EXHIBIT 10.1


                                 LOAN AGREEMENT
                                       

               This  Loan  Agreement (this "Agreement") is entered into as
   of June 30,  1998 by and between Wells Fargo Bank, National Association
   ("Lender")  and  Stevens  International,  Inc.,  a Delaware corporation
   ("Borrower").


                             W I T N E S S E T H:


               WHEREAS,  Borrower  has  requested  that  Lender enter into
   certain  financing  arrangements with Borrower pursuant to which Lender
   may  make loans and provide other financial accommodations to Borrower;
   and

               WHEREAS,  Lender  is willing to make such loans and provide
   such  financial  accommodations  on  the terms and conditions set forth
   herein;

               NOW,  THEREFORE,  in consideration of the mutual conditions
   and  agreements  set  forth  herein,  and  for  other good and valuable
   consideration,  the  receipt   and  sufficiency   of  which  is  hereby
   acknowledged, the parties hereto agree as follows:


   SECTION 1.  DEFINITIONS

               All  terms  used  herein  which are defined in Section 1 or
   Article  9 of the Uniform Commercial Code shall have the meanings given
   therein  unless  otherwise  defined  in this Agreement.  Any accounting
   term  used  herein  unless  otherwise  defined  or  set  forth  in this
   Agreement  shall  have  the  meanings customarily given to such term in
   accordance  with  GAAP.   For purposes of this Agreement, the following
   terms shall have the respective meanings given to them below:

               1.1  "Accounts" shall mean all present and future rights of
   Borrower  to  payment of or goods sold or leased for services rendered,
   which are not evidenced by instruments or chattel paper, and whether or
   not earned by performance.

               1.2  " Affiliate"  shall   mean   any  Person  controlling,
   controlled  by  or  under  common  control  with any other Person.  For
   purposes  of  this definition, "control" (including "controlled by" and
   "under   common  control  with")  means  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 otherwise.
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               1.3  "Availability  Reserves" shall mean, as of any date of
   determination,  such  amounts as Lender may from time to time establish
   and  revise  in  good  faith reducing the amount of Revolving Loans and
   Letters  of Credit which would otherwise be available to Borrower under
   the  lending  formula(s)  provided  for  herein: (a) to reflect events,
   conditions,  contingencies  or  risks which, as determined by Lender in
   good  faith,  do  or may affect either (i) the Collateral or its value,
   (ii)  the  assets, business or prospects of Borrower or any Obligor, or
   (iii)  the  security  interests  and  other  rights  of  Lender  in the
   Collateral  (including  the  enforceability,  perfection  and  priority
   thereof),  or  (b)  to  reflect  Lender's  good  faith  belief that any
   collateral report or financial information furnished by or on behalf of
   Borrower  or  any  Obligor  to  Lender  is or may have been incomplete,
   inaccurate  or misleading in any material respect, or (c) in respect of
   any state of facts which Lender determines in good faith constitutes an
   Event  of  Default  or  may,  with  notice  or passage of time or both,
   constitute an Event of Default.

               1.4  "Belknap Facility" shall mean the land located at 5700
   E.  Belknap  Street,  Fort  Worth,  Texas  76711,  and all improvements
   thereon.

               1.5  "Business Day" shall mean any day, except Saturday, on
   which Lender is open for the conduct of general banking business.

               1.6  "Cash  Collateral  Account" shall have the meaning set
   forth in Section 6.1 hereof.

               1.7  "Collateral"  shall  mean  all  the  property in which
   Borrower  or  an  Obligor  grants  or  is required to grant to Lender a
   security interest or lien, as described in Section 5 hereof.

               1.8  "DTPA"  shall mean the Texas Deceptive Trade Practices
   Consumer  Protection  Act,  Subchapter  E  of  Chapter  17 of the Texas
   Business and Commerce Code.

               1.9  "Eligible  Accounts"  shall  mean  Accounts created by
   Borrower which are and continue to be acceptable to Lender based on the
   criteria  set  forth  below.    In  general, Accounts shall be Eligible
   Accounts if:

                    (a)  such Accounts arise from the actual and bona fide
   sale and  delivery  of  goods  by Borrower  or  rendition  of  services
   by  Borrower in  the  ordinary  course  of  Borrower's  business  which
   transactions  are completed in accordance with the terms and provisions
   contained in any documents related thereto;

                    (b)  such  Accounts  are  not  unpaid more than ninety
   (90) days after the date of the original invoice thereto;

                    (c)  such    Accounts   comply   with  the  terms  and
   conditions  applicable  thereto  contained  in  the  Security Agreement
   executed in connection therewith;
<PAGE>
                    (d)  such  Accounts   do   not  arise  from  sales  on
   consignment,  guaranteed  sale,  sale  and return, sale on approval, or
   other   terms  under  which  payment  by  the  account  debtor  may  be
   conditional or contingent;

                    (e)  the  chief executive office of the account debtor
   with  respect  to  such  Accounts  is  located  in the United States of
   America,  or,  at  Lender's  option,  if:  (i)  the  account debtor has
   delivered  to  Borrower  an  irrevocable  letter  of  credit  issued or
   confirmed  by  a  bank satisfactory to Lender, sufficient to cover such
   Account,  in form and substance satisfactory to Lender and, if required
   by  Lender, the original of such letter of credit has been delivered to
   Lender  or  Lender's  agent  and  the  issuer  thereof  notified of the
   assignment  of the proceeds of such letter of credit to Lender, or (ii)
   such Account is subject to credit insurance payable to Lender issued by
   an insurer and on terms and in an amount acceptable to Lender, or (iii)
   the  account  debtor  resides  in a province of Canada which recognizes
   Lender's  perfection and enforcement rights as to Accounts by reason of
   the  filing  of  a  UCC-1  in  the  state of Borrower's chief executive
   office, or (iv) such Account is otherwise acceptable in all respects to
   Lender  (subject to such lending formula with respect thereto as Lender
   may determine);

                    (f)  such   Accounts   do   not  consist  of  progress
   billings, bill and hold invoices or retainage invoices;

                    (g)  the  account debtor with respect to such Accounts
   has  not asserted a counterclaim, defense or dispute and does not have,
   and  does  not engage in transactions which may give rise to, any right
   of setoff against such Accounts;

                    (h)  there  are  no facts, events or occurrences which
   would  impair  the  validity,  enforceability or collectability of such
   Accounts or reduce the amount payable or delay payment thereunder;

                    (i)  such  Accounts are subject to the first priority,
   valid  and  perfected  security interest of Lender and any goods giving
   rise  thereto  are  not,  and were not at the time of the sale thereof,
   subject to any liens except those permitted in this Agreement;

                    (j)  neither  the  account  debtor  nor  any  officer,
   employee  or  agent of the account debtor with respect to such Accounts
   is  an  officer,  employee  or  agent  of  or  affiliated with Borrower
   directly  or  indirectly  by  virtue  of  family membership, ownership,
   control, management or otherwise;

                    (k)  the account debtors with respect to such Accounts
   are not any foreign government, the United States of America, any State
   or  any  political  subdivision,  department, agency or instrumentality
   thereof, unless, if the account debtor is the United States of America,
   any  State   or   any  political  subdivision,  department,  agency  or
   instrumentality  thereof, upon Lender's request, the Federal Assignment
   of  Claims  Act of 1940, as amended, or any similar State or local law,
   if  applicable,  has  been  complied  with  in a manner satisfactory to
   Lender;
<PAGE>
                    (l)  there  are  no  proceedings  or  actions  pending
   against  any  account  debtor  with  respect to such Accounts from such
   account debtor which might result in any material adverse change in any
   such account debtor's financial condition;

                    (m)  such  Accounts  of a single account debtor or its
   affiliates  do  not  constitute  more  than  twenty-five  (25%)  of all
   otherwise  Eligible  Accounts  (but  the portion of the Accounts not in
   excess  of  such  percentage  may be deemed Eligible Accounts) and such
   other Accounts as Lender may approve in its sole discretion;

                    (n)  such  Accounts are not owed by any account debtor
   who  has  Accounts  unpaid more than ninety (90) days after the date of
   the  original  invoice  therefor and which constitute more than twenty-
   five (25%) percent of the total Accounts from such account debtor;

                    (o)  such  Accounts  are owed by account debtors whose
   total  indebtedness  to  Borrower does not exceed the credit limit with
   respect to such account debtors as reasonably determined by Lender from
   time  to  time  (but  the portion of the Accounts not in excess of such
   credit limit may still be deemed Eligible Accounts); and


                    (p)  such  Accounts are owed by account debtors deemed
   creditworthy at all times by Lender, as determined by Lender.

   General  criteria  for Eligible Accounts may be established and revised
   from  time to time by Lender in good faith.  Any Accounts which are not
   Eligible Accounts shall nevertheless be part of the Collateral.

               1.10 "Eligible  Inventory"  shall  mean  Inventory owned by
   Borrower which is and remains acceptable to Lender for lending purposes
   and  is located at one of the addresses set forth in Schedule I to this
   Agreement;  provided  however,  that if any such location is owned by a
   party  other  than  Borrower, Lender shall have obtained from the owner
   thereof  an  agreement relative to Lender's rights with respect to such
   Inventory,  in  form  and  content satisfactory to Lender; and provided
   further  that in no event however shall Eligible Inventory include: (a)
   work-in-process;  (b)  inventory subject to a security interest or lien
   in  favor  of  any  person other than Lender, except those permitted in
   this  Agreement;  and  (c)  inventory which is not subject to the first
   priority,  valid  and  perfected  security interest of Lender.  General
   criteria  for  Eligible  Inventory  may be established and revised from
   time  to  time  by  Lender  in  good faith.  Any Inventory which is not
   Eligible Inventory shall nevertheless be part of the Collateral.

               1.11 "Equipment" shall mean all  of  Borrower's  now  owned
   and hereafter acquired  equipment, machinery,  computers  and  computer
   hardware  and  software  (whether  owned or licensed), vehicles, tools,
   furniture,  fixtures,  all  attachments, accessions and property now or
   hereafter   affixed  thereto  or  used  in  connection  therewith,  and
   substitutions and replacements thereof, wherever located.

               1.12 "Event  of  Default"  shall  mean  the  occurrence  or
   existence of any event or condition described in Section 10.1 hereof.
<PAGE>
               1.13 "GAAP"  shall   mean   generally  accepted  accounting
   principles  in  the  United States of America as in effect from time to
   time  as set forth in the opinions and pronouncements of the Accounting
   Principles  Board  and  the  American  Institute  of  Certified  Public
   Accountants  and  the  statements  and  pronouncements of the Financial
   Accounting  Standards  Boards which are applicable to the circumstances
   as  of the date of determination consistently applied, except that, for
   purposes  of Section 8.10 hereof, GAAP shall be determined on the basis
   of  such  principles  in  effect on the date hereof and consistent with
   those  used  in  the  preparation  of  the audited financial statements
   delivered to Lender prior to the date hereof.

               1.14 "General  Intangibles"  shall mean general intangibles
   (including,  but  not  limited to, tax and duty refunds, registered and
   unregistered  patents,  trademarks,  service  marks,  copyrights, trade
   names,   applications  for  the  foregoing,  trade  secrets,  goodwill,
   processes,  drawings,  blueprints, customer lists, licenses, whether as
   licensor  or  licensee,  choses in action and other claims and existing
   and future leasehold interests in equipment).

               1.15 "Hamilton  Facility"  shall  mean  the land located at
   2175  Schlichter  Drive,  Hamilton,  Ohio  45011,  and all improvements
   thereon.

               1.16 "Guarantor" shall mean Paul Stevens, an individual.

               1.17 "Indebtedness" shall mean any and all amounts owing or
   to be owing by Borrower to Lender in connection with the Line of Credit


   Note,  this Agreement, and other liabilities of Borrower to Lender from
   time  to  time  existing,  including  without  limitation guaranties of
   indebtedness,  letters  of  credit  and obligations acquired from third
   persons, whether in connection with this or other transactions, and all
   amounts  owing  or  to be owing by Borrower to any agent bank of Lender
   pursuant  to  any  Letter  of  Credit Agreement, overdraft agreement or
   other agreement or financial accommodation.

