agent's
Special Counsel.

     8.5 CERTIFICATE.  The representations and warranties contained in SECTION 5
hereof shall be true and correct in all material respects on the date hereof and
on each date on which (a) the  Obligors  request  a Loan  hereunder  and (b) the
Obligors request a Bond Advance; and no event that constitutes or which with the
mere giving of notice or lapse of time,  or both,  would  constitute an Event of
Default under this Credit  Agreement  shall have occurred and continued or shall
exist on such date.  Each Obligor shall  deliver to the Banks,  dated as of each
date of a Loan or a Bond Advance, certificates of such Obligor's chief financial
officer, secretary or assistant secretary, to the foregoing effect.

     8.6 PAYMENT OF AGENT AND OTHER FEES. On or prior to the date of the closing
of the  Loans  and the Bond,  the  Obligors  shall pay to the Agent the fees due
under  SECTION 4, the  commitment  fees due under  SECTION 8.7, and all expenses
incurred by the Banks in  connection  with the closing of the Loans and the Bond
issuance,  including  without  limitation  all legal fees and expenses,  and all
expenses  incurred by any participant or purchaser of any interest in any of the
Loans or the Bond.  None of the fees  payable  under this  SECTION  8.6 shall be
refundable in whole or in part.

     8.7  COMMITMENT  FEES.  At the  closing  of the Loans,  and as a  condition
precedent to the advance of any proceeds of the Loans or any Bond  Advance,  the
Obligors  shall  pay to the  Banks,  as a fee for the  Bond,  a fee of  $75,000,
payable  as  follows:  the sum of  $37,500  shall  be paid to the  Agent  at the
closing,  and the balance of the fee,  the sum of $37,500,  shall be paid to the
Agent on or before January 30, 2000.  The foregoing  commitment fee is deemed to
have been earned in full by the Banks as of the date of this Credit Agreement.

     8.8 NO MATERIAL  ADVERSE  EFFECT.  No Material  Adverse  Effect or material
adverse  change  shall have  occurred  since the date of the most recent  annual
"audited"  financial report of the Obligors delivered to the Agent and the Banks
through  the  Closing  Date,  as to  the  condition  (financial  or  otherwise),
operations,   performance,  properties  or  prospects  of  the  Obligors,  their
Subsidiaries and Affiliates.

     SECTION 9. CONDITIONS TO ALL BORROWINGS.

     The  obligations  of the Banks to make any Loan or purchase  any portion of
the Bond,  in each case whether on or after the Closing Date for any Loan or the
issuance of the Bond,  shall also be subject to the  satisfaction  of all of the
following conditions precedent:

     9.1 NO LEGAL  IMPEDIMENT.  No  change  shall  have  occurred  in any law or
regulations thereunder or interpretations thereof that in the reasonable opinion
of any Bank would make it  illegal  for such Bank to make such Loan or  purchase
such Bond.

     9.2 GOVERNMENTAL REGULATION.  Each Bank shall have received such statements
in substance  and form  reasonably  satisfactory  to each Bank as each such Bank
shall require for the purpose of compliance  with any applicable  regulations of
the Comptroller of the Currency or the Board of Governors of the Federal Reserve
System.

     9.3  PROCEEDINGS  AND DOCUMENTS.  All  proceedings  in connection  with the
transactions  contemplated by this Credit Agreement,  the other Credit Documents
and all other documents  incident thereto shall be satisfactory in substance and
in form to the Banks and to the Agent's Special Counsel,  and the Banks and such
Agent's Special Counsel shall have received all information and such counterpart
originals  or  certified  or other  copies  of such  documents  as the Agent may
reasonably request.

     SECTION 10. EVENTS OF DEFAULT; ACCELERATION; ETC.

     10.1 EVENTS OF DEFAULT AND  ACCELERATION.  If any of the  following  events
("Events of Default" or, if the giving of notice or the lapse of time or both is
required, then, prior to such notice or lapse of time, "Defaults") shall occur:

          10.1.1 the  Obligors  fail to pay any  principal of the Loans when the
same shall become due and payable, whether at the stated date of maturity or any
accelerated date of maturity or at any other date fixed for payment;

          10.1.2  the  Obligors  fail  to pay any  interest  on the  Loans,  the
commitment  fee, the Agent's fee, or any other sum due hereunder or under any of
the other Credit Documents,  in each case on the date when the same shall become
due and payable,  whether at the stated date of maturity or any  accelerated due
date or at any other date fixed for payment, and such failure shall continue for
a period of five (5) Business Days;

          10.1.3 the  Obligors  fail to pay any  principal or interest due under
the Bond or the  Guaranties,  or RIIFC  fails to make any  payment due under the
Bond or the Bond Purchase Agreement;

          10.1.4  a  default  or  event  of  default  occurs  under  any note or
agreement  evidencing or governing any other indebtedness of any of the Obligors
to any other party  involving an obligation of $100,000 or more, and in all such
events such default or event of default  continues uncured beyond the expiration
of any applicable grace or notice period;

          10.1.5 the  Obligors  fail to perform any term,  covenant or agreement
contained  herein or in any of the other  Credit  Documents  (other  than  those
specified  elsewhere  in this SECTION  10.1,  and except with respect to payment
defaults,  which shall be governed solely by SECTIONS 10.1.1,  10.1.2 and 10.1.3
above,  and  further  except  with  respect to the events set forth in  SECTIONS
10.1.8 and 10.1.9,  without  reference  whatsoever  to this SECTION  10.1.5) for
thirty  (30) days after  written  notice of such  failure  has been given to the
Obligors by the Agent, except that with respect to an Event of Default occurring
by virtue of a failure to comply with SECTION 6.11,  the Obligors  have,  within
such thirty (30) day period,  commenced and have continued to diligently  pursue
the  process  of  curing  such  failure,  or the  Obligors  are  contesting  any
underlying  claim,  order  or  notice  as  provided  by and in  accordance  with
applicable law;

          10.1.6 any  representation  or warranty of the Obligors in this Credit
Agreement  or any of the other  Credit  Documents  or in any other  document  or
instrument  delivered  pursuant to or in connection  with this Credit  Agreement
shall prove to have been false in any  material  respect upon the date when made
or deemed to have been made or repeated;

          10.1.7 any Obligor fails to pay at maturity,  or within any applicable
period of grace,  any obligation  (except any obligation to either of the Banks)
for borrowed money or credit received or in respect of any  capitalized  leases,
or fails to  observe  or  perform  any  material  term,  covenant  or  agreement
contained  in any  agreement  by  which  it is  bound,  any  agreement  or other
instrument  evidencing or securing  borrowed  money or credit  received,  or any
agreement or other instrument in respect of any capitalized  leases with respect
to an obligation in excess of $100,000,  and the holder or holders thereof or of
any obligations issued thereunder accelerate the maturity thereof;

          10.1.8 any Obligor makes an  assignment  for the benefit of creditors,
or admits in writing its inability to pay or generally fails to pay its debts as
they mature or become  due, or  petitions  or applies for the  appointment  of a
trustee or other  custodian,  liquidator  or receiver of such  Obligor or of any
substantial  part of the assets of such Obligor,  or commences any case or other
proceeding  relating  to such  Obligor  under  any  bankruptcy,  reorganization,
arrangement,  insolvency,  readjustment  of debt,  dissolution or liquidation or
similar law of any jurisdiction, now or hereafter in effect, or takes any action
to authorize or in furtherance of any of the foregoing,  or if any such petition
or  application  is filed or any such  case or  other  proceeding  is  commenced
against such Obligor and such Obligor indicates its approval  thereof,  consents
thereto or acquiescence  therein,  or such petition or application filed against
such Obligor  remains  undismissed  for ninety (90) days from the date of filing
thereof;

          10.1.9 a  decree  or order is  entered  appointing  any such  trustee,
custodian,  liquidator  or receiver  or  adjudicating  any  Obligor  bankrupt or
insolvent,  or approving a petition in any such case or other  proceeding,  or a
decree  or  order  for  relief  is  entered  in  respect  of any  Obligor  in an
involuntary case under federal bankruptcy laws as now or hereafter constituted;

          10.1.10  there  remains  in  force,   undischarged,   unsatisfied  and
unstayed,  for more than sixty (60) days, whether or not consecutive,  any final
judgment  against any Obligor  that,  with other  outstanding  final  judgments,
undischarged, against such Obligor exceeds in the aggregate $100,000; or

          10.1.11  if any of  the  Credit  Documents  is  canceled,  terminated,
revoked or rescinded otherwise than in accordance with the terms thereof or with
the express prior written  agreement,  consent or approval of the Banks,  or any
action at law, suit or in equity or other legal proceeding to cancel,  revoke or
rescind any of the Credit Documents is commenced by or on behalf of any Obligor,
or any court or any other  governmental  or  regulatory  authority  or agency of
competent  jurisdiction makes a determination that, or issue a judgment,  order,
decree or ruling to the effect that, any one or more of the Credit  Documents is
illegal, invalid or unenforceable in accordance with the terms thereof;

then,  and in any such event,  so long as the same  continues,  the Agent shall,
after  consultation  with each Bank and upon its  receipt of the consent to such
action from all of the Banks,  by notice in writing to the Obligors  declare all
amounts  owing with  respect to this Credit  Agreement,  the Notes and the other
Credit Documents to be, and they shall thereupon  forthwith become,  immediately
due and payable  without  presentment,  demand,  protest or other  notice of any
kind, all of which are hereby expressly waived by the Obligors; PROVIDED that in
the event of any Event of Default specified in SECTION 10.1.8 or SECTION 10.1.9,
all such amounts  shall become  immediately  due and payable  automatically  and
without any requirement of notice from the Agent or any Bank.

     10.2  TERMINATION  OF  COMMITMENTS.  If any one or more  of the  Events  of
Default  specified in SECTIONS  10.1.8 or 10.1.9 shall occur and be  continuing,
any unused portion of the Commitments shall forthwith  terminate and each of the
Banks  shall  be  relieved  of all  further  obligations  to make  Loans  to the
Obligors,  make Bond  Advances,  or  purchase  the Bond.  If any other  Event of
Default shall have occurred and be continuing, the Agent shall, by notice to the
Obligors,  terminate the unused portion of the  applicable  Commitment and cease
making Loans, purchasing the Bond, and making Bond Advances hereunder;  and upon
such notice being given, the making of Loans, purchasing of the Bond, and making
of Bond Advances shall cease and be terminated immediately and each of the Banks
shall be relieved of all further  obligations  to make Loans,  purchase the Bond
and make Bond Advances. No termination of any of the Commitments hereunder shall
relieve the Obligors of any of the Obligations.

     10.3 REMEDIES.  In case any one or more of the Events of Default occurs and
continues,  and whether or not the Agent shall have  accelerated the maturity of
any of the Loans pursuant to SECTION 10.1, the Agent shall,  after  consultation
with each Bank and upon its  receipt of the  consent to such  action from all of
the Banks,  proceed to protect and enforce the Banks'  rights by suit in equity,
action  at law  or  other  appropriate  proceeding,  whether  for  the  specific
performance of any covenant or agreement  contained in this Credit Agreement and
the other Credit  Documents or any instrument  pursuant to which the Obligations
to such  Bank are  evidenced,  including  as  permitted  by  applicable  law the
obtaining of the EX PARTE  appointment of a receiver,  and, if such amount shall
have become due, by  declaration  or  otherwise,  proceed to enforce the payment
thereof or any other legal or equitable right of the applicable Banks. No remedy
herein  conferred  upon any Bank or the  Agent or the  holder of any Note or the
Bond is intended to be  exclusive  of any other remedy and each and every remedy
shall be  cumulative  and  shall be in  addition  to every  other  remedy  given
hereunder or now or hereafter  existing at law or in equity or by statute or any
other provision of law. Notwithstanding anything contained herein, the Agent may
act without the consent of, but with reasonably  contemporaneous  notice to, the
Banks to protect the Banks' rights in any respect if the failure to so act would
impair or adversely  affect such Banks' rights and the Banks have either not had
reasonably  sufficient  time in which to determine their course of action or the
Banks,  having had such time,  are unable to agree as to the course of action to
follow.

     10.4 DISTRIBUTION OF COLLATERAL PROCEEDS.  In the event that, following the
occurrence  or during the  continuance  of any Default or Event of Default,  the
Agent or any Bank, as the case may be,  receives any monies in  connection  with
the enforcement of any of its rights  hereunder or under any of the other Credit
Documents, such monies shall be distributed for application as follows:

          10.4.1  First,  to the  payment  of,  or (as  the  case  may  be)  the
reimbursement of, the Agent for or in respect of all reasonable costs, expenses,
disbursements  and losses  which shall have been  incurred or  sustained  by the
Agent in connection  with the  collection  of such monies by the Agent,  for the
exercise,  protection or  enforcement  by the Agent of all or any of the rights,
remedies,  powers and privileges of the Agent under this Credit Agreement or any
of the other  Credit  Documents  or in  support  of any  provision  of  adequate
indemnity  to the Agent  against any taxes or liens which by law shall have,  or
may have, priority over the rights of the Agent to such monies;

          10.4.2 Secondly,  to all other Obligations in such order or preference
as the Majority Banks may determine;  PROVIDED,  HOWEVER,  that distributions in
respect  of each  type of  Obligation  (such as  interest,  principal,  fees and
expenses),  and further with respect to Loans and the Bond,  shall be made among
the Banks PRO RATA; and PROVIDED,  FURTHER, that the Agent may in its discretion
make proper  allowance  to take into  account any  Obligations  not then due and
payable;

          10.4.3  Thirdly,  upon  payment  and  satisfaction  in full  or  other
provisions for payment in full satisfactory to the Banks and the Agent of all of
the Obligations,  to the payment of any obligations required to be paid pursuant
to Section  9-504(1)(c)  of the  Uniform  Commercial  Code of the State of Rhode
Island; and

          10.4.4 Fourthly, the excess, if any, shall be returned to the Obligors
or to such other Persons as are entitled thereto.

     10.5 RESTRICTION ON TRANSFER OF ASSETS. From and after the occurrence of an
Event of Default, the Obligors shall not sell, transfer, convey, or encumber any
of their  respective  assets,  except for the sale of  inventory in the ordinary
course of business, without the prior written consent of the Agent.

     SECTION 11. SETOFF.  During the  continuance  of any Event of Default,  any
deposits or other sums  credited by or due from any of the Banks to the Obligors
and any  securities or other  property of the Obligors in the possession of such
Bank may be applied to or set off against the payment of Obligations and any and
all other liabilities,  direct, or indirect,  absolute or contingent,  due or to
become due,  now existing or  hereafter  arising,  of the Obligors to such Bank.
Each of the Banks  agrees  with each  other Bank that (a) if an amount to be set
off is to be applied to  indebtedness  of the Obligors to such Bank,  other than
indebtedness  evidenced by the Notes or the Bond or the Guaranties  held by such
Bank, such amount shall be applied ratably to such other indebtedness and to the
indebtedness evidenced by all such Notes, Bond and Guaranties held by such Bank,
and (b) if such Bank shall  receive  from the  Obligors,  whether  by  voluntary
payment,  exercise  of  the  right  of  setoff,   counterclaim,   cross  action,
enforcement  of the claim  evidenced by the Notes,  the Bond and the  Guaranties
held by such Bank by proceedings  against the Obligors at law or in equity or by
proof  thereof  in  bankruptcy,  reorganization,  liquidation,  receivership  or
similar proceedings,  or otherwise, and shall retain and apply to the payment of
the Notes,  the Bond and the Guaranties  held by such Bank, any amount in excess
of its ratable portion of the payments received by all of the Banks with respect
to the Notes,  the Bond and the Guaranties  held by all of the Banks,  then such
Bank will make such  disposition  and  arrangements  with the other  Banks  with
respect to such excess,  either by way of distribution,  PRO TANTO assignment of
claims,  subrogation  or  otherwise,  as shall result in each Bank  receiving in
respect of the Notes,  the Bond and the  Guaranties  held by it each such Bank's
proportionate payment as contemplated by this Credit Agreement; PROVIDED that if
all or any part of such excess  payment is thereafter  recovered by the Obligors
from such Bank,  such  disposition and  arrangements  shall be rescinded and the
amount restored to the extent of such recovery, but without interest.