               1.18 "Information  Certificate"  shall mean the Information
   Certificate  of  Borrower  constituting  Exhibit  A  hereto  containing
   material  information with respect to Borrower, its business and assets
   provided  by  or on behalf of Borrower to Lender in connection with the
   preparation  of  this  Agreement  and  the other Loan Documents and the
   financing arrangements provided for herein.

               1.19 "Inventory" shall mean all of Borrower's now owned and
   hereafter existing or acquired raw materials, work in process, finished
   goods  and  all  other inventory of whatsoever kind or nature, wherever
   located.

               1.20 "Letters  of  Credit" shall mean commercial or standby
   letters  of credit issued by Lender from time to time under the Line of
   Credit.
<PAGE>
               1.21 "Letter  of  Credit  Agreement" shall have the meaning
   set forth in Section 2.2 hereof.

               1.22 "Letter of Credit Obligations" shall mean at any time,
   the  aggregate amount available to be drawn, plus amounts drawn and not
   yet reimbursed, under Letters of Credit.

               1.23 "Line of Credit" shall mean a revolving line of credit
   under  which Lender agrees to make Revolving Loans and issue Letters of
   Credit, subject to the terms and conditions of this Agreement.

               1.24 "Line of Credit Note" shall have the meaning set forth
   in Section 2.1 hereof.

               1.25 "Loan   Documents"  shall   mean,  collectively,  this
   Agreement and all notes, guarantees, security agreements, subordination
   agreements,  and  other agreements, documents and instruments now or at
   any time hereafter executed and/or delivered by Borrower or any Obligor
   in  connection  with  this  Agreement,  as  the  same  now exist or may
   hereafter   be  amended,  modified,  supplemented,  extended,  renewed,
   restated or replaced.

               1.26 "Loans"  shall  mean  the  Line of Credit and the Term
   Loan.

               1.27 "Maximum   Line  Amount"  shall  mean  the  amount  of
   $7,500,000.

               1.28 "Maximum  Nonusurious  Interest  Rate"  shall mean the
   maximum  nonusurious  interest  rate  allowable under applicable United
   States  federal  law  and  under  the  laws  of  the  State of Texas as
   presently  in  effect  and, to the extent allowed by such laws, as such
   laws may be amended from time to time to increase such rate.

               1.29 "Net Amount of Eligible Accounts" shall mean the gross
   amount  of  Eligible  Accounts  less (a) sales, excise or similar taxes
   included  in  the  amount  thereof  and (b) returns, discounts, claims,
   credits  and  allowances  of  any  nature  at  any  time issued, owing,
   granted, outstanding, available or claimed with respect thereto.

               1.22 " Obligor"   shall   mean   any  guarantor,  endorser,
   acceptor,  surety  or  other  person  liable  on or with respect to the
   Loans,  or  any  of  them, or who is the owner of any property which is
   security  for  the  Loans,  or  any  of  them, other than Borrower.  If
   Borrower is a partnership, each general partner is an Obligor. 

               1.30 "Person"   shall  mean  any  individual,  corporation,
   partnership,  joint  venture,  association, joint stock company, trust,
   trustee,  unincorporated  organization,  government  or  any  agency or
   political subdivision thereof, or any other form of entity.

               1.31 "Property"  shall  mean  any  interest  in any kind of
   property  or  asset,  whether  real,  personal or mixed, or tangible or
   intangible.
<PAGE>
               1.32 "Purchase  Order UCC Financing Statement" shall mean a
   UCC  Financing Statement in standard form executed by Borrower in favor
   of  a  customer and covering only specific component parts or equipment
   constituting  work-in-process  owned  by  such  customer,  for  which a
   purchase order contract has been executed, and as to which the specific
   parts  or  equipment at all times are segregated in Borrower's facility
   as  separate  and  apart  from  any  inventory  or  equipment  owned by
   Borrower.

               1.33 "Records"  shall  mean  all  of Borrower's present and
   future  books  of  account  of  every kind or nature, purchase and sale
   agreements,  invoices, ledger cards, bills of lading and other shipping
   evidence, statements, correspondence, memoranda, credit files and other
   data  relating  to  the Collateral or any account debtor, together with
   the  tapes,  disks, diskettes and other data and software storage media
   and  devices,  file cabinets or containers in or on which the foregoing
   are  stored  (including  any  rights  of  Borrower  with respect to the
   foregoing maintained with or by any other person).

               1.34 "Revolving  Loans"  shall mean advances made by Lender
   to Borrower on a revolving basis under the Line of Credit, as set forth
   in Section 2.1 hereof.

               1.35 "Rights  to  Payment" shall mean all Accounts, General
   Intangibles,  contract  rights,  chattel paper, documents, instruments,
   letters  of credit, bankers acceptances and guaranties, and all present
   and  future  liens,  security  interests,  rights,  remedies, title and
   interest  in,  to  and in respect of Accounts and other Collateral, and
   shall  include  without  limitation,  (a)  rights and remedies under or
   relating  to guaranties, contracts of suretyship, letters of credit and
   credit  and  other  insurance  related to the Collateral, (b) rights of
   stoppage  in  transit,  replevin,  repossession,  reclamation and other
   rights  and  remedies of an unpaid vendor, lienor or secured party, (c)
   goods  described  in invoices, documents, contracts or instruments with
   respect  to, or otherwise representing or evidencing, Accounts or other
   Collateral,  including  without  limitation,  returned, repossessed and
   reclaimed goods, and (d) deposits by and property of account debtors or
   other  persons  securing  the  obligations  of account debtors, monies,
   securities,  credit  balances,  deposits,  deposit  accounts  and other
   property of Borrower now or hereafter held or received by or in transit
   to  Lender or any of its affiliates or at any other depository or other
   institution   from   or  for  the  account  of  Borrower,  whether  for
   safekeeping, pledge, custody, transmission, collection or otherwise.

               1.36 "SSMI  Collateral"  shall  mean  100% of the ownership
   interests in Societe Specialisee dans le Materiel d Imprimerie.

               1.37 "Subordination  Agreement"  shall mean a Subordination
   Agreement  of even date herewith executed by and among Borrower, Lender
   and Gurarantor.

               1.38 "Subordinated  Debt" shall mean the loans evidenced by
   a $3,950,000 note of even date herewith from the Guarantor to Borrower.

               1.39 "Subordinated  Debt  Liens"  shall  mean all liens and
                 security interests given to secure the Subordinated Debt.
<PAGE>
               1.40 "Subordinated   Debt   Documents"   shall   mean   all
   instruments  or  documents  evidencing  the  Subordinated  Debt  or the
   Subordinated Liens.

               1.41 "Support Agreement" shall mean the a Support Agreement
   of even date herewith executed by Guarantor and covering the Term Note.

               1.42 "Tangible  Net  Worth"  shall  mean,  at any time, the
   aggregate of total stockholders  equity plus subordinated debt less any
   intangible assets.

               1.43 "Term  Loan"  shall  mean  the  term loan described in
   Section 2.4 hereof.

               1.44 "Term  Note"  shall  have  the  meaning  set  forth in
   Section 2.4 hereof.

               1.45 "Value"  shall  mean,  as determined by Lender in good
   faith,  with  respect to Inventory, the lower of (a) cost computed on a
   first-in-first-out basis in accordance with GAAP, or (b) market value.

               1.46 "Walnut  Facility"  shall mean the land located at 851
   Walnut Street, Hamilton, Ohio, and all improvements thereon.

               1.47 "Working  Capital"  shall  mean,  at  any  time, total
   current  assets  less  total  current  liabilities. Current liabilities
   shall include the unpaid balance of the Line of Credit Note.

               1.48 "Zerand  Holdback"  shall  mean all rights, titles and
   interests  of Borrower in and to that certain Escrow Agreement ("Escrow
   Agreement") dated April 27, 1998, by and among Valumaco Incorporated, a
   Delaware  corporation,  Borrower  and  Banca Commerciale Intaliana, New
   York  Branch,  as  escrow  agent,  and  the "Deposit" and the "Escrowed
   Funds"  thereunder  (as  defined  therein),  and all rights, titles and
   interests  of  Borrower  in  and  to  that certain "earn out" provision
   (Section  2.5)  of  that certain Sale and Purchase Agreement concerning
   the  Zerand  Division  of Stevens International, Inc., between Borrower
   and Valumaco Incorporated, as buyer;
<PAGE>
   SECTION 2.  CREDIT FACILITIES

               2.1  Line of Credit

                    (a)  Lending  Formula.   Subject to and upon the terms
   and  conditions contained herein, Lender agrees to make Revolving Loans
   (pursuant  to Section 2.1 hereof) and issue Letters of Credit (pursuant
   to  Section  2.2  hereof) under a line of credit (the "Line of Credit")
   from  time  to time in amounts requested by Borrower up to an aggregate
   outstanding  principal  amount  equal to the lesser of: (i) the Maximum
   Amount; or (ii) the sum of:

                         (A)  eighty-five  percent (85%) of the Net Amount
                              of Eligible Accounts; plus

                         (B)  twenty-five  percent  (25%)  of the Value of
                              Eligible Inventory, less

                         (C)  any Availability Reserves.

                    (b)  Reduction of Lending Formula.  Lender may, in its
   discretion,  from  time to time, upon not less than five (5) days prior
   notice  to  Borrower,  (i)  reduce  the lending formula with respect to
   Eligible  Accounts  to  the extent that Lender determines in good faith
   that:  (A)  the  dilution  with  respect to the Accounts for any period
   (based  on  the  ratio  of  (1)  the  aggregate amount of reductions in
   Accounts  other  than  as  a  result  of  payments  in  cash to (2) the
   aggregate  amount of total sales) has increased in any material respect
   or  may  be  reasonably anticipated to increase in any material respect
   above historical levels, or (B) the general creditworthiness of account
   debtors  has  declined, or (ii) reduce the lending formula with respect
   to  Eligible  Inventory  to the extent that Lender determines that: (A)
   the  number of days of the turnover of the Inventory for any period has
   changed  in  any  material respect, or (B) the liquidation value of the
   Eligible  Inventory, or any category thereof, has decreased, or (C) the
   nature  and  quality of the Inventory has deteriorated.  In determining
   whether  to  reduce the lending formula(s), Lender may consider events,
   conditions,  contingencies  or  risks  which  are  also  considered  in
   determining  Eligible  Accounts,  Eligible Inventory or in establishing
   Availability Reserves.

                    (c)  Overadvance.    In the event that the outstanding
   amount  of  any  component of the Loans, or the aggregate amount of the
   outstanding  Loans and Letter of Credit Obligations, exceed the amounts
   available  under  the  lending  formulas,  the sublimits for Letters of
   Credit  set  forth  in  Section  2.2  or  the  Maximum  Line Amount, as
   applicable,  such  event shall not limit, waive or otherwise affect any
   rights  of  Lender  in that circumstance or on any future occasions and
   Borrower shall, upon demand by Lender, which may be made at any time or
   from time to time, immediately repay to Lender the entire amount of any
   such excess(es) for which payment is demanded.

                    (d)  Line  of  Credit  Note.  Borrower's obligation to
   repay  Revolving Loans made under the Line of Credit shall be evidenced
   by a promissory note executed by Borrower, substantially in the form of
   Exhibit B hereto ("Line of Credit Note").
<PAGE>
                    (e)  Reduction  of Maximum Line Amount. Borrower shall
   have  the  right  to  reduce  permanently the Maximum Line Amount in an
   increment  of  $1,000,000  during  the  term of the Line of Credit to a
   Maximum  Line  Amount no less than $3,500,000. Such right hereunder may
   be  exercised only once during the term of the Line of Credit. In order
   to  exercise  such  right,  Borrower shall give Lender thirty (30) days
   prior  written notice of such intent to reduce the Maximum Line Amount,
   and  such  reduction  shall  be effective on the first day of the first
   calendar month following such thirty (30) days.

               2.2  Letters of Credit.

                    (a)  Issuance.    Subject  to,  and upon the terms and
   conditions  contained herein, at the request of Borrower, Lender agrees
   from time to time during the term of this Agreement to issue Letters of
   Credit  for  the  account  of  Borrower containing terms and conditions
   acceptable  to  Lender, provided however that no Letter of Credit shall
   have  an expiration date beyond the maturity date of the Line of Credit
   set forth in Section 11.1 hereof.