ANY AND ALL  RIGHTS  TO  REQUIRE  THE  AGENT  OR THE  BANKS  TO  EXERCISE  THEIR
RESPECTIVE RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES
THE LOANS  AND/OR THE BOND,  PRIOR TO  EXERCISING  THEIR  RIGHTS OF SETOFF,  ARE
HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.

     SECTION 12. THE AGENT.

     12.1  AUTHORIZATION.  The Agent is authorized to take such action on behalf
of each of the Banks and to exercise all such powers as are  hereunder and under
any of the other Credit  Documents  and any related  documents  delegated to the
Agent,  together with such powers as are reasonably  incident thereto,  PROVIDED
that no duties or responsibilities not expressly assumed herein or therein shall
be implied to have been assumed by the Agent. The relationship between the Agent
and the Banks is and  shall be that of agent and  principal  only,  and  nothing
contained in this Credit Agreement or any of the other Credit Documents shall be
construed to constitute  the Agent as a trustee for any Bank. The Obligors shall
make all payments in respect of the Obligations to the Agent,  and may rely upon
consents,  modifications  and  amendments  executed  by the Agent on the  Banks'
behalf, and in dealing with the Agent as herein provided.

     12.2 EMPLOYEES AND AGENT. The Agent may exercise its powers and execute its
duties by or through  employees  or Agent and shall be entitled to take,  and to
rely on, advice of counsel  concerning all matters  pertaining to its rights and
duties under this Credit Agreement and the other Credit Documents. The Agent may
utilize the  services of such  Persons as the Agent in its sole  discretion  may
reasonably  determine,  and all reasonable fees and expenses of any such Persons
shall be paid by the Obligors.

     12.3 NO LIABILITY.  The Agent will execute its duties and  responsibilities
hereunder with the same care it exercises for loans or credit facilities for its
own  account and risk.  Neither  Agent nor any of its  shareholders,  directors,
officers or employees  nor any other Person  assisting  them in their duties nor
any agent or  employee  thereof,  shall be liable  for any  waiver,  consent  or
approval given or any action taken,  or omitted to be taken, in good faith by it
or them hereunder or under any of the other Credit  Documents,  or in connection
herewith or therewith,  or be responsible for the  consequences of any oversight
or error of judgment whatsoever, except that such Agent or such other Person, as
the case may be, may be liable for losses due to its willful misconduct or gross
negligence.

     12.4  NO  REPRESENTATIONS.  The  Agent  shall  not be  responsible  for the
execution or validity or enforceability of this Credit Agreement, the Notes, the
Bond,  any  of  the  other  Credit  Documents  or any  instrument  at  any  time
constituting, or intended to constitute,  collateral security for the Notes, the
Bond or the Guaranties,  or for the value of any such collateral security or for
the validity,  enforceability  or  collectibility of any such amounts owing with
respect  to the  Notes,  the  Bond or the  Guaranties,  or for any  recitals  or
statements,  warranties  or  representations  made herein or in any of the other
Credit Documents or in any certificate or instrument  hereafter  furnished to it
by or on behalf of the  Obligors,  or be bound to ascertain or inquire as to the
performance  or  observance  of any  of  the  terms,  conditions,  covenants  or
agreements herein or in any instrument at any time constituting,  or intended to
constitute,  collateral security for the Notes, the Bond or the Guaranties.  The
Agent shall not be bound to  ascertain  whether any notice,  consent,  waiver or
request  delivered to it by the Obligors or any holder of any of the Notes,  the
Bond or the Guaranties shall have been duly authorized or is true,  accurate and
complete.  The  Agent has not made nor does it now make any  representations  or
warranties,  express or implied,  nor does it assume any  liability to the Banks
with respect to the credit  worthiness  or financial  condition of the Obligors.
Each Bank acknowledges that it has,  independently and without reliance upon the
Agent or any other Bank, and based upon such information and documents as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Credit Agreement.

     12.5 PAYMENTS.

          12.5.1 A payment by the Obligors to the Agent  hereunder or any of the
other Credit Documents for the account of any Bank shall constitute a payment to
such Bank. The Agent agrees  promptly to distribute to each Bank such Bank's PRO
RATA share of payments received by the Agent for the account of the Banks except
as otherwise expressly provided herein or in any of the other Credit Documents.

          12.5.2 If in the reasonable  opinion of the Agent the  distribution of
any amount received by it in such capacity hereunder, under the Notes, the Bond,
the  Guaranties,  or under any of the other Credit  Documents might expose it to
liability,  it may  refrain  from  making  distribution  until its right to make
distribution  shall have been adjudicated by a court of competent  jurisdiction.
If a court of competent  jurisdiction shall adjudge that any amount received and
distributed  by the  Agent  is to be  repaid,  each  Person  to  whom  any  such
distribution  shall  have  been  made  shall  either  repay  to  the  Agent  its
proportionate share of the amount so adjudged to be repaid or shall pay over the
same in such manner and to such Persons as shall be determined by such court.

          12.5.3  Notwithstanding  anything to the  contrary  contained  in this
Credit Agreement or any of the other Credit  Documents,  any Bank that fails (a)
to make  available  to the Agent its PRO RATA share of any Loan or the Bond,  or
(b) to  comply  with  the  provisions  of  SECTION  12 with  respect  to  making
dispositions and arrangements  with the other Banks,  where such Bank's share of
any payment  received,  whether by setoff or otherwise,  is in excess of its PRO
RATA share of such  payments  due and payable to all of the Banks,  in each case
as,  when and to the full  extent  required  by the  provisions  of this  Credit
Agreement,  shall be deemed delinquent (a "Delinquent Bank") and shall be deemed
a Delinquent Bank until such time as such delinquency is satisfied. A Delinquent
Bank shall be deemed to have  assigned  any and all  payments due to it from the
Obligors,   whether  on  account  of  outstanding   Loans,   the  Bond,   unpaid
reimbursement  obligations  to the Agent,  interest,  fees or otherwise,  to the
remaining  nondelinquent  Banks for  application  to, and  reduction  of,  their
respective PRO RATA shares of all outstanding Loans and the Bond. The Delinquent
Bank  hereby   authorizes   the  Agent  to  distribute   such  payments  to  the
nondelinquent  Banks in  proportion to their  respective  PRO RATA shares of all
outstanding  Loans  and the  Bond.  A  Delinquent  Bank  shall be deemed to have
satisfied in full a delinquency  when and if, as a result of  application of the
assigned  payments to all  outstanding  Loans and the Bond of the  nondelinquent
Banks,  the Banks'  respective PRO RATA shares of all outstanding  Loans and the
Bond have returned to those PRO RATA shares in effect  immediately prior to such
delinquency   and  without  giving  effect  to  the   nonpayment   causing  such
delinquency.

     12.6  HOLDERS  OF NOTES AND  PORTIONS  OF THE BOND.  The Agent may deem and
treat the payee of any Note and the  holder  of an  interest  in the Bond as the
absolute owner or purchaser  thereof for all purposes hereof until it shall have
been furnished in writing with a different name by such payee or by a subsequent
holder, assignee or transferee.

     12.7  INDEMNITY.  The Banks  ratably  agree  hereby to  indemnify  and hold
harmless  the Agent  from and  against  any and all  claims,  actions  and suits
(whether groundless or otherwise),  losses,  damages, costs, expenses (including
any  expenses  for which such Agent has not been  reimbursed  by the Obligors as
required by SECTION 13), and  liabilities of every nature and character  arising
out of or related to this Credit  Agreement,  the Notes, the Bond, or any of the
other Credit Documents or the  transactions  contemplated or evidenced hereby or
thereby,  or the Agent's  actions taken  hereunder or thereunder,  except to the
extent  that any of the same shall be  directly  caused by the  Agent's  willful
misconduct or gross negligence.