                    (b)  Letter of Credit Sublimits.  No Letters of Credit
   shall  be  issued  unless,  on the date of the proposed issuance of any
   Letter of Credit, the Revolving Loans available to Borrower (subject to
   the Maximum Line Amount and Availability Reserves) are equal to 100% of
   the  face  amount  of  such  Letters  of  Credit.    Except in Lender's
   discretion, the amount of all Letter of Credit Obligations shall not at
   any time exceed $2,000,000.

                    (c)  Letter  of  Credit  Agreement.    Each  Letter of
   Credit  shall  be subject to the additional terms and conditions of the
   Letter  of  Credit Agreement and related documents, if any, required by
   Lender  in  connection  with  the  issuance thereof (each, a "Letter of
   Credit Agreement").  Each draft paid by Lender under a Letter of Credit
   shall  be deemed a Revolving Loan under the Line of Credit and shall be
   repaid  by Borrower in accordance with the terms and conditions of this
   Agreement applicable to such Revolving Loans; provided however, that if
   the  Line of Credit is not available, for any reason whatsoever, at the
   time  any  draft  is  paid  by  Lender,  or  if Revolving Loans are not
   available  under  the Line of Credit at such time due to any limitation
   on  borrowings  set  forth  herein,  then the full amount of such draft
   shall  be  immediately due and payable, together with interest thereon,
   from  the date such amount is paid by Lender to the date such amount is
   fully  repaid  by  Borrower,  at  the  rate  of  interest applicable to
   Revolving  Loans.    In  such  event,  Borrower  agrees that Lender, at
   Lender's  sole  discretion,  may  debit Borrower's deposit account with
   Lender for the amount of any such draft.

               2.3  Availability   Reserves.    All  Revolving  Loans  and
   Letters  of  Credit  otherwise  available  to  Borrower pursuant to the
   lending  formula(s) or sublimits, and subject to the Maximum Amount and
   other   applicable  limits  hereunder  shall  be  subject  to  Lender's
   continuing right to establish and revise Availability Reserves.
<PAGE>
               2.4  Term Loan.

                    (a)  Term  Loan.   Subject to the terms and conditions
   of  this  Agreement, Lender hereby agrees to make a loan to Borrower in
   the principal amount of $4,000,000 ("Term Loan"), the proceeds of which
   shall  be used to refinance outstanding indebtedness of Borrower to its
   existing  senior  subordinated  note holders.  Borrower's obligation to
   repay   the   Term  Loan  shall  be  evidenced  by  a  promissory  note
   substantially  in  the form of Exhibit C attached hereto ("Term Note"),
   all terms of which are incorporated herein by this reference.  Lender's
   commitment  to  grant  the  Term  Loan  shall  terminate on the date of
   execution of this Agreement.

                    (b)  Repayment.  The principal amount of the Term Loan
   shall be repaid in accordance with the provisions of the Term Note.

                    (c)  Prepayment.  Borrower may prepay principal on the
   Term  Loan,  at  any  time  and  from  time to time, without premium or
   penalty, solely in accordance with the provisions of the Term Note.

               2.5  Guaranties.  All Indebtedness of Borrower evidenced by
   the  Term Note to Lender pursuant to this Agreement shall be guaranteed
   by Guarantor, and all Indebtedness evidenced by the Line of Credit Note
   pursuant to this Agreement shall be supported by the Support Agreement,
   each, as evidenced by and subject to the terms of guaranties or support
   agreements in form and substance satisfactory to Lender.

               2.6  Subordination  of Debt. All obligations of Borrower to
   Guarantor  shall be subject to the terms of subordination agreements in
   form and substance satisfactory to Lender.

   SECTION 3.  INTEREST AND FEES

               3.1  Interest.     The  outstanding  principal  balance  of
   Revolving  Loans  and  the Term Loan shall bear interest at the rate(s)
   set forth in the Line of Credit Note and the Term Note, respectively.

               3.2  Letter  of  Credit Fees.  Borrower shall pay to Lender
   fees  upon  the issuance or amendment of each Letter of Credit and upon
   the  payment  by  Lender  of  each  draft  under  any  Letter of Credit
   determined  in accordance with Lender's WellsCredit Division's standard
   fees  and  charges in effect at the time any Letter of Credit is issued
   or amended or any draft is paid, including:

                    (a)  a  per  annum letter of credit fee equal to 1.75%
   of  the  face amount of any standby Letter of Credit for each year such
   Letter  of Credit is stated to be outstanding, payable upon issuance of
   such Letter of Credit; and

                    (b)  a  fee  equal  to  1.75% per annum on the average
   daily  amount available to be drawn during each month under outstanding
   commercial  Letters  of  Credit,  which fee shall be due and payable in
   arrears on the first day of each month.
<PAGE>
               3.3  Closing  Fee.    Borrower  shall  pay  to  Lender as a
   closing fee the amount of $37,500 for the loan evidenced by the Line of
   Credit and $40,000 for the loan evidenced by the Term Loan, which shall
   be fully earned as of and payable on the date hereof.

               3.4  Unused Line Fee.  Borrower shall pay to Lender monthly
   an  unused line fee for the Line of Credit equal to a rate per annum of
   three eighths of one percent (.375%) of the amount by which the Maximum
   Line  Amount  exceeds  the  average  daily  principal  balance  of  the
   outstanding Revolving Loans and Letter of Credit Obligations during the
   immediately  preceding  month (or part thereof) while this Agreement is
   in  effect  and for so long thereafter as any of the Revolving Loans or
   Letter  of  Credit  Obligations  are  outstanding,  which  fee shall be
   payable on the first day of each month in arrears.

               3.5  Computation  and Payment.  Interest (and fees computed
   on a per annum basis) shall be computed on the basis of a 360-day year,
   actual  days elapsed.  Interest shall be payable at times and place set
   forth in the Line of Credit Note and the Term Note.


   SECTION 4.  CONDITIONS PRECEDENT

               4.1  Initial Credit.  The obligation of Lender to initially
   extend  the  credit  contemplated  by  this  Agreement  is  subject  to
   the fulfillment to  Lender's  satisfaction  of  all  of  the  following
   conditions:

                    (a)  Approval  of  Lender  Counsel.  All legal matters
   incidental  to  the extension of credit by Lender shall be satisfactory
   to counsel of Lender.

                    (b)  Documentation.    Lender  shall have received, in
   form  and substance satisfactory to Lender, each of the following, duly
   executed:
                       (1)    This Agreement;
                       (2)    The Line of Credit Note;
                       (3)    The Term Note;
                       (4)    Corporate Borrowing Resolution;
                       (5)    The Letter of Credit Agreement;
                       (6)    UCC-1 Financing Statement(s);
                       (7)    Security Agreement(s);
                       (8)    Lock Box Agreement;
                       (9)    All guaranties and support agreements
                              required hereby with such authorizations
                              as Lender shall require from each guarantor.
                       (10)   All subordination agreements required hereby.
                       (11)   Such  other  documents as Lender may require
                              under any other Section of this Agreement.

                    (c)  Financial  Condition.    There shall have been no
   material  adverse  change,  as  determined  by Lender, in the financial
   condition  or  business  of  Borrower  or any Obligor, nor any material
   decline, as determined by Lender, in the market value of any collateral
   required  hereunder  or a substantial or material portion of the assets
   of Borrower or any Obligor.
<PAGE>
                    (d)  Insurance.    Borrower  shall  have  delivered to
   Lender  evidence  of  insurance coverage on all Borrower's property, in
   form,  substance,  amounts,  covering  risks  and  issued  by companies
   satisfactory to Lender, and where required by Lender, with loss payable
   endorsements  in favor of Lender including without limitation, policies
   of  fire  and  extended  coverage  insurance covering all real property
   collateral  required  hereby,  with replacement cost and mortgagee loss
   payable  endorsements,  and such policies of insurance against specific
   hazards  affecting  any  such  real  property  as  may  be  required by
   governmental regulation or Lender.

                    (e)  Title  Insurance.    Lender shall have received a
   standard  form  of  Mortgagee  Policy  of  Title  Insurance,  with such
   endorsements as Lender may require, issued by a company and in form and
   substance  satisfactory  to  Lender,  in  such  amount  as Lender shall
   require,  insuring  Lender's lien on the Belknap Facility in the amount
   of  $750,000, and insuring Lender's lien on the Walnut  Facility in the
   amount  of  $500,000, each to be of the priority set forth in Section 5
   hereof,  subject only to such exceptions as Lender shall approve in its
   discretion, with all costs thereof to be paid by Borrower.

                    (f)  Security  Interests.   Lender shall have received
   evidence, in form and substance satisfactory to Lender, that Lender has
   valid perfected and first priority security interests in and liens upon
   the  Collateral and any other property which is intended to be security
   for  the  Loans  or  the  liability  of any Obligor in respect thereof,
   subject only to the security interests and liens permitted herein or in
   the other Loan Documents.

                    (g)  Field  Review.    Lender  shall  have completed a
   field  review of the Records and such other information with respect to
   the  Collateral  as  Lender  may  require  to  determine  the amount of
   Revolving  Loans  available  to Borrower, the results of which shall be
   satisfactory to Lender.

                    (h)  Other  Documents.  Lender shall have received, in
   form  and  substance  satisfactory  to  Lender,  all consents, waivers,
   acknowledgments  and  other  agreements from third persons which Lender
   may deem necessary or desirable in order to permit, protect and perfect
   its  security  interests  in  and  liens  upon  the  Collateral  or  to
   effectuate  the  provisions or purposes of this Agreement and the other
   Loan   Documents,  including  without  limitation,  acknowledgments  by
   lessors,  mortgagees and warehousemen of Lender's security interests in
   the  Collateral,  waivers  by  such  persons of any security interests,
   liens  or other claims by such persons to the Collateral and agreements
   permitting  Lender  access to, and the right to remain on, the premises
   to  exercise  its  rights  and  remedies  and  otherwise  deal with the
   Collateral.

                    (i)  Opinion.  Lender shall have received, in form and
   substance  satisfactory  to  Lender, such opinion letters of counsel to
   Borrower  with  respect to the Loan Documents and such other matters as
   Lender may request.
<PAGE>
                    (j)  Availability.    Borrower shall have a minimum of
   $500,000  of availability for Revolving Loans in addition to the amount
   paid or to be paid to Borrower's prior lender to retire Borrower's line
   of  credit with such prior lender and bringing all other obligations to
   a current status satisfactory to Lender.

                    (k)  Senior  Subordinated  Debt.  Borrower shall fully
   paid  the outstanding Senior Subordinated Debt contemporaneous with the
   initial advance under the Line of Credit.

                    (l)  New   Subordinated   Debt.  Borrower  shall  have
   received  a  $3,000,000  loan  from  Paul I. Stevens  which shall be on
   terms and conditions,  including  subordination  to  the  Indebtedness,
   satisfactory to Lender.

                    (m)  Letter  of Credit. Lender shall have received and
   approved  a  true  and correct copy of the letters of credit ("Hamilton
   Letters  of  Credit")  furnished  by Cincinnati Industrial Auctioneers,
   Inc.  in connection with its acquistion of the Hamilton Facility, which
   shall be partially assigned to Lender to the extent of $4,000,000.

               4.2  Subsequent  Credit.   The obligation of Lender to make
   each  extension  of  credit  requested  by  Borrower hereunder shall be
   subject  to  the  fulfillment  to  Lender's satisfaction of each of the
   following conditions:

                    (a)  Compliance.    The representations and warranties
   contained  herein and each of the other Loan Documents shall be true on
   and  as of the date of the signing of this Agreement and on the date of
   each  extension  of  credit  by  Lender  pursuant hereto, with the same
   effect  as  though such representations and warranties had been made on
   and as of each such date, and on each such date, no Event of Default as
   defined herein, and no condition, event or act which with the giving of
   notice or the passage of time or both would constitute such an Event of
   Default, shall have occurred and be continuing or shall exist.

                    (b)  Documentation.    Lender  shall have received all
   additional  documents  which  may  be  required in connection with such
   extension of credit.


   SECTION 5.  GRANT OF SECURITY INTEREST

               As  security  for  all  Indebtedness  of Borrower to Lender
   Borrower  grants  to  Lender  liens  and  security  interests  of first
   priority  in  the following property and interests in property, whether
   now owned or hereafter acquired or existing, and wherever located:  all
   Rights  to  Payment,  Inventory,  Equipment  and  Records, the Hamilton
   Facility  and the Belknap Property, and a lien and security interest of
   second  priority  in  the following property and interests in property,
   whether  now  owned  or  hereafter  acquired  or existing, and wherever
   located:    the  Walnut  Facility,,  the  Zerand Holdback, and the SSMI
   Collateral,  and  all products and proceeds of any of the foregoing, in
   any  form,  including  without  limitation,  insurance proceeds and all
   claims  against  third  parties for loss or damage to or destruction of
   any or all of the foregoing.
<PAGE>
               All  of  the foregoing shall be evidenced by and subject to
   the  terms of such documents as Lender shall reasonably require, all in
   form  and  substance  satisfactory to Lender.  Borrower shall reimburse
   Lender, immediately upon demand, for all costs and expenses incurred by
   Lender  in  connection  with  any  of the foregoing security, including
   without limitation filing and recording fees and costs of environmental
   studies, appraisals, audits and title insurance.

   SECTION 6.  COLLECTION AND ADMINISTRATION

               6.1  Cash Collateral Account.

                    (a)  Cash  Collateral  Account.    Borrower  shall, at
   Borrower's  expense  and in the manner requested by Lender from time to
   time, direct that remittances and all other collections and proceeds of
   Accounts  and  other  Collateral  shall  be  deposited  into a lock box
   account maintained in Lender's name.  In connection therewith, Borrower
   shall execute such lockbox agreement as Lender shall require.  Borrower
   shall  maintain  with  Lender,  and  Borrower hereby grants to Lender a
   security interest in, a non-interest bearing deposit account over which
   Borrower  shall  have  no  control ("Cash Collateral Account") and into
   which  the  proceeds  of  all  Borrower's  Rights  to  Payment shall be
   deposited immediately upon their receipt.

                    (b)  Calculations.    For   purposes   of  calculating
   interest  on  the Line of Credit, such payments or other funds received
   will  be  applied  (conditional  upon  final collection) as a principal
   reduction  on  the  Line  of Credit two (2) Business Days following the
   date  of  receipt  by Lender's WellsCredit Division of the inter-branch
   advice of deposit that such payments or other funds have been deposited
   in the Cash Collateral Account.  For purposes of calculating the amount
   of  the  Revolving  Loans  available  to Borrower such payments will be
   applied  (conditional  upon  final collection) to the Line of Credit on
   the  Business  Day  of  receipt  by  the  WellsCredit Division, if such
   advices  are  received  within  sufficient  time  (in  accordance  with
   Lender's  usual and customary practices as in effect from time to time)
   to  credit Borrower's loan account on such day, and if not, then on the
   next Business Day.

                    (c)  Immediate  Deposit.    Borrower  and  all  of its
   affiliates,  subsidiaries, shareholders, directors, employees or agents
   shall,  acting  as  trustee  for  Lender,  receive,  as the property of
   Lender,  any  monies,  checks,  notes,  drafts,  or  any  other payment
   relating  to and/or proceeds of Accounts or other Collateral which come
   into  their  possession  or  under  their  control and immediately upon
   receipt thereof, shall deposit or cause the same to be deposited in the
   Cash  Collateral  Account,  or  remit  the same or cause the same to be
   remitted, in kind, to Lender.  In no event shall the same be commingled
   with Borrower's own funds.
<PAGE>
               6.2  Statements.    Lender  shall  render  to Borrower each
   month  a  statement  setting  forth  the  balance  in  Borrower's  loan
   account(s) maintained by Lender for Borrower pursuant to the provisions
   of  this  Agreement,  including  principal,  interest,  fees, costs and
   expenses.     Each  such  statement  shall  be  subject  to  subsequent
   adjustment by Lender but shall, absent manifest errors or omissions, be
   considered  correct  and  deemed  accepted by Borrower and conclusively
   binding  upon  Borrower  as an account stated except to the extent that
   Lender  receives  a  written  notice  from  Borrower  of  any  specific
   exceptions  of  Borrower  thereto within sixty (60) days after the date
   such  statement  has  been mailed by Lender.  Until such time as Lender
   shall  have rendered to Borrower a written statement as provided above,
   the balance in Borrower's loan account(s) shall be presumptive evidence
   of the amounts due and owing to Lender by Borrower.

               6.3  Payments.    All  amounts  due  under  any of the Loan
   Documents  shall  be payable to the Cash Collateral Account as provided
   in  Section 6.1 hereof or such other place as Lender may designate from
   time  to  time.    Lender may apply payments received or collected from
   Borrower or for the account of Borrower (including, without limitation,
   the  monetary  proceeds  of  collections  or  of  realization  upon any
   Collateral)  to  such  of  the  Loans, whether or not then due, in such
   order  and  manner  as  Lender  determines.    At  Lender's option, all
   principal,  interest,  fees, costs, expenses and other charges provided
   for  in  this  Agreement  or  the  other  Loan Documents may be charged
   directly  to  the loan account(s) of Borrower.  Borrower shall make all
   payments  due  Lender  free  and  clear  of,  and  without deduction or
   withholding  for  or  on account of, any setoff, counterclaim, defense,
   duties,   taxes,   levies,   imposts,  fees,  deductions,  withholding,
   restrictions  or  conditions  of  any  kind.    If after receipt of any
   payment of, or proceeds of Collateral applied to the payment of, any of
   Borrower's  obligations  to  Lender  under  this  Agreement,  Lender is
   required  to surrender or return such payment or proceeds to any person
   or entity for any reason, then the obligations intended to be satisfied
   by  such  payment or proceeds shall be reinstated and continue and this
   Agreement shall continue in full force and effect as if such payment or
   proceeds  had not been received by Lender.  Borrower shall be liable to
   pay  to  Lender, and does hereby indemnify and hold Lender harmless for
   the  amount  of any payments or proceeds surrendered or returned.  This
   Section  6.3 shall remain effective notwithstanding any contrary action
   which may be taken by Lender in reliance upon such payment or proceeds.
   This  Section  6.3  shall survive the payment of Borrower's obligations
   under the Loan Documents and the termination of this Agreement.
<PAGE>
               6.4  Use  of  Proceeds.    Borrower  shall  use the initial
   proceeds  of  the  Loans  provided by Lender to Borrower hereunder only
   for:    (a)  payments to each of the persons listed in the disbursement
   order  furnished by Borrower to Lender on or about the date hereof; and
   (b)  costs,  expenses  and  fees  in  connection  with the preparation,
   negotiation,  execution  and  delivery  of this Agreement and the other
   Financing  Agreements.    All  other  Loans  made  or Letters of Credit
   provided  by Lender to Borrower pursuant to the provisions hereof shall
   be  used  by  Borrower  only for general operating, working capital and
   other proper corporate purposes of Borrower not otherwise prohibited by
   the  terms  of  this  Agreement.    None  of the proceeds will be used,
   directly  or  indirectly, for the purpose of purchasing or carrying any
   margin  security  or  for  the  purposes  of  reducing  or retiring any
   indebtedness  which  was  originally  incurred to purchase or carry any
   margin  security  or for the any other purpose which might cause any of
   the  Loans  to  be  considered a "purpose credit" within the meaning of
   Regulation  U  of the Board of Governors of the Federal Reserve System,
   as amended.


   SECTION 7.  REPRESENTATIONS AND WARRANTIES

               Borrower makes the following representations and warranties
   to  Lender,  which  representations  and  warranties  shall survive the
   execution of this Agreement and shall continue in full force and effect
   until  the  full  and final payment, and satisfaction and discharge, of
   all obligations of Borrower to Lender subject to this Agreement.

               7.1     Legal  Status.    Borrower  is  a  corporation duly
   organized and existing and in good standing under the laws of the State
   of  Delaware,  and  is  qualified or licensed to do business, and is in
   good   standing  as  a  foreign  corporation,  if  applicable,  in  all
   jurisdictions  in  which such qualification or licensing is required or
   in  which  the  failure to so qualify or to be so licensed could have a
   material adverse effect on Borrower.

               7.2  Authorization  and  Validity.  The Loan Documents have
   been  duly  authorized,  and  upon  their  execution  and  delivery  in
   accordance  with the provisions hereof will constitute legal, valid and
   binding  agreements  and  obligations  of  Borrower  or the party which
   executes  the  same,  enforceable  in  accordance with their respective
   terms.

               7.3  No Violation.  The execution, delivery and performance
   by  Borrower of each of the Loan Documents do not violate any provision
   of   any  law  or  regulation,  or  contravene  any  provision  of  the
   Certificate  of  Incorporation  or  By-Laws of Borrower, or result in a
   breach of or default under any contract, obligation, indenture or other
   instrument  to  which  Borrower  is a party or by which Borrower may be
   bound.

               7.4  No  Claims.    There are no pending, or to the best of
   Borrower's knowledge threatened, actions, claims, investigations, suits
   or  proceedings before any governmental  authority,  arbitrator,  court
   or administrative agency  which  may  adversely  affect  the  financial
   condition  or  operation  of  Borrower  other  than  those disclosed by
   Borrower to Lender in the Information Certificate.
<PAGE>
               7.5  Correctness  of  Financial  Statement.   The financial
   statement  of  Borrower  dated  April 30, 1998, heretofore delivered by
   Borrower to Lender presents fairly the financial condition of Borrower;
   discloses all liabilities of Borrower that are required to be reflected
   or  reserved  against  under  GAAP, whether liquidated or unliquidated,
   fixed or contingent; and has been prepared in accordance with generally
   accepted accounting principles consistently applied.  Since the date of
   such  financial  statement there has been no material adverse change in
   the  financial  condition  of  Borrower,  nor  has  Borrower mortgaged,
   pledged  or  granted  a  security  interest in or encumbered any of its
   assets  or  properties  except  as  disclosed  by Borrower to Lender in
   writing  in  the  Information  Certificate  or  as  permitted  by  this
   Agreement.

               7.6  Income  Tax  Returns.    Except  as  set  forth in the
   Information  Certificate,  Borrower  has  no  knowledge  of any pending
   assessments  or  adjustments  of its income tax payable with respect to
   any year.

               7.7  No  Subordination.   There is no agreement, indenture,
   contract  or  instrument  to  which  Borrower  is  a  party or by which
   Borrower  may  be  bound  that  requires  the subordination in right of
   payment  of  any of Borrower's obligations subject to this Agreement to
   any other obligation of Borrower.

               7.8  Permits,  Franchises.    Borrower  possesses, and will
   hereafter  possess, all permits, memberships, franchises, contracts and
   licenses  required  and  rights to all trademarks, trade names, if any,
   patents,  and  fictitious  names  necessary to enable it to conduct the
   business in which it is now engaged in compliance with applicable law.

               7.9  ERISA.  Except to the extent described in Schedule 7.9
   herein,  Borrower  is  in  compliance in all material respects with all
   applicable provisions of the Employee Retirement Income Security Act of
   1974,  as  amended  or recodified from time to time ("ERISA"); Borrower
   has  not violated any provision of any defined employee pension benefit
   plan  (as  defined  in  ERISA) maintained or contributed to by Borrower
   (each,  a "Plan"); no Reportable Event as defined in ERISA has occurred
   and  is  continuing  with  respect  to  any Plan initiated by Borrower;
   Borrower  has  met  its  minimum  funding requirements under ERISA with
   respect to each Plan; and each Plan will be able to fulfill its benefit
   obligations  as they come due in accordance with the Plan documents and
   under generally accepted accounting principles.

               7.10 Other  Obligations.  Borrower is not in default on any
   obligation  for  borrowed  money,  any purchase money obligation or any
   other material lease, commitment, contract, instrument or obligation.
<PAGE>
               7.11 Environmental   Matters.    Except   as  disclosed  by
   Borrower  to Lender in writing prior to the date hereof, Borrower is in
   compliance  in  all  material  respects  with all applicable Federal or
   state  environmental,  hazardous  waste, health and safety statutes and
   any  rules  or  regulations  adopted  pursuant thereto, which govern or
   affect  any  of  Borrower's  operations  and/or  properties,  including
   without   limitation,   the   Comprehensive   Environmental   Response,
   Compensation  and  Liability  Act of 1980, the Superfund Amendments and
   Reauthorization  Act  of  1986,  the  Federal Resource Conservation and
   Recovery  Act of 1976, and the Federal Toxic Substances Control Act, as
   any  of  the same may be amended, modified or supplemented from time to
   time.  None of the operations of Borrower is the subject of any Federal
   or state investigation evaluating whether any remedial action involving
   a  material  expenditure is needed to respond to a release of any toxic
   or  hazardous waste or substance into the environment.  Borrower has no
   material  contingent  liability  in  connection with any release of any
   toxic or hazardous waste or substance into the environment.