     12.8 AGENT AS BANK. In its individual  capacity,  BankBoston shall have the
same  obligations  and the same rights,  powers and privileges in respect to its
Commitments and the Loans and Bond Advances made by it, and as the holder of any
of the Notes and  interests  in the Bond,  as it would have were it not also the
Agent.

     12.9  RESIGNATION.  The Agent may  resign at any time by giving  sixty (60)
days' prior written notice thereof to the Banks and the Obligors.  Upon any such
resignation by the Agent,  a successor  Agent shall be appointed by the Majority
Banks. The successor Agent shall thereupon succeed to and become vested with all
the  rights,  powers,  privileges  and  duties of the  retiring  Agent,  and the
retiring Agent shall be discharged from its duties and obligations hereunder. If
no successor  Agent(s)  shall have been so  appointed by the Majority  Banks and
shall  have  accepted  such  appointment  within  thirty  (30)  days  after  the
applicable  retiring  Agent's  giving of notice  of  resignation,  then the last
retiring Agent may, on behalf of the Banks, appoint a successor Agent; and if no
successor Agent is appointed  hereunder by the last retiring Agent within thirty
(30) days, then the other Banks may, by vote of a majority of those other Banks,
on behalf of all of the Banks, appoint a successor Agent. Upon the acceptance of
any  appointment as Agent hereunder by a successor  Agent,  such successor Agent
shall  thereupon  succeed  to and become  vested  with all the  rights,  powers,
privileges  and duties of the retiring  Agent,  and the retiring  Agent shall be
discharged from its duties and obligations hereunder. After any retiring Agent's
resignation,  the  provisions  of this  Credit  Agreement  and the other  Credit
Documents  shall  continue  in effect for its  benefit in respect of any actions
taken or omitted to be taken by it while it was acting as Agent.

     12.10  NOTIFICATION  OF DEFAULTS  AND EVENTS OF  DEFAULT.  Each Bank hereby
agrees that,  upon learning of the existence of a Default or an Event of Default
or any  fact,  circumstance  or  condition  which  would  likely  result  in the
occurrence of an Event of Default,  it shall promptly  notify the Agent thereof.
The Agent  hereby  agrees  that upon  receipt of any notice  under this  SECTION
12.10, it shall promptly notify the other Banks of the existence of such Default
or Event of Default.

     12.11 DUTIES IN THE CASE OF ENFORCEMENT.

          12.11.1 In case one or more Events of Default occur and continue,  and
whether or not  acceleration of the Obligations  shall have occurred,  the Agent
shall, if (i) so requested by all of the Banks, and (ii) the Banks have provided
to the Agent such  additional  indemnities and assurances  against  expenses and
liabilities  as the  Agent  may  reasonably  request,  proceed  to  enforce  the
provisions of the Credit  Documents and exercise all or any such other legal and
equitable and other rights or remedies as it may have. Such Banks may direct the
Agent in writing as to the  method  and the extent of any such  exercise  of its
rights,  the Banks hereby agreeing to indemnify and hold the Agent harmless from
all  liabilities  incurred  in respect of all  actions,  except for the  Agent's
willful misconduct or gross negligence, taken or omitted in accordance with such
directions,  PROVIDED that the Agent need not comply with any such  direction to
the extent that the Agent reasonably  believes the Agent's  compliance with such
direction  to  be  unlawful  or  commercially  unreasonable  in  any  applicable
jurisdiction.

          12.11.2 Notwithstanding anything contained in SECTION 12.11.1 above to
the contrary, in case one or more Events of Default occur and continue,  and the
Banks fail to unanimously agree on a particular action or course of action to be
taken by the  Agent,  then the Agent  shall set a time at which the Agent  shall
establish a telephone conference call between the Agent and all of the Banks for
the purpose of  discussing  what  action(s)  should be taken as a result of such
Event of Default. The decision of the Banks shall be confirmed in writing by the
Banks to the Agent. In the event that the Banks are unable to unanimously  agree
on a course of action to be taken as a result of such Event of Default,  then in
such event,  the Banks will  continue to discuss the issues and will meet within
four  (4)  business  days of  such  telephone  conference  for  the  purpose  of
discussing alternative courses of action and reaching an agreement on the course
of action to take.  If no  agreement  is  reached  at the  meeting  of the Banks
required in the immediately preceding sentence, then in such event the course of
action  supported by the Majority Banks shall be followed by the Agent,  and all
of the Banks shall take such  actions as are  necessary,  if any, to comply with
the  course  of  action  supported  by the  Majority  Banks,  including  without
limitation the  acceleration  of all  indebtedness  under the Banks'  respective
Notes.

     12.12 NO INTEREST IN FEES.  The Banks  hereby  acknowledge  that they shall
have no interest or rights in the Agent's fee  provided  for in SECTION 4, which
fee shall be retained by the Agent solely for its own account.

     12.13 AGENT'S POWERS.  Except as provided hereafter,  the Agent may, in its
reasonable  discretion and without the consent of the Banks or any of them, with
reasonably  contemporaneous  notice to each  Bank,  give or  withhold  any other
waivers,  consents and approvals,  amend the Credit  Documents,  and exercise or
refrain  from  exercising  rights and take or refrain  from  taking  action with
respect to the Loans,  the Bond,  and the Credit  Documents.  As to any  matters
provided for in the  preceding  sentence,  the Agent shall in all cases be fully
protected in acting,  or in  refraining  from  acting,  in  accordance  with the
written  instructions  of such  Majority  Banks  and such  instructions  of such
Majority Banks and any action taken or failure to act pursuant  thereto shall be
binding on all of the Banks.  Notwithstanding  the  foregoing,  the Agent agrees
that it will not,  without  prior notice to and the consent of all of the Banks,
take any of the  following  actions:  (a)  amend  any  provision  of the  Credit
Documents to change the principal amount of or extend the maturity of any of the
Notes or the Bond, any commitment,  or of any of the Obligors' obligations here-
or thereunder or make any other material amendment or modification of the Credit
Documents;  (b) reduce the  contractual  interest rate on any of the Notes or on
the Bond; (c) release any Guarantors, or release any collateral for the Loans or
the Bond,  unless in  accordance  with the  provisions  of the Credit  Documents
providing for such release;  (d) change the  definition of Majority  Banks;  (e)
modify any payment  schedule under the Notes or the Bond; (f) waive any material
Event of Default or waive the Obligors'  compliance with any financial  covenant
or amend any financial covenant; or (g) amend or waive the provisions of SECTION
21 of this Credit Agreement. The Agent shall, promptly after the Agent's receipt
thereof,  provide  all of the  Banks  with  copies of any  proposed  amendments,
consents,  or waivers  with  respect to the Credit  Documents.  The Agent  shall
permit the  Banks,  upon  reasonable  prior  notice to the Agent,  to review the
Credit  Documents  and the  other  documents  relating  thereto  in the  Agent's
possession (subject to any applicable  confidentiality  requirements  binding on
the Agent with respect thereto,  under law, contract, or otherwise),  during the
Agent's normal business hours.

     12.14  EXPENSES.  The Banks  agree that each will on demand  reimburse  the
Agent, to the extent of each such Bank's  Commitment  Percentage for Loans,  for
any and all reasonable actual  out-of-pocket  costs,  expenses and disbursements
which may be incurred  or made by the Agent in  connection  with the Loans,  the
Bond, or the Credit Documents and the transactions  contemplated thereby and any
action which may be taken by the Agent to collect the amounts owing to the Agent
in connection therewith,  such amounts to be payable to the extent the Agent has
not been  reimbursed  for  such  amounts  at such  time by or on  behalf  of the
Obligors. The Banks shall not be obligated to reimburse the Agent for any of the
so-called "overhead", incidental and/or routine costs of administering the Loans
or the Bond under the Credit Documents which are not  specifically  allocable to
the  Loans  or  the  Bond  or the  Credit  Documents  and  which  do not  entail
out-of-pocket expenditures or disbursements by the Agent.