               7.12 Real  Property  Collateral.    Except  as disclosed by
   Borrower to Lender in writing prior to the date hereof, with respect to
   any real property Collateral required hereby:

                    (a)  All  taxes,  governmental  assessments, insurance
   premiums,  and  water,  sewer and municipal charges, and rents (if any)
   which previously became due and owing in respect thereof have been paid
   as of the date hereof.

                    (b)  There  are  no  mechanics'  or  similar  liens or
   claims which have been filed for work, labor or material (and no rights
   are  outstanding that under law could give rise to any such lien) which
   affect  all  or any interest in any such real property and which are or
   may be prior to or equal to the lien thereon in favor of Lender.

                    (c)  There is no pending, or to the best of Borrower's
   knowledge  threatened, proceeding for the total or partial condemnation
   of all or any portion of any such real property.

   SECTION 8.  AFFIRMATIVE COVENANTS

               Borrower covenants that so long as Lender remains committed
   to extend credit to Borrower pursuant to the terms  of  this  Agreement
   or any   liabilities  (whether  direct  or  contingent,  liquidated  or
   unliquidated)  of  Borrower  to  Lender under any of the Loan Documents
   remain  outstanding,  and  until  payment in full of all obligations of
   Borrower subject hereto, Borrower shall:

               8.1  Punctual  Payments.    Punctually  pay  all principal,
   interest, fees or other liabilities due under any of the Loan Documents
   at  the  times  and  place  and  in  the  manner specified therein, and
   immediately  upon  demand  by Bank, the amount by which the outstanding
   principal   balance   of   Revolving  Loans  and/or  Letter  of  Credit
   Obligations at any time exceeds any limitation applicable thereto.
<PAGE>
               8.2  Records  and  Premises.    Maintain  proper  books and
   records  in  which  true  and  complete  entries  shall  be made of all
   dealings  or  transactions  of  or  in  relation  to Collateral and the
   business  of  Borrower  in  accordance with GAAP.  From time to time as
   requested  by Lender, at the cost and expense of Borrower, allow Lender
   or  its  designee  complete access to all of Borrower's premises during
   normal  business hours and after notice to Borrower, or at any time and
   without  notice  to  Borrower  if  an  Event  of  Default exists or has
   occurred  and  is continuing, for the purposes of inspecting, verifying
   and  auditing  the  Collateral and all of Borrower's books and records,
   including,  without  limitation,  the  Records, and promptly furnish to
   Lender  such  copies of such books and records or extracts therefrom as
   Lender  may  request,  and allow Lender during normal business hours to
   use  such  of Borrower's personnel, equipment, supplies and premises as
   may  be  reasonably  necessary  for  the  foregoing, and if an Event of
   Default exists or has occurred and is continuing, for the collection of
   Accounts and realization of other Collateral.

               8.3  Collateral  Reporting.   Borrower shall provide Lender
   with the following documents in a form satisfactory to Lender: 

                    (a)  on  a  regular  basis  as  required  by Lender, a
   schedule of Accounts, including without limitation, daily sales, credit
   and adjustment journals and cash receipts;

                    (b)  on  or before the 5th day after and as of the end
   of  each  week,  (i)  perpetual  inventory  reports, and (ii) inventory
   reports by category;

                    (c)  upon  Lender's  request,  (i)  copies of customer
   statements and credit memos, remittance advices and reports, and copies
   of  deposit  slips  and  bank  statements,  (ii) copies of shipping and
   delivery  documents,  and (iii) copies of purchase orders, invoices and
   delivery documents for Inventory and Equipment acquired by Borrower; 

                    (d)  on or before the 10th day after and as of the end
   of each month (or more frequently as Lender may request), (i) agings of
   accounts receivable,  and (ii) agings of accounts payable;

                    (e)  upon  Lender's  request,  Borrower  shall, at its
   expense,  no more than once in any twelve (12) month period, but at any
   time  or  times  as Lender may request on or after an Event of Default,
   deliver  or  cause  to  be  delivered  to  Lender  written  reports  or
   appraisals  as  to  the  Collateral  in  form,  scope  and  methodology
   acceptable  to  Lender  and  by  an  appraiser  acceptable  to  Lender,
   addressed  to  Lender  or  upon  which Lender is expressly permitted to
   rely; and

                    (f)  such other reports as to the Collateral as Lender
   shall  request  from time to time.  If any of Borrower's records of the
   Collateral  are  prepared  or  maintained  by  an  accounting  service,
   contractor,   shipper  or  other  agent,  Borrower  hereby  irrevocably
   authorizes  such  service, contractor, shipper or agent to deliver such
   records,  reports,  and  related  documents  to  Lender  and  to follow
   Lender's instructions with respect to further services at any time that
   an Event of Default exists or has occurred and is continuing.
<PAGE>
               8.4  Financial  Statements.    Provide to Lender all of the
   following, in form and detail satisfactory to Lender:

                    (a)  not  later  than ninety (90) days after and as of
   the end of each fiscal year the audited consolidated balance sheets and
   certified  consolidating worksheets of Borrower and its subsidiaries as
   at  the  end  of  such  year  and  the  audited  consolidated operating
   statements  of Borrower and its subsidiaries as at the end of such year
   (showing  income,  expenses and surplus), setting forth in each case in
   comparative  form  figures  for  the previous fiscal year, all prepared
   in  accordance   with  generally  accepted  accounting  principles  and
   accompanied  by  an  opinion  acceptable  to  Lender  of an independent
   certified  public  accountant acceptable to Lender; and within ten (10)
   days  after  filing, but in no event later than each October 10, copies
   of Borrower's filed Federal income tax returns for such year;

                    (b)  not  later  than twenty (20) days after and as of
   the  end  of  each  month,  the  consolidated and consolidating balance
   sheets of Borrower and its subsidiaries as at the end of such month and
   the consolidated and consolidating operating statements of Borrower and
   its  subsidiaries  for such month (showing income, expenses and surplus
   for such month and for the period from the beginning of the fiscal year
   to  the  end  of such month), all prepared in accordance with generally
   accepted  accounting  principles,  certified by the principal financial
   officer of Borrower;

                    (c)  not  later  than thirty (30) days after and as of
   the  end  of each calendar year, a financial statement of each Obligor,
   prepared  in  accordance with generally accepted accounting principles,
   certified  by each such Obligor, and within ten (10) days after filing,
   but  in  no  event later than each October 10, copies of each Obligor's
   filed Federal income tax returns for such year;

                    (d)  contemporaneously  with  each  annual and monthly
   financial  statement  of Borrower required hereby, a certificate of the
   president  or  chief  financial  officer of Borrower that the financial
   statements  delivered  pursuant  thereto  fairly  present the financial
   condition of the Borrower and that there exists no Event of Default nor
   any  condition,  act  or  event  which with the giving of notice or the
   passage of time or both would constitute an Event of Default; and

                    (e)  as  soon  as  practicable and in any event by the
   last day of each fiscal year of Borrower, a plan and financial forecast
   for   Borrower's  next   succeeding   fiscal  year  including,  without
   limitation,  (1)  a  forecasted  balance sheet, statement of income and
   statement  of  cash  flows for such fiscal year, (2) forecasted balance
   sheets,  statements  of  income  and  statements of cash flows for each
   fiscal  month  of  such  fiscal  year;  and as soon as practicable, all
   material  amendments, updates and revisions, if any, to the information
   provided pursuant to this paragraph; and
<PAGE>
                    (f)  not   later  than  five  (5)  days  after  filing
   thereof, copies of all proxy statements, financial statements, reports,
   and  notices  sent  or  made  available  generally  by  Borrower to its
   security  holders  or  to  any  holders  of  its  debt and all regular,
   periodic  and  special  reports,  and all registration statements filed
   with the Securities and Exchange Commission or a governmental authority
   that  may  be  substituted  therefor,  or  with any national securities
   exchange; and

                    (g)  from  time  to  time  such  other  information as
   Lender  may  reasonably request, which may include, without limitation,
   budgets,  forecasts,  projections  and other information respecting the
   Collateral and the business of Borrower.

               8.5  Compliance.    Preserve  and  maintain  all  licenses,
   permits,  governmental  approvals,  rights,  privileges  and franchises
   necessary  for  the  conduct  of  its  business;  and  comply  with the
   provisions  of  all  documents  pursuant to which Borrower is organized
   and/or  which  govern  Borrower's  continued  existence  and  with  the
   requirements  of  all  laws,  rules,  regulations  and  orders  of  any
   governmental authority applicable to Borrower or its business.

               8.6  Insurance.    Maintain  and keep in force insurance of
   the  types  and  in  amounts  customarily  carried in lines of business
   similar  to  Borrower's,  including  but  not limited to fire, extended
   coverage,  public liability, property damage and workers' compensation,
   carried  with  companies  and  in  amounts  satisfactory to Lender, and
   deliver  to  Lender  from  time  to  time at Lender's request schedules
   setting  forth all insurance then in effect.  At its option, Lender may
   apply any insurance proceeds received by Lender at any time to the cost
   of  repairs  or  replacement  of  Collateral  and/or  to payment of the
   Borrower's  Obligations  to Lender under this Agreement, whether or not
   then  due,  in  any order and in such manner as Lender may determine or
   hold such proceeds as cash collateral for such Obligations.

               8.7  Facilities.   Keep all Borrower's properties useful or
   necessary to Borrower's business in good repair and condition, and from
   time  to time make necessary repairs, renewals and replacements thereto
   so  that Borrower's properties shall be fully and efficiently preserved
   and maintained.

               8.8  Taxes  and  Other Liabilities.  Pay and discharge when
   due  any and all indebtedness, obligations, assessments and taxes, both
   real  or  personal,  including  without  limitation,  Federal and state
   income taxes and state and local property taxes and assessments, except
   such  (a)  as  Borrower may in good faith contest or as to which a bona
   fide  dispute may arise, and (b) for which Borrower has made provision,
   to  Lender's  satisfaction,  for  eventual payment thereof in the event
   Borrower is obligated to make such payment.

               8.9  Litigation.  Promptly give notice in writing to Lender
   of  any  litigation  pending  or threatened in writing against Borrower
   with a claim in excess of $50,000.
<PAGE>
               8.10 Financial  Condition.    Maintain Borrower's financial
   condition as follows:

                    (a) Working Capital not at any time less
                        than $2,700,000.

                    (b) Tangible Net Worth not at any time less
                        than - $500,000.

                    (c) Capital expenditures, inclusive of
                        capitalized lease expenditures, not greater
                        than depreciation in any fiscal year.

               8.11 Notice to Lender.  Promptly (but in no event more than
   five  (5)  days after the occurrence of each such event or matter) give
   written  notice  to Lender in reasonable detail of:  (a) the occurrence
   of  any Event of Default, or any condition, event or act which with the
   giving  of  notice or the passage of time or both would constitute such
   an  Event  of  Default; (b) the occurrence and nature of any Reportable
   Event  or  Prohibited  Transaction,  each  as  defined in ERISA, or any
   funding deficiency with respect to any Plan; and (c) any termination or
   cancellation  of  any  insurance  policy  which Borrower is required to
   maintain,  or any loss through liability or property damage, or through
   fire,  theft or any other cause affecting Borrower's property.  Provide
   not  less  than  thirty (30) days prior written notice to Lender of any
   change in the name or the organizational structure of Borrower.