     12.15  INTEREST  IN  COLLATERAL.  The Banks  shall have no  interest in any
property as such taken by the Agent as collateral for the Loans or for the Bond,
or for any other loans or extensions  of credit made to or for the Obligors,  or
in any property in the Agent's possession or control,  or in any deposit held or
other  indebtedness owing by the Agent, which may be or become collateral for or
otherwise  available  for  payment  of the  Loans or the Bond by  reason  of the
general description of secured  obligations  contained in any security agreement
or other  agreement or instrument held by the Agent or by reason of the right of
set-off, counterclaim or otherwise. Notwithstanding any other provisions of this
Credit Agreement, if any such property,  deposit or indebtedness or the proceeds
thereof  shall be applied in reduction of the Loans or the Bond,  then each Bank
shall be entitled to a share of such application  determined by reference to its
Commitment  Percentage for Loans and Commitment Percentage for Bond, as the case
may be.  Nothing  contained in this Credit  Agreement  shall impair or otherwise
affect  the  obligations  of  Obligors  to the Agent  arising  under the  Credit
Documents,  the validity of any collateral security in favor of the Agent or the
perfection and priority of any security interest in favor of the Agent.

     12.16 CO-AGENTS.  At any time during the term of this Credit Agreement when
there is more than one Agent  hereunder,  any  rights or powers  which have been
delegated  or granted to the Agents may be exercised by the action of the Agents
as they shall mutually  agree.  In the event the Agents do not mutually agree as
to the  method or manner in which any such right or power  should be  exercised,
then  either  Agent may  independently  proceed  with its  proposed  action upon
obtaining the written consent of the Majority Banks to such proposed action.

     SECTION 13. EXPENSES.

     The  Obligors  agree  to pay (a) the  reasonable  costs  of  producing  and
reproducing  this Credit  Agreement,  the other Credit  Documents  and the other
agreements and instruments  mentioned herein, (b) the reasonable fees,  expenses
and  disbursements  of any Bank's counsel or the Agent's  Special Counsel or any
local counsel to the incurred in connection with the preparation, administration
or  interpretation  of the  Credit  Documents  and other  instruments  mentioned
herein,  each  closing  hereunder,  and  amendments,  modifications,  approvals,
consents  or  waivers   hereto  or  hereunder,   (c)  the  fees,   expenses  and
disbursements  of the  Agent  incurred  by the  Agent  in  connection  with  the
preparation  or  interpretation  of the Credit  Documents and other  instruments
mentioned herein, (d) all reasonable out-of-pocket expenses (including appraisal
fees,  investment  banking fees and reasonable  attorneys' fees and costs, which
attorneys may be employees of any Bank or the Agent) incurred by any Bank or the
Agent in connection  with (i) the enforcement of or preservation of rights under
any of the Credit Documents against the Obligors or the  administration  thereof
after the  occurrence of a Default or Event of Default and (ii) any  litigation,
proceeding or dispute whether arising hereunder or otherwise, in any way related
to any Bank's or the Agent's relationship with the Obligors,  (e) all reasonable
fees, expenses and disbursements of any Bank or the Agent incurred in connection
with UCC searches,  UCC filings or mortgage  recordings,  and (f) the reasonable
expenses of all  examinations of the Obligors'  business  operations and assets,
whether or not performed by the Banks' or the Agent's  employees.  The covenants
of this SECTION 13 shall survive  payment or  satisfaction of payment of amounts
owing with respect to the Notes and the Bond.

     SECTION 14. INDEMNIFICATION.

     The Obligors,  jointly and severally,  agree to indemnify and hold harmless
the Agent and the Banks from and against  any and all claims,  actions and suits
whether  groundless or otherwise,  and from and against any and all liabilities,
losses,  damages and expenses of every nature and character  arising out of this
Credit  Agreement  or any of the  other  Credit  Documents  or the  transactions
contemplated hereby including,  without  limitation,  (a) any actual or proposed
use by the Obligors of the  proceeds of any of the Loans or of the Bond,  or (b)
the Obligors  entering  into or performing  this Credit  Agreement or any of the
other  Credit  Documents,  in  each  case  including,  without  limitation,  the
reasonable  fees and  disbursements  of counsel and allocated  costs of internal
counsel incurred in connection with any such investigation,  litigation or other
proceeding,  other than litigation  commenced by the Obligors  against the Banks
which seeks enforcement of any of the rights of the Obligors  hereunder or under
any other of the Credit Documents and is determined  adversely to the Banks in a
final  nonappealable  judgment  and except to the extent such  claims,  damages,
liabilities  and  expenses  result  from a Bank's  gross  negligence  or willful
misconduct.  In litigation, or the preparation therefor, the Banks and the Agent
shall be entitled to select their own counsel and, in addition to the  foregoing
indemnity,  the  Obligors  jointly  and  severally  agree  to pay  promptly  the
reasonable  fees and  expenses of all such counsel of the Agent and the Banks in
respect of litigation subject to the foregoing indemnity, and shall be obligated
to pay for the legal fees of the Banks (in  addition to the Agent's  legal fees)
in the event that the Banks and the Agent  conclude under advice of counsel that
they have a conflict of interest.  If, and to the extent that the obligations of
the  Obligors  under  this  SECTION 14 are  unenforceable  for any  reason,  the
Obligors  hereby  agree to make  the  maximum  contribution  to the  payment  in
satisfaction of such obligations which is permissible under applicable law.

     SECTION 15. SURVIVAL OF COVENANTS, ETC.

     All covenants,  agreements,  representations and warranties made herein, in
the Notes, in the Bond, in any of the other Credit Documents or in any documents
or other papers delivered by or on behalf of the Obligors  pursuant hereto shall
be deemed to have been relied  upon by the Banks and the Agent,  notwithstanding
any investigation heretofore or hereafter made by any of them, and shall survive
the making by the Banks of any of the Loans and issuance of the Bond,  as herein
contemplated,  and shall continue in full force and effect so long as any amount
due under this  Credit  Agreement  or the Notes,  the Bond,  or any of the other
Credit Documents remains  outstanding or any Bank has any obligation to make any
Loans or any Bond Advances. All statements contained in any certificate or other
paper  delivered  to any Bank or the  Agent at any time by or on  behalf  of the
Obligors  pursuant  hereto or in connection with the  transactions  contemplated
hereby  shall  constitute   representations   and  warranties  by  the  Obligors
hereunder.

     SECTION 16. ASSIGNMENT AND PARTICIPATION.

     16.1  CONDITIONS TO ASSIGNMENT BY BANKS.  Except as provided  herein,  each
Bank may  assign  to one or more  Eligible  Assignees  all or a  portion  of its
interests,  rights and obligations under this Credit Agreement (including all or
a  portion  of its  Commitment  Percentage  for  Loans,  Commitment  for  Loans,
Commitment Percentage for Bond, and Commitment for Bond, and the same portion of
the applicable  Loans and of the Bond at the time owing to it, and the Notes and
share of the Bond held by it) PROVIDED that (a) each such assignment shall be of
a constant, and not a varying, percentage of all the assigning Bank's rights and
obligations  under this Credit  Agreement,  (b) the  parties to such  assignment
shall  execute and  deliver to the Agent,  for  recording  in the  Register  (as
defined in SECTION 16.3),  an Assignment and  Acceptance,  substantially  in the
form of EXHIBIT D hereto (an  "Assignment  and  Acceptance"),  together with any
Notes or Guaranties subject to such assignment, and (c) the assigning Bank shall
pay any expenses  reasonably  incurred by the Obligors in  connection  with each
such  assignment,  (d) no Eligible  Assignee or other  transferee  of any Bank's
rights shall be entitled to receive any greater  payment under SECTIONS  4.2(B),
4.6 or 4.7 than such Bank would have been  entitled to receive  with  respect to
the rights  transferred,  unless such transfer is made with the Obligors'  prior
written consent. Upon such execution,  delivery,  acceptance and recording, from
and after the effective date specified in each Assignment and Acceptance,  which
effective  date shall be at least  five (5)  Business  Days after the  execution
thereof,  (i) the assignee thereunder shall be a party hereto and, to the extent
provided in such Assignment and Acceptance, have the rights and obligations of a
Bank  hereunder,  and (ii) the assigning Bank shall,  to the extent  provided in
such assignment and upon payment to the Agent of the  registration  fee referred
to in  SECTION  16.3,  be  released  from  its  obligations  under  this  Credit
Agreement.

     16.2 CERTAIN  REPRESENTATIONS AND WARRANTIES;  LIMITATIONS;  COVENANTS.  By
executing  and  delivering  an  Assignment  and  Acceptance,  the parties to the
assignment thereunder confirm to and agree with each other and the other parties
hereto as follows: (a) other than the representation and warranty that it is the
legal and beneficial owner of the interest being assigned thereby free and clear
of any adverse claim, the assigning Bank makes no representation or warranty and
assumes  no  responsibility  with  respect  to  any  statements,  warranties  or
representations  made in or in  connection  with this  Credit  Agreement  or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of this Credit Agreement,  the other Credit Documents or any other instrument or
document   furnished   pursuant   hereto;   (b)  the  assigning  Bank  makes  no
representation  or warranty  and assumes no  responsibility  with respect to the
financial condition of the Obligors or any other Person primarily or secondarily
liable in respect of any of the Obligations, or the performance or observance by
the Obligors or any other Person  primarily or secondarily  liable in respect of
any of the Obligations of any of their  obligations  under this Credit Agreement
or any of the  other  Credit  Documents  or any  other  instrument  or  document
furnished  pursuant  hereto or thereto;  (c) such assignee  confirms that it has
received  a copy of this  Credit  Agreement,  together  with  copies of the most
recent financial  statements referred to in SECTION 5.8, and in SECTION 6.1, and
such other  documents and  information as it has deemed  appropriate to make its
own credit  analysis and decision to enter into such  Assignment and Acceptance;
(d) such assignee will,  independently  and without  reliance upon the assigning
Bank, the Agent or any other Bank and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking  action under this Credit  Agreement;  (e) such assignee
represents  and  warrants  that it is an Eligible  Assignee;  (f) such  assignee
appoints and authorizes the Agent to take such action as agent on its behalf and
to  exercise  such  powers  under this  Credit  Agreement  and the other  Credit
Documents as are delegated to the Agent by the terms hereof or thereof, together
with such powers as are reasonably  incidental thereto; (g) such assignee agrees
that it will perform in accordance with their terms all of the obligations  that
by the terms of this Credit  Agreement  are  required to be performed by it as a
Bank;  and  (h)  such  assignee  represents  and  warrants  that  it is  legally
authorized to enter into such Assignment and Acceptance.

     16.3  REGISTER.  The Agent  shall  maintain a copy of each  Assignment  and
Acceptance  delivered to it and a register or similar list (the  "Register") for
the recordation of the names and addresses of the Banks,  and (a) the Commitment
Percentages  for Loans of, and principal  amount of the Loans owing to the Banks
from time to time; and (b) the Commitment Percentages for Bond of, and principal
amount of the Bond  owing to the Banks  from time to time.  The  entries  in the
Register  shall  be  conclusive,  in the  absence  of  manifest  error,  and the
Obligors,  the Agent and the Banks may treat each Person  whose name is recorded
in the Register as a Bank  hereunder for all purposes of this Credit  Agreement.
The Register  shall be available for inspection by the Obligors and the Banks at
any reasonable  time and from time to time upon  reasonable  prior notice.  Upon
each  such  recordation,  the  assigning  Bank  agrees  to pay to  the  Agent  a
registration fee in the sum of $100.

     16.4 NEW NOTES.  Upon its receipt of an Assignment and Acceptance  executed
by the parties to such assignment  (together  with, with respect to Loans,  each
Note  subject to such  assignment,  and with  respect  to the Bond,  each of the
Guaranties  subject  to  such  assignment),  the  Agent  shall  (a)  record  the
information  contained  therein  in the  Register,  and (b) give  prompt  notice
thereof to the Obligors and the Banks (other than the  assigning  Bank).  Within
five (5) Business Days after receipt of such notice, the Obligors,  at their own
expense,  shall  execute  and  deliver  to  the  Agent,  in  exchange  for  each
surrendered Note and/or Guaranty, a new Note to the order of, and/or Guaranty in
favor of, as the case may be, such  Eligible  Assignee in an amount equal to the
amount  assumed  by such  Eligible  Assignee  pursuant  to such  Assignment  and
Acceptance  and,  if  the  assigning  Bank  has  retained  some  portion  of its
obligations  hereunder, a new Note to the order of, and/or Guaranty in favor of,
as the case may be, the assigning Bank in an amount equal to the amount retained
by it hereunder.  Such new Notes and new Guaranties  shall provide that they are
replacements for the surrendered Notes and surrendered  Guaranties,  shall be in
an aggregate  principal  amount equal to the aggregate  principal  amount of the
surrendered  Notes,  shall be dated the effective  date of such  Assignment  and
Acceptance  and shall  otherwise  be in  substantially  the form of the assigned
Notes and assigned Guaranties. Within five (5) days of issuance of any new Notes
or new  Guaranties  pursuant to this SECTION 16.4, the Obligors shall deliver an
opinion of counsel,  addressed  to the Banks and the Agent,  relating to the due
authorization,  execution and delivery of such new Notes and new  Guaranties and
the  legality,  validity  and  binding  effect  thereof,  in form and  substance
satisfactory  to the  Banks.  The  surrendered  Notes  and  Guaranties  shall be
canceled and returned to the Obligors.

     16.5 PARTICIPATIONS. Each Bank may sell participations to one or more banks
or other  entities  in all or a portion of such  Bank's  rights and  obligations
under this Credit  Agreement and the other Credit  Documents,  PROVIDED that (a)
the Agent shall have given its prior written consent to such participation,  (b)
any such sale or  participation  shall not  affect  the rights and duties of the
selling  Bank  hereunder  to the  Obligors,  (c) the only rights  granted to the
participant pursuant to such participation arrangements with respect to waivers,
amendments  or  modifications  of the  Credit  Documents  shall be the rights to
approve waivers,  amendments or modifications that would reduce the principal of
or the interest rate on any Loans, extend the term or increase the amount of the
Commitment for Loans of such Bank as it relates to such participant,  reduce the
amount of any  commitment  fees to which such  participant is entitled or extend
any  regularly  scheduled  payment  date  for  principal  or  interest,  (d)  no
participant  shall have the right to grant further  participations or assign its
rights,  obligations or interests under such participation to other Persons, (e)
the  Obligors,  the Agent and the other Banks shall  continue to deal solely and
directly with such Bank in connection with Bank's rights and  obligations  under
this Credit  Agreement,  (f) no  participant  pursuant to SECTION  16.5 or other
transferee of any Bank's rights shall be entitled to receive any greater payment
under  SECTIONS  4.2(B),  4.6 or 4.7 than such Bank would have been  entitled to
receive with  respect to the rights  transferred,  unless such  transfer is made
with the Obligors'  prior  written  consent,  and (g) the Obligors  shall not be
responsible for any expenses of the Banks or the Agent  associated with any such
sale or participation.

     16.6 DISCLOSURE. The Obligors agree that in addition to disclosures made in
accordance  with standard  banking  practices any Bank may disclose  information
obtained  by such  Bank  pursuant  to this  Credit  Agreement  to  assignees  or
participants and potential  assignees or participants  hereunder;  PROVIDED that
such assignees or  participants  or potential  assignees or  participants  shall
agree (a) to treat in  confidence  such  information,  (b) not to disclose  such
information to a third party,  and (c) not to make use of such  information  for
purposes  of  transactions   unrelated  to  such   contemplated   assignment  or
participation.