               8.12 Further  Assurances.   At the request of Lender at any
   time  and  from  time to time, duly execute and deliver, or cause to be
   duly  executed  and  delivered,  such further agreements, documents and
   instruments,  and  do  or  cause to be done such further acts as may be
   necessary  or  proper  to  evidence,  perfect, maintain and enforce the
   security  interests  and  the priority thereof in the Collateral and to
   otherwise  effectuate  the  provisions or purposes of this Agreement or
   any  of the other Loan Documents, at Borrower's expense.  Lender may at
   any time and from time to time request a certificate from an officer of
   Borrower  representing  that  all conditions precedent to the making of
   Revolving  Loans  and  issuing  Letters  of Credit contained herein are
   satisfied.   In the event of such request by Lender, Lender may, at its
   option,  cease  to  make  any  further  Revolving  Loans or provide any
   further  Letters  of  Credit until Lender has received such certificate
   and,  in  addition,  Lender  has  determined  that  such conditions are
   satisfied.    Where permitted by law, Borrower hereby authorizes Lender
   to execute and file one or more UCC financing statements signed only by
   Lender.
<PAGE>
               8.13 Year  2000  Covenant.  Borrower  agrees to perform all
   acts  reasonably necessary to ensure that (a) Borrower and any business
   in  which Borrower holds a substantial interest, and (b) all customers,
   suppliers  and vendors that are material to Borrower's business, become
   Year  2000  Compliant  in  a  timely  manner.  Such acts shall include,
   without limitation, performing a comprehensive review and assessment of
   all  of  Borrower's systems and adopting a detailed plan, with itemized
   budget,  for  the  remediation, monitoring and testing of such systems.
   As  used  herein,  "Year  2000  Compliant" shall mean, in regard to any
   entity,  that  all  software,  hardware,  firmware, equipment, goods or
   systems utilized by or material to the business operations or financial
   condition   of  such  entity,  will  properly  perform  date  sensitive
   functions  before,  during  and  after  the year 2000.  Borrower shall,
   immediately  upon request, provide to Bank such certifications or other
   evidence  of  Borrower's  compliance  with the terms hereof as Bank may
   from time to time require.

               8.14 Hamilton  Letters  of Credit.  Borrower agrees to draw
   in  full  on  the  Hamilton  Letters of Credit in the event Borrower is
   entitled to make such draw under the terms thereof.

   SECTION 9.  NEGATIVE COVENANTS

               Borrower  further  covenants that so long as Lender remains
   committed  to  Borrower  pursuant to the terms of this Agreement or any
   liabilities  (whether direct or contingent, liquidated or unliquidated)
   of   Borrower  to  Lender  under  any  of  the  Loan  Documents  remain
   outstanding,  and  until payment in full of all obligations of Borrower
   subject  hereto,  Borrower  will not without the Lender's prior written
   consent:

               9.1  Other  Indebtedness.   Create, incur, assume or permit
   to  exist  any  indebtedness  or liabilities resulting from borrowings,
   loans  or advances, whether secured or unsecured, matured or unmatured,
   liquidated or unliquidated, joint or several, except the liabilities of
   Borrower  to  Lender  and any other liabilities of Borrower existing as
   of,  and  disclosed  to  Lender  prior  to,  the  date  hereof  in  the
   Information  Certificate.   Notwithstanding the foregoing, Borrower may
   finance  Accounts  which  Lender  excludes  from Eligible Accounts with
   Lender's  consent,  such  consent  not  to be unreasonably  withheld or
   delayed,  upon  ten  (10)  days  prior  written notice to Lender, which
   notice  shall  include  a  copy  of  the  proposed  financing,  and the
   underlying contract pertaining to such proposed financed Account.


               9.2  Merger, Consolidation, Transfer of Assets.  Merge into
   or   consolidate  with  any  corporation  or  other  entity;  make  any
   substantial  change  in  the  conduct or nature of Borrower's business;
   acquire  all  or  substantially all of the assets of any corporation or
   other  entity; nor sell, lease, transfer or otherwise dispose of all or
   a  substantial  or  material  part of its assets except in the ordinary
   course  of  business and except for the sales of the Hamilton Facility,
   the Walnut Facility, and the SSMI Collateral.
<PAGE>
               9.3  Guaranties.   Guarantee or become liable in any way as
   surety,  endorser (other  than  as  endorser  of negotiable instruments
   for  deposit  or  collection  in  the  ordinary  course  of  business),
   accommodation  endorser or otherwise for, nor pledge or hypothecate any
   assets  of  Borrower as security for, any liabilities or obligations of
   any  other  person  or  entity,  except as disclosed in the Information
   Certificate.

               9.4  Loans,  Advances,  Investments.    Make  any  loans or
   advances to or investments in any Person.

               9.5  Dividends, Distributions.  Declare or pay any dividend
   or  distribution  either  in  cash,  stock  or  any  other  property on
   Borrower's  stock  now  or  hereafter  outstanding; nor redeem, retire,
   repurchase  or  otherwise acquire any shares of any class of Borrower's
   stock now or hereafter outstanding.

               9.6  Pledge  of  Assets.  Mortgage, pledge, grant or permit
   to exist a security interest in, or lien upon, any of its assets of any
   kind,  now  owned or hereafter acquired, except any of the foregoing in
   favor  of  Lender,  a  security interest in favor of Guarantor covering
   certain  assets  of  Borrower  as  described  in  the Subordinated Debt
   Documents,  and  except  as  set  forth in the Information Certificate.
   Notwithstanding  the  foregoing,  Borrower  may  execute and deliver to
   customers  of  Borrower  a  Purchase Order UCC Financing Statement with
   Lender's  consent,  such  consent not to be unreasonably withheld, upon
   ten  (10)  days  prior  written  notice  to  Lender, which notice shall
   include  a  copy of the proposed Purchase Order UCC Financing Statement
   and  the  underlying  contract  to  such  proposed  Purchase  Order UCC
   Financing Statement.

               9.7  New Collateral Location.  Open any new location unless
   Borrower  (a) gives Lender thirty (30) days prior written notice of the
   intended  opening  of  any  such  new  location,  and  (b) executes and
   delivers,  or  causes  to  be  executed  and  delivered, to Lender such
   agreements,  documents,  and  instruments as Lender may deem reasonably
   necessary  or  desirable  to protect its  interests  in  the Collateral
   at  such   location,  including  without  limitation,  UCC-1  financing
   statements.


   SECTION 10. EVENTS OF DEFAULT

               10.1 Events  of  Default.    The  occurrence  of any of the
   following shall constitute an "Event of Default" under this Agreement:

                    (a)  B o r rower  shall  fail  to  pay  when  due  any
   principal,  interest,  fees  or  other amounts payable under any of the
   Loan Documents.

                    (b)  Any financial statement or certificate (including
   the Information Certificate) furnished to Lender in connection with, or
   any  representation  or  warranty  made  by Borrower or any other party
   under  this  Agreement  or  any  other  Loan Document shall prove to be
   incorrect,  false  or misleading in any material respect when furnished
   or made.
<PAGE>
                    (c)  Any  other  default  in  the  performance  of  or
   compliance  with any obligation, agreement or other provision contained
   in this Agreement.

                    (d)  Any  default in the payment or performance of any
   obligation,  or  any  defined  event of default, under the terms of any
   contract  or instrument (other than any of the Loan Documents) pursuant
   to  which  Borrower  or  any  Obligor  has  incurred  any debt or other
   liability  to  any  person  or  entity, including Lender, including the
   Subordinated  Debt  Documents,  and,  if the debt or other liability is
   owed to a party other than Lender, the amount thereof exceeds $50,000.

                    (e)  Any  default in the payment or performance of any
   obligation,  or  any  defined  event  of default, under any of the Loan
   Documents  other  than  this  Agreement,  and  the  expiration  of  any
   applicable grace period thereunder.

                    (f)  The  filing  of a notice of judgment lien against
   Borrower  or  any Obligor; or the recording of any abstract of judgment
   against Borrower or any Obligor in any county in which Borrower or such
   Obligor has an interest in real property; or the service of a notice of
   levy  and/or  of  a  writ  of  attachment  or  execution, or other like
   process, against the assets of Borrower or any Obligor; or the entry of
   a  judgment against Borrower or any Obligor; and with respect to any of
   the foregoing, the amount in dispute is in excess of $50,000.

                    (g)  Borrower  or  any Obligor shall become insolvent,
   or  shall  suffer  or  consent  to  or  apply  for the appointment of a
   receiver,  trustee,  custodian  or  liquidator  of itself or any of its
   property,  or shall generally fail to pay its debts as they become due,
   or  shall  make  a  general  assignment  for  the benefit of creditors;
   Borrower  or any Obligor shall file a voluntary petition in bankruptcy,
   or  seeking  reorganization,  in  order  to  effect  a  plan  or  other
   arrangement  with  creditors  or  any other relief under the Bankruptcy
   Reform  Act,  Title  11  of  the  United  States  Code,  as  amended or
   recodified from time to time ("Bankruptcy Code"), or under any state or
   federal  law  granting  relief  to debtors, whether now or hereafter in
   effect;  or  any  involuntary  petition  or  proceeding pursuant to the
   Bankruptcy  Code  or any other applicable state or federal law relating
   to  bankruptcy,  reorganization or other relief for debtors is filed or
   commenced against Borrower or any Obligor and the same is not dismissed
   within  thirty  (30)  days,  or  Borrower  or any Obligor shall file an
   answer  admitting  the  jurisdiction  of  the  court  and  the material
   allegations  of  any  involuntary  petition; or Borrower or any Obligor
   shall  be  adjudicated  a  bankrupt,  or  an  order for relief shall be
   entered  by  any  court  of competent jurisdiction under the Bankruptcy
   Code  or  any  other  applicable  state  or  federal  law  relating  to
   bankruptcy, reorganization or other relief for debtors.

                    (h)  There shall exist or occur any event or condition
   which Lender in good faith believes impairs, or is substantially likely
   to  impair,  the  prospect of payment or performance by Borrower of its
   obligations under any of the Loan Documents.
<PAGE>
                    (i)  The   death   or   incapacity  of  any  guarantor
   hereunder.   The dissolution or liquidation of Borrower; or Borrower or
   any  such guarantor or any of their directors, stockholders or members,
   shall  take  action seeking to effect the dissolution or liquidation of
   Borrower.

                    (j)  Any  change  in ownership during the term of this
   Agreement  of  an  aggregate of twenty-five percent (25%) or more (in a
   single  transaction  or  in  a  series  of related transactions) of the
   Series Preferred B Stock of Borrower.

                    (k)  Any Obligor revokes or terminates (or attempts or
   purports  to  revoke  or terminate) its guarantee, endorsement or other
   agreement  in  favor  of  Lender.    Any creditor of Borrower which has
   executed  a  subordination in favor of Lender revokes or terminates (or
   attempts or purports to revoke or terminate) such subordination.

                    (l)  The  indictment   or   threatened  indictment  of
   Borrower  or any Obligor under any criminal statute, or commencement or
   threatened  commencement  of  criminal  or  civil  proceedings  against
   Borrower  or  any Obligor, pursuant to which statute or proceedings the
   penalties  or remedies sought or available include forfeiture of any of
   the property of Borrower or such Obligor.

                    (m)  Any  member of Borrower's Senior Management shall
   cease, for any reason, to be employed by Borrower on a full-time basis.
   Senior Management means Paul I. Stevens and Richard I. Stevens.

                    (n)  The  sale, transfer, hypothecation, assignment or
   encumbrance,  whether  voluntary,  involuntary  or by operation of law,
   without  Lender's  prior  written  consent,  of  all  or any part of or
   interest  in  any  real  property Collateral required hereby, except as
   permitted in this Agreement.

               10.2 Remedies.

                    (a)  Generally.If  an  Event  of  Default shall occur,
   (a)  any  indebtedness of Borrower under any of the Loan Documents, any
   term  thereof to the contrary notwithstanding, shall at Lender's option
   and   without   notice  become  immediately  due  and  payable  without
   presentment,  demand, protest or notice of dishonor, notice of default,
   notice  of  intent  to  accelerate  the  maturity  thereof,  notice  of
   acceleration  of the maturity thereof, or other notice of any kind, all
   of  which  are hereby expressly waived by Borrower; (b) the obligation,
   if  any,  of  Lender  to  permit  further  borrowings  hereunder  shall
   immediately  cease and terminate; and (c) Lender shall have all rights,
   powers  and  remedies  available  under  each of the Loan Documents, or
   accorded  by  law,  including without limitation the right to resort to
   any  or  all  security for any credit accommodation from Lender subject
   hereto  and  to  exercise  any or all of the rights of a beneficiary or
   secured  party  pursuant  to  applicable  law.   All rights, powers and
   remedies of Lender in connection with each of the Loan Documents may be
   exercised  at  any  time  by  Lender  and  from  time to time after the
   occurrence  of  an  Event of Default, are cumulative and not exclusive,
   and  shall  be  in  addition  to  any  other rights, powers or remedies
   provided by law or equity.
<PAGE>
                    (b)  Notice  and  Cure. Notwithstanding the foregoing,
   upon  the  occurrence  of an Event of Default under Sections 10.1(b) or
   10.1(c),  or  a breach of Section 8.10, if Borrower shall have provided
   written  notice  of same to Lender,  thereupon, Borrower shall have ten
   (10) days from the date of such notice in which to cure same.