     16.7  MISCELLANEOUS  ASSIGNMENT  PROVISIONS.  If any  assignee  Bank is not
incorporated  under  the laws of the  United  States  of  America  or any  state
thereof,  it shall,  prior to the date on which any interest or fees are payable
hereunder or under any of the other Credit Documents for its account, deliver to
the Obligors and the Agent  certification  as to its exemption from deduction or
withholding  of any United States  federal  income taxes.  If any Reference Bank
transfers  all of  its  interest,  rights  and  obligations  under  this  Credit
Agreement,  the Agent  shall,  in  consultation  with the  Obligors and with the
consent of the Obligors and the Majority Banks, appoint another Bank to act as a
Reference  Bank  hereunder.  Anything  contained  in  this  SECTION  16.7 to the
contrary notwithstanding,  any Bank may at any time pledge all or any portion of
its  interest  and rights  under this  Credit  Agreement  (including  all or any
portion of its Notes and/or its Guaranties) to any of the twelve Federal Reserve
Banks organized  under Section 4 of the Federal Reserve Act, 12 U.S.C.  ss. 341.
No such pledge or the  enforcement  thereof  shall release the pledgor Bank from
its  obligations  hereunder  or under any of the other  Credit  Documents.  16.8
ASSIGNMENT BY OBLIGORS. No Obligor shall assign or transfer any of its rights or
obligations  under any of the Credit Documents without the prior written consent
of each of the Banks.

     16.9 FOREIGN  PERSONS.  If any Bank is not  incorporated or organized under
the laws of the  United  States of America  or a state  thereof,  then such Bank
shall deliver to the Obligors and the Agent the following:

          (a) Two (2) duly completed  copies of United States  Internal  Revenue
Service Form 1001 or 4224, or successor  form as the case may be,  certifying in
each case that such  person is entitled  to receive  payments  under this Credit
Agreement,  the Notes,  and the Bond,  without  deduction or  withholding of any
United States federal income taxes.

          (b) A duly  completed  Internal  Revenue  Service  Form  W-8 or W-9 or
successor form, as the case may be, to establish an exemption from United States
backup withholding tax.

          Each such Bank that delivers to the Obligors and the Agent a Form 1001
or 4224 and Form W-8 or W-9 pursuant to this SECTION 16.9 further  undertakes to
deliver to the  Obligors  and the Agent two (2) further  copies of Forms 1001 or
4224 and Form W-8 or W-9, or successor forms, or other manner of  certification,
as the case may be, on or before the date that any such form  expires or becomes
obsolete  or after the  occurrence  of any event  requiring a change in the most
recent form previously delivered by it to the Obligors and the Agent. Such Forms
1001 or 4224 shall certify that such Bank is entitled to receive  payments under
this Credit  Agreement  without  deduction or  withholding  of any United States
federal income taxes. The foregoing documents need not be delivered in the event
any change in treaty, law, or regulation or official  interpretation thereof has
occurred which renders all such forms  inapplicable  or which would prevent such
Bank from  delivering any such form with respect to it, or such Bank advises the
Obligors that it is not capable of receiving  payments  without any deduction or
withholding  of United States  federal income tax, and in the case of a Form W-8
or W-9,  establishing  an exemption from United States backup  withholding  tax.
Until  such  time as the  Obligors  and  the  Agent  have  received  such  forms
indicating that payments  hereunder are not subject to United States withholding
tax or are subject to such tax at a rate  reduced by an  applicable  tax treaty,
the Obligors shall withhold taxes from such payments at the applicable statutory
rate.

     For any period  with  respect  to which a Bank has  failed to  provide  the
Obligors or the Agent with the  appropriate  forms  referred to in this  SECTION
16.9  (unless  such  failure  is due to a change in  treaty,  law or  regulation
occurring  after  the date on which  such form  originally  was  required  to be
provided), the Obligors shall not be obligated to make any payments to such Bank
under SECTION 4.2(B).

     SECTION 17. NOTICES, ETC.

     Except as  otherwise  expressly  provided  in this  Credit  Agreement,  all
notices and other  communications  made or required to be given pursuant to this
Credit  Agreement  or the Notes  shall be in writing and shall be  delivered  in
hand, mailed by United States certified first class mail, postage prepaid,  sent
by overnight  courier,  or sent by telegraph,  telecopy,  facsimile or telex and
confirmed by delivery via courier or postal service, addressed as follows:

     (a)  if  to  the  Obligors,  to:  Bacou  USA,  Inc.
                                       10 Thurber Boulevard
                                       Smithfield, Rhode Island 02917
                                       Attn: General Counsel

          with a copy (which copy      Edwards & Angell, LLP
          shall not constitute notice  2800 BankBoston Plaza
          to the Obligors) to:         Providence, Rhode Island 02903
                                       Attn:  Susan A. Keller, Esq.,

or at such other address for notice as the Obligors shall last have furnished in
writing to the Person giving the notice;

     (b)  if to the Agent to:          BankBoston, N.A.
                                       One BankBoston Plaza
                                       Providence, Rhode Island 02903
                                       Attn:  Commercial Loan Department,

                  with a copy to:      David M. Gilden, Esquire
                                       Partridge Snow & Hahn LLP
                                       180 South Main Street
                                       Providence, Rhode Island 02903

or such other  address  for notice as such party  shall last have  furnished  in
writing to the Person giving the notice; and

                  (c) if to any  Bank,  at such  Bank's  address  set  forth  on
SCHEDULE 1 hereto, or such other address for notice as such Bank shall have last
furnished in writing to the Person  giving the notice,  in any event with a copy
to:

                                                 David M. Gilden, Esquire
                                                 Partridge Snow & Hahn LLP
                                                 180 South Main Street
                                                 Providence, Rhode Island 02903.

Any such notice or demand shall be deemed to have been duly given or made and to
have become effective (i) if delivered by hand,  overnight  courier or facsimile
to a  responsible  officer of the party to which it is directed,  at the time of
the receipt thereof by such officer or the sending of such facsimile and (ii) if
sent by registered or certified  first-class mail, postage prepaid, on the third
Business Day following the mailing thereof.

     SECTION 18. MISCELLANEOUS.

     18.1 HEADINGS. The captions in this Credit Agreement are for convenience of
reference only and shall not define or limit the provisions hereof.

     18.2 ACCOUNTING TERMS. All accounting terms not specifically defined herein
shall be construed in accordance with GAAP.  Where any accounting  determination
or  calculation  is  required  to be made  under  this  Credit  Agreement,  such
determination  or  calculation  (unless  otherwise  provided)  shall  be made in
accordance  with GAAP,  except that if because of a change in GAAP,  any Obligor
would have to alter a previously  utilized  accounting method or policy in order
to remain in compliance  with GAAP,  such  determination  or  calculation  shall
continue  to be made in  accordance  with  such  Obligor's  previous  accounting
methods or policy.

     18.3 REPLACEMENT NOTE. Upon receipt of an affidavit of an officer of either
of the Banks or of the Agent as to the loss, theft, destruction or mutilation of
any Note or any other security  document  which is not of public record,  and in
the case of such loss,  theft,  destruction  or  mutilation,  upon surrender and
cancellation of such Note or other security document,  the Obligors shall issue,
in lieu  thereof,  a  replacement  Note or other  security  document in the same
principal  amount  thereof and otherwise of like tenor.  The Bank requiring such
replacement  Note from the Obligors  shall  indemnify  the Obligors  against the
recovery or discovery of such loss, stolen, destroyed or mutilated Note, and the
making of a claim by any other Person thereunder.