                    (c)  Notice  of  Certain  Conditions.  Notwithstanding
   the  foregoing,  upon  the occurrence of an event described in Sections
   10.1(h),  (j),  (k),  (l), or (m), Borrower shall have two (2) Business
   Days  from the date of written notice from Lender in which to cure same
   before  such  event constitutes an Event of Default; provided, Borrower
   shall  immediately  notify  Lender  in writing of an event described in
   Sections  10.1, (j), (k), (l), or (m), otherwise, Borrower shall not be
   entitled to any cure period under this subsection.

               10.3 Right  of Setoff.  Upon the occurrence of any Event of
   Default,  or  if  Borrower becomes insolvent, however evidenced, Lender
   and  any agent bank of Lender is hereby authorized at any time and from
   time  to  time,  without  notice  to  Borrower  (any  such notice being
   expressly waived by Borrower), to setoff and apply any and all deposits
   (general  or special, time or demand, provisional or final) at any time
   held  and  other  indebtedness at any time owing by Lender or any agent
   bank  of Lender to or for the credit or the account of Borrower against
   any  and all of the indebtedness of Borrower to Lender, irrespective of
   whether  or  not Lender shall have made any demand under this Agreement
   or  the  Line  of  Credit  Note  and  although  such obligations may be
   unmatured.    Lender  agrees promptly to notify Borrower after any such
   setoff  and  application, provided that the failure to give such notice
   shall  not  affect  the  validity  of such setoff and application.  The
   rights of Lender under this Section are in addition to other rights and
   remedies  (including, without limitation, other rights of setoff) which
   Lender  may  have.  The rights contained in this section shall inure to
   the benefit of any participant in any loans made hereunder.


   SECTION 11. TERM OF AGREEMENT AND MISCELLANEOUS

               11.1    Term.

                    (a)  Maturity Date.  This Agreement and the other Loan
   Documents  shall become effective as of the date set forth on the first
   page  hereof.    This Agreement and the other Loan Documents (excluding
   the  Term  Note) and shall continue in full force and effect for a term
   ending on the date three (3) years from the date hereof.  Upon the date
   of termination of the Loan Documents,  Borrower shall pay to Lender, in
   full,  all  outstanding and unpaid obligations under this Agreement and
   the other Loan Documents and shall furnish cash collateral to Lender in
   such  amounts  as  Lender determines are reasonably necessary to secure
   Lender  from  loss,  cost, damage or expense, including attorneys' fees
   and  legal  expenses,  in  connection  with any contingent obligations,
   including  issued and outstanding Letters of Credit and checks or other
   payments  provisionally  credited to the obligations and/or as to which
   Lender  has  not yet received final and indefeasible payment.  Interest
   shall  be due until and including the next Business Day, if the amounts
   so  paid  by  Borrower  to  the  bank  account designated by Lender are
   received  in  such bank account later than 12:00 noon, California time.
   The  Term  Note shall be due and payable ninety (90) days from the date
   hereof.
<PAGE>
                    (b)  Continuing  Obligations.   No termination of this
   Agreement  or  the  other  Loan  Documents  shall  relieve or discharge
   Borrower of its respective duties, obligations and covenants under this
   Agreement  or the other Loan Documents until all Borrower's obligations
   under  this  Agreement and the other Loan Documents have been fully and
   finally  discharged and paid, and Lender's continuing security interest
   in  the  Collateral  and  the  rights and remedies of Lender hereunder,
   under  the  other  Loan  Documents  and applicable law, shall remain in
   effect   until  all  such  obligations  have  been  fully  and  finally
   discharged and paid.

                    (c)  Early  Termination Fee.  If for any reason (other
   than  as  set forth below in this Section, this Agreement is terminated
   prior to the end of the then current term of this Agreement, in view of
   the  impracticality  and  extreme  difficulty  of  ascertaining  actual
   damages  and  by  mutual  agreement  of  the parties as to a reasonable
   calculation  of  Lender's  lost  profits  as a result thereof, Borrower
   agrees  to  pay to Lender, upon the effective date of such termination,
   an  early  termination  fee  in  the  amount  set  forth  below if such
   termination is effective in the period indicated:


                       Amount                      Period

               (i)   3.0% of Maximum Line Amount  Date   hereof   to   and
                                                  including first anniver-
                                                  sary date hereof.

              (ii)   2.0% of Maximum Line Amount  After  first anniversary
                                                  date hereof to  and  in-
                                                  cluding  second anniver-
                                                  sary date hereof.

             (iii)   1.0% of Maximum Line Amount  After second anniversary
                                                  date  hereof  to the and
                                                  including third anniver-
                                                  sary date hereof.

   Such  early  termination  fee  shall  be  presumed  to be the amount of
   damages  sustained  by Lender as a result of such early termination and
   Borrower agrees that it is reasonable under the circumstances currently
   existing.

                     (d) No  Early  Termination Fee.  No early termination
   fee  shall be payable if a group or division of Wells Fargo Bank (other
   than the WellsCredit Division or the workout group), or an affiliate of
   Wells  Fargo  Bank  extends credit to Borrower, which credit refinances
   and/or  replaces  in  full  the  credit  facilities  granted under this
   Agreement.
<PAGE>
               11.2  No  Waiver.    No delay, failure or discontinuance of
   Lender  in  exercising any right, power or remedy under any of the Loan
   Documents  shall  affect or operate as a waiver of such right, power or
   remedy;  nor  shall  any  single or partial exercise of any such right,
   power  or  remedy  preclude,  waive  or  otherwise  affect any other or
   further  exercise  thereof or the exercise of any other right, power or
   remedy.   Any waiver, permit, consent or approval of any kind by Lender
   of  any breach of or default under any of the Loan Documents must be in
   writing  and  shall  be  effective only to the extent set forth in such
   writing.

               11.3  Notices.  All notices, requests and demands which any
   party  is  required  or may desire to give to any other party under any
   provision  of this Agreement must be in writing delivered to each party
   at the following address:

               BORROWER:

                         STEVENS INTERNATIONAL, INC.
                         5500 Airport Freeway
                         Fort Worth, Texas 76117
                         Attn: Chairman of the Board

               with a copy to:

                         STEVENS INTERNATIONAL, INC.
                         5500 Airport Freeway
                         Fort Worth, Texas 76117
                         Attn: Chief Accounting Officer

               with a copy to:

                         JACKSON WALKER, L.L.P.
                         901 Main Street, Suite 6000
                         Dallas, Texas 75202
                         Attn: Charles D. Maguire, Jr.

               LENDER:   WELLS FARGO BANK,
                         NATIONAL ASSOCIATION
                         Mr. Tom Stoltz
                         Wells Credit Division
                         245 S. Los Robles
                         Pasadena, CA 90101 

   or  to  such other address as any party may designate by written notice
   to  all  other  parties.  Each such notice, request and demand shall be
   deemed  given  or  made as follows:  (a) if sent by hand delivery, upon
   delivery;  (b) if sent by mail, upon the earlier of the date of receipt
   or  three  (3)  days  after  deposit  in the U.S. mail, first class and
   postage prepaid; and (c) if sent by telecopy, upon receipt.
<PAGE>
               11.4  Costs,  Expenses and Attorneys' Fees.  Borrower shall
   pay  to Lender immediately upon demand the full amount of all payments,
   advances,  charges, costs and expenses, including reasonable attorneys'
   fees  (to  include  outside  counsel  fees  and  all allocated costs of
   Lender's  in-house  counsel),  incurred  by  Lender  in connection with
   (a) the negotiation and preparation of this Agreement and each other of
   the  Loan  Documents,  Lender's  continued  administration  hereof  and
   thereof,  and  the preparation of any amendments and waivers hereto and
   thereto,  (b)  all out-of-pocket expenses and costs heretofore and from
   time to time hereafter incurred by Lender during the course of periodic
   field  examinations of the Collateral and Borrower's operations, plus a
   per  diem  charge  for  Lender's  examiners  in the field and office at
   Lender's  WellsCredit  Division's  rate  in  effect  from time to time,
   (c)  the  enforcement  of  Lender's rights and/or the collection of any
   amounts which become due to Lender under any of the Loan Documents, and
   (d)  the prosecution or defense of any action in any way related to any
   of  the  Loan  Documents,  including  without limitation any action for
   declaratory  relief,  and  including  any  of the foregoing incurred in
   connection with any bankruptcy proceeding relating to Borrower.

               11.5  Successors,  Assignment.    This  Agreement  shall be
   binding   on  and  inure  to  the  benefit  of  the  heirs,  executors,
   administrators,  legal  representatives,  successors and assigns of the
   parties; provided however, that Borrower may not assign or transfer its
   interest hereunder without the prior written consent of Lender.  Lender
   reserves  the  right  to  sell,  assign,  transfer,  negotiate or grant
   participations  in  all  or  any  part of, or any interest in, Lender's
   rights  and  benefits  under each of the Loan Documents.  In connection
   therewith,  Lender  may  disclose  all  documents and information which
   Lender now has or may hereafter acquire relating to any credit extended
   by  Lender  to  Borrower,  Borrower or its business, any Obligor or the
   business  of any Obligor, or any Collateral required hereunder, subject
   to compliance with applicable laws.

               11.6  Entire Agreement, Amendment.  This Agreement and each
   other  of  the  Loan  Documents constitute the entire agreement between
   Borrower  and  Lender with respect to any extension of credit by Lender
   subject  hereto  and  supersede all prior negotiations, communications,
   discussions  and  correspondence  concerning the subject matter hereof.
   This  Agreement may be amended or modified only by a written instrument
   executed by each party hereto.


               11.7  No Third Party Beneficiaries.  This Agreement is made
   and  entered  into  for  the sole protection and benefit of the parties
   hereto  and  their  respective permitted successors and assigns, and no
   other  person  or entity shall be a third party beneficiary of, or have
   any  direct  or  indirect  cause of action or claim in connection with,
   this  Agreement or any other of the Loan Documents to which it is not a
   party.

               11.8  Time.    Time  is  of  the  essence of each and every
   provision of this Agreement and each other of the Loan Documents.
<PAGE>
               11.9  Severability of Provisions.  If any provision of this
   Agreement  shall be prohibited by or invalid under applicable law, such
   provision  shall  be ineffective only to the extent of such prohibition
   or  invalidity  without invalidating the remainder of such provision or
   any remaining provisions of this Agreement.

               11.10 Governing  Law.   This Agreement shall be governed by
   and construed in accordance with the laws of the State of Texas, except
   to  the extent that Lender has greater rights or remedies under Federal
   law, whether as a national bank or otherwise, in which case such choice
   of  Texas  law shall not be deemed to deprive Lender of such rights and
   remedies as may be available under Federal law.

               11.11 Renewal,  Extension or Rearrangement.  All provisions
   of  this  Agreement  relating  to  the  Line  of  Credit  Note or other
   Indebtedness  shall  apply  with equal force and effect to each and all
   promissory  notes  hereinafter  executed  which  in  whole  or  in part
   represent  a  renewal, extension, increase or rearrangement of any part
   of  the  Indebtedness originally represented by the Line of Credit Note
   or  of  any  part  of  such  other Indebtedness.  Any provision of this
   Agreement  to  be  performed during the "term of this Agreement," "term
   hereof" or similar language, shall include any extension period.

               11.12 Waivers.  No course of dealing on the part of Lender,
   its  officers,  employees,  consultants  or  agents, nor any failure or
   delay  by  Lender  with  respect  to  exercising  any  right,  power or
   privilege  of  Lender  under the Line of Credit Note, this Agreement or
   any other Security Instrument shall operate as a waiver thereof, except
   as otherwise provided in Section 8.02 hereof.