     18.4 EXAMINATIONS.  The Banks may, at their election,  which election shall
be exercised in their sole and absolute  discretion,  conduct commercial finance
examinations  of the business  operations  and assets of each of the Obligors in
each Loan Year, such examinations to be performed by officers,  employees and/or
agents of the Banks or the  Agent.  The  results  of such  examinations  must be
satisfactory to the Banks and the Agent, in their sole and absolute  discretion.
The Obligors  agree that they shall be jointly and severally  responsible to pay
to the Agent the  costs of such  examinations,  upon  receipt  of a request  for
payment  thereof from either the Agent or the Banks.  Upon the occurrence of any
Event of Default, the Banks or the Agent may, at their election,  which election
may be exercised in their sole and absolute discretion, conduct new examinations
of the operations  and assets of the Obligors,  all at the sole cost and expense
of the Obligors.

     SECTION 19. COUNTERPARTS.

     This Credit  Agreement and any amendment  hereof may be executed in several
counterparts and by each party on a separate counterpart,  each of which when so
executed and delivered  shall be an original,  and all of which  together  shall
constitute  one  instrument.  In proving  this Credit  Agreement it shall not be
necessary to produce or account for more than one such counterpart signed by the
party against whom enforcement is sought.

     SECTION 20. ENTIRE AGREEMENT, ETC.

     The  Credit  Documents  and any  other  documents  executed  in  connection
herewith or  therewith  express  the entire  understanding  of the parties  with
respect to the transactions  contemplated hereby.  Neither this Credit Agreement
nor any term hereof may be changed, waived, discharged or terminated,  except as
provided in SECTION 21.

     SECTION 21.  CONSENTS,  AMENDMENTS,  WAIVERS,  ETC. Any consent or approval
required or permitted by this Credit Agreement or the Letter of Credit Documents
to be given  by all of the  Banks  may be  given,  and any  term of this  Credit
Agreement,  the other Credit Documents or any other instrument related hereto or
mentioned  herein may be  amended,  and the  performance  or  observance  by the
Obligors of any terms of this Credit  Agreement,  the other Credit  Documents or
such other  instrument or the continuance of any Default or Event of Default may
be waived (either generally or in a particular instance and either retroactively
or prospectively) with, but only with, reasonably contemporaneous notice to each
Bank,  the  written  consent of the  Obligors,  and the  written  consent of the
Majority Banks.  Notwithstanding the foregoing,  the rate of interest on and the
term of the Notes and the Bond, the amount of the Commitments of the Banks,  and
the amount of any fees hereunder may not be changed  without the written consent
of the Obligors and the written consent of each Bank affected thereby; nor shall
any material Default or Event of Default be waived, or material  modification or
amendment be made to the Credit  Documents  without the written  consent of each
Bank; the  definition of Majority  Banks may not be amended  without the written
consent of all of the Banks;  and the amount of the  Agent's fee payable for the
Agent's account and SECTION 13 may not be amended without the written consent of
the Agent.  No waiver shall  extend to or affect any  obligation  not  expressly
waived or impair any right consequent  thereon. No course of dealing or delay or
omission  on the part of the Agent or any Bank in  exercising  any  right  shall
operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or
demand upon the Obligors  shall entitle the Obligors to other or further  notice
or demand in similar or other circumstances.

     SECTION 22. DEFEASANCE.  When all Obligations have been paid, performed and
reasonably determined by the Banks to have been indefeasibly discharged in full,
and if at the time no Bank continues to be committed to extend any credit to any
obligor hereunder or under any other of the Credit  Documents,  then this Credit
Agreement shall terminate.  Notwithstanding  any provision in this SECTION 22 or
any other provision of the Agreement to the contrary, SECTIONS 2.11, 12.3, 12.7,
12.14, 13, 14, and 15 shall survive the termination of this Credit Agreement.

     SECTION 23. SEVERABILITY.

     The provisions of this Credit Agreement are severable and if any one clause
or provision  hereof shall be held invalid or  unenforceable in whole or in part
in any jurisdiction then such invalidity or  unenforceability  shall affect only
such clause or provision,  or part thereof, in such jurisdiction,  and shall not
in any manner affect such clause or provision in any other jurisdiction,  or any
other clause or provision of this Credit Agreement in any jurisdiction.

     SECTION 24. GOVERNING LAW.

     This  Credit  Agreement  and,  except as  otherwise  specifically  provided
therein,  each of the other Credit Documents are contracts under the laws of the
State of Rhode Island and shall for all purposes be construed in accordance with
and  governed  by the  laws of said  State  (excluding  the laws  applicable  to
conflicts  or  choice  of  law).  THE  OBLIGORS  AGREE  THAT  ANY  SUIT  FOR THE
ENFORCEMENT OF THIS CREDIT AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS MAY BE
BROUGHT IN THE COURTS OF THE STATE OF RHODE ISLAND OR ANY FEDERAL  COURT SITTING
THEREIN AND CONSENTS TO THE NONEXCLUSIVE  JURISDICTION OF SUCH COURT AND SERVICE
OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE  OBLIGORS BY MAIL AT THE ADDRESS
SPECIFIED IN SECTION 17. EACH OBLIGOR  HEREBY WAIVES ANY  OBJECTION  THAT IT MAY
NOW OR  HEREAFTER  HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH  COURT OR THAT
SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

     SECTION 25. WAIVER OF JURY TRIAL.

     EACH  OBLIGOR  HEREBY  WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY
ACTION OR CLAIM  ARISING  OUT OF ANY  DISPUTE  IN  CONNECTION  WITH THIS  CREDIT
AGREEMENT,  THE NOTES, THE BOND OR ANY OF THE OTHER CREDIT DOCUMENTS, ANY RIGHTS
OR  OBLIGATIONS  HEREUNDER OR THEREUNDER OR THE  PERFORMANCE  OF SUCH RIGHTS AND
OBLIGATIONS.  EXCEPT AS PROHIBITED BY LAW, EACH OBLIGOR  HEREBY WAIVES ANY RIGHT
IT MAY HAVE TO CLAIM OR RECOVER IN ANY  LITIGATION  REFERRED TO IN THE PRECEDING
SENTENCE  ANY  SPECIAL,  EXEMPLARY,  PUNITIVE  OR  CONSEQUENTIAL  DAMAGES OR ANY
DAMAGES  OTHER  THAN,  OR IN  ADDITION  TO,  ACTUAL  DAMAGES.  EACH  OBLIGOR (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY BANK OR THE AGENT HAS
REPRESENTED,  EXPRESSLY OR OTHERWISE,  THAT SUCH BANK OR THE AGENT WOULD NOT, IN
THE  EVENT  OF  LITIGATION,  SEEK TO  ENFORCE  THE  FOREGOING  WAIVERS,  AND (B)
ACKNOWLEDGES  THAT THE AGENT AND THE BANKS HAVE BEEN  INDUCED TO ENTER INTO THIS
CREDIT  AGREEMENT,  THE OTHER CREDIT  DOCUMENTS TO WHICH IT IS A PARTY BY, AMONG
OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.

     [THE BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK.]


<PAGE>


     IN  WITNESS  WHEREOF,  the  undersigned  have  duly  executed  this  Credit
Agreement as a sealed instrument as of the date first set forth above.

Witnessed by:                    BACOU USA, INC.



/s/ A. W. Hebert                 By: /s/ Walter Stepan        /s/ Philip B. Barr
-----------------------------    -----------------------------------------------
                                         Walter Stepan            Philip B. Barr
                                         Co-Chairman,             Executive Vice
                                         President, CEO           President, COO


                                 UVEX SAFETY MANUFACTURING, INC.

/s/ A. W. Hebert                 By: /s/ W. Stepan            /s/ Philip B. Barr
-----------------------------    -----------------------------------------------
                                         Walter Stepan            Philip B. Barr
                                         Chairman                 Vice Chairman


                                 BANKBOSTON, N.A.



                                 By: /s/ Gary A. Pirri
                                     -------------------------------------------
                                         Gary A. Pirri
                                         Director



                                 By: /s/ Mark J. Meiklejohn
                                     -------------------------------------------
                                         Mark J. Meiklejohn
                                         Vice President


                                 KEYBANK NATIONAL ASSOCIATION



                                 By: /s/ Richard A. McNaughton
-----------------------------        -------------------------------------------
                                         Richard A. McNaughton
                                         Vice President