               11.13 Cumulative  Rights.    Rights  and remedies of Lender
   under  the  Line of Credit Note, this Agreement and each other Security
   Instrument shall be cumulative, and the exercise or partial exercise of
   any  such  right or remedy shall not preclude the exercise of any other
   right or remedy.
<PAGE>
               11.14 Interest.   It is the intention of the parties hereto
   to  conform   strictly   to   applicable   usury  laws  now  in  force.
   Accordingly,  if the transactions contemplated hereby would be usurious
   under  applicable law, then, in that event, notwithstanding anything to
   the contrary in the Line of Credit Note, this Agreement or in any other
   Security  Instrument or agreement entered into in connection with or as
   security for the Line of Credit Note, it is agreed as follows:  (i) the
   aggregate   of  all  consideration  which  constitutes  interest  under
   applicable  law  that  is contracted for, charged or received under the
   Line of Credit Note, this Agreement or under any of the other aforesaid
   Loan  Documents  or agreements or otherwise in connection with the Line
   of  Credit  Note shall under no circumstances exceed the maximum amount
   of  interest  permitted  by  applicable  law,  and  any excess shall be
   credited  on  the Line of Credit Note by the holder thereof (or, if the
   Line  of  Credit  Note  shall  have  been  paid  in  full,  refunded to
   Borrower);  (ii)  determination of the rate of interest for determining
   whether  the  loans hereunder are usurious shall be made by amortizing,
   prorating,  allocating  and  spreading,  during the full stated term of
   such  loans,  all  interest  at  any  time  contracted  for, charged or
   received  from  Borrower  in connection with such loans, and any excess
   shall be canceled, credited or refunded as set forth in (i) herein; and
   (iii)  in  the  event  that  the maturity of the Line of Credit Note is
   accelerated  by  reason  of an election of the holder thereof resulting
   from any Default or Event of Default under this Agreement or otherwise,
   or  in  the  event  of  any required or permitted prepayment, then such
   consideration that constitutes interest may never include more than the
   maximum  amount  permitted  by  applicable law, and excess interest, if
   any,  provided  for  in  this  Agreement or otherwise shall be canceled
   automatically as of the date of such acceleration or prepayment and, if
   theretofore  paid, shall be credited on the Line of Credit Note (or, if
   the  Line  of  Credit  Note  shall  have been paid in full, refunded to
   Borrower).

               11.15 Multiple  Originals.   This Agreement may be executed
   in  two (2) or more copies; each fully executed copy shall be deemed an
   original,  but  all of which together shall constitute one and the same
   instrument.

               11.16 Exhibits.     All  exhibits  to  this  Agreement  are
   incorporated  herein  by this reference for all purposes.  The exhibits
   may  be attached hereto, or bound together with or separately from this
   Agreement,  and  such  binding  shall  be  effective  to  identify such
   exhibits as if attached to this Agreement.

               11.17 No  Triparty  Loan.    Texas  Revised  Civil Statutes
   Annotated, Title 79, chapter 15 (which regulates certain revolving loan
   accounts  and revolving triparty accounts) shall not apply to the loans
   evidenced by this Agreement or the Line of Credit Note.

               11.18 Applicable Rate Ceiling. Unless changed in accordance
   with  law,  the  applicable  rate  ceiling under Texas law shall be the
   indicated (weekly) rate ceiling from time to time in effect as provided
   in Texas Revised Civil Statutes Annotated, article 5069, chapter 1D, as
   amended.

               11.19 Performance  and  Venue.  Venue  for  any  action  in
   connection herewith shall be in Harris County, Texas.
<PAGE>
               11.20 Negotiation  of  Documents.  This Agreement, the Line
   of Credit Note and all other Loan Documents have been negotiated by the
   parties  at  arm's  length,  each represented by its own counsel to the
   extent  desired,  and the fact that the documents have been prepared by
   Lender's  counsel,  after  such  negotiation,  shall  not  be  cause to
   construe any of such documents against Lender.

               11.21 Notices  Received  by  Lender.    Any  instrument  in
   writing,  telex,  telegram,  telecopy  or  cable  received by Lender in
   connection  with any loan hereunder, which purports to be dispatched or
   signed  by  or  on  behalf of Borrower, shall conclusively be deemed to
   have  been  signed by such party, and Lender may rely thereon and shall
   have no obligation, duty or responsibility to determine the validity or
   genuineness  thereof or authority of the Person or Persons executing or
   dispatching the same.

               11.22 Debtor-Creditor  Relationship.   None of the terms of
   this  Agreement  or  of  any  other  document  executed  in conjunction
   herewith or related hereto shall be deemed to give Lender the rights or
   powers  to  exercise  control over the business or affairs of Borrower.
   The  relationship between Borrower and Lender created by this Agreement
   is only that of debtor-creditor.

               11.23 Release   of   Liability.    To  the  maximum  extent
   permitted  by  law  from  time  to  time  in  effect,  Borrower  hereby
   knowingly,  voluntarily  and  intentionally (and after it has consulted
   with  its  own attorney) irrevocably and unconditionally agrees that no
   claim  may be made by Borrower against Lender or any of its affiliates,
   participants,  shareholders, directors, officers, employees, attorneys,
   accountants,  or agents  or any of its or their successors and assigns,
   for any actual, special, indirect, consequential or punitive damages in
   respect  of  any breach or wrongful conduct (whether the claim is based
   on  contract,  tort  or  statute)  arising  out  of, or related to, the
   transactions  contemplated by any of this Agreement, the Line of Credit
   Note,  the  Loan  Documents or any other related documents, or any act,
   omission,  or  event occurring in connection herewith or therewith.  In
   furtherance  of  the  foregoing,  Borrower  hereby waives, releases and
   agrees  not  to sue upon any claim for any such damages, whether or not
   accrued  and  whether  or not known or suspected to exist in its favor,
   and   Borrower  shall  indemnify  and  hold  harmless  lender  and  its
   affiliates, participants, shareholders, directors, officers, employees,
   attorneys,  accountants  and agents and their successors and assigns of
   and  from  any such claims.  Upon the full payment of the Indebtedness,
   and prior to Lender releasing any lien or security interest in Property
   given to secure the Indebtedness, Borrower, shall (i) execute a release
   agreement,  in  form  and  substance  satisfactory to Lender, releasing
   Lender  and Lender's affiliates, participants, shareholders, directors,
   officers,  employees,  agents  and  attorneys  from any and all claims,
   demands,  actions,  causes  of  action, costs, expenses and liabilities
   whatsoever,  known  or unknown, at law or in equity, which Borrower may
   have,  as  of  the  date of execution of such release or in the future,
   against  Lender  and  Lender's affiliates, participants,  shareholders,
   directors, officers, employees, agents and attorneys, arising out of or
   in  connection  with  this Agreement or any related documents, and (ii)
   provide  evidence  satisfactory  to  Lender that all outstanding taxes,
   including all sale, excise and similar taxes have been paid.  
<PAGE>
               11.24 DTPA  Waiver.    Borrower acknowledges and agrees, on
   Borrower's  own  behalf  and  on  behalf  of  any permitted assigns and
   successors   hereafter,  that  the  DTPA  is  not  applicable  to  this
   transaction.   Accordingly, Borrower's rights and remedies with respect
   to  the  transaction contemplated under this Agreement and with respect
   to  all  acts  or  practices  of  Lender,  past,  present or future, in
   connection with such transaction, shall be governed by legal principles
   other  than  the  DTPA.    In  furtherance  thereof, Borrower agrees as
   follows:

                     (a) Borrower   represents   that   Borrower  has  the
   knowledge  and experience in financial and business matters that enable
   Borrower  to  evaluate the merits and risks of the business transaction
   that  is  the subject of this Agreement.  Borrower also represents that
   Borrower  is  not  in  a significantly disparate bargaining position in
   relation  to  Lender.   Borrower has negotiated the loan documents with
   Lender  at  arm's  length  and  have  willingly  entered  into the loan
   documents.

                     (b) Borrower  represents  that  (i) Borrower has been
   represented  by  Jackson  Walker  L  L  P.  as  legal  counsel  in  the
   transaction  contemplated by this Agreement and (ii) such legal counsel
   was  not  directly  or  indirectly identified, suggested or selected by
   Lender or an agent of Lender. 

                     (c) This Agreement relates to a transaction involving
   total  consideration  by Borrower of more than $100,000.00 and does not
   involve the Borrower's residence.  

   Borrower  agrees,  on Borrower's own behalf and on behalf of Borrower's
   permitted  assigns and successors, that  all  of  the  Borrower' rights
   and  remedies  under  the  DTPA  are  WAIVED  AND  RELEASED,  including
   specifically,  without  limitation,  all  rights and remedies under the
   DTPA  resulting from or arising out of any and all acts or practices of
   Lender  in  connection  with  this  transaction,  whether  such acts or
   practices occur before or after the execution of this Agreement.  

   In furtherance thereof, Borrower agrees that by signing this Agreement,
   Borrower  and  any  permitted  assigns  and successors are bound by the
   following waiver:

               Waiver  of Consumer Rights. Borrower  waives
               its   rights   under  the   Deceptive  Trade
               Practices--Consumer  Protection Act, Section
               17.41  et  seq., Business & Commerce Code, a
               law  that gives consumers special rights and
               protection.    After  consultation  with  an
               attorney   of   Borrower's   own  selection,
               Borrower voluntarily consents to this waiver.  
<PAGE>
               11.25 Arbitration.

                     (a) Arbitration.    Upon the demand of any party, any
   Dispute  shall  be resolved by binding arbitration (except as set forth
   in  (e)  below)  in  accordance  with  the  terms of this Agreement.  A
   "Dispute"  shall  mean any action, dispute, claim or controversy of any
   kind,  whether  in  contract or tort, statutory or common law, legal or
   equitable,  now  existing  or  hereafter arising under or in connection
   with,  or  in  any way pertaining to, any of the Loan Documents, or any
   past,  present  or  future  extensions  of credit and other activities,
   transactions  or obligations of any kind related directly or indirectly
   to  any of the Loan Documents, including without limitation, any of the
   foregoing  arising  in  connection  with the exercise of any self-help,
   ancillary or other remedies pursuant to any of the Loan Documents.  Any
   party  may  by  summary  proceedings bring an action in court to compel
   arbitration  of a Dispute.  Any party who fails or refuses to submit to
   arbitration following a lawful demand by any other party shall bear all
   costs   and  expenses  incurred  by  such  other  party  in  compelling
   arbitration of any Dispute.

                     (b) Governing  Rules.   Arbitration proceedings shall
   be administered by the American Arbitration Association ("AAA") or such
   other  administrator  as  the  parties  shall  mutually  agree  upon in
   accordance  with  the  AAA  Commercial Arbitration Rules.  All Disputes
   submitted  to  arbitration  shall  be  resolved  in accordance with the
   Federal  Arbitration   Act   (Title  9  of  the  United  States  Code),
   notwithstanding  any  conflicting choice of law provision in any of the
   Loan  Documents.    The arbitration shall be conducted at a location in
   Texas  selected  by  the  AAA  or other administrator.  If there is any
   inconsistency  between  the  terms hereof and any such rules, the terms
   and  procedures  set  forth  herein  shall  control.    All statutes of
   limitation  applicable  to  any  Dispute shall apply to any arbitration
   proceeding.    All  discovery  activities shall be expressly limited to
   matters  directly  relevant  to the Dispute being arbitrated.  Judgment
   upon  any  award rendered in an arbitration may be entered in any court
   having  jurisdiction;  provided  however, that nothing contained herein
   shall  be  deemed  to  be  a  waiver by any party that is a bank of the
   protections  afforded  to  it  under  12  U.S.C. [ARTICLE]  91  or  any
   similar applicable state law.

                     (c) No  Waiver;  Provisional  Remedies, Self-Help and
   Foreclosure.  No provision hereof shall limit the right of any party to
   exercise self-help remedies such as setoff, foreclosure against or sale
   of  any  real or personal property collateral or security, or to obtain
   provisional  or   ancillary   remedies,  including  without  limitation
   injunctive   relief,  sequestration,  attachment,  garnishment  or  the
   appointment  of  a  receiver,  from  a  court of competent jurisdiction
   before,  after  or  during  the  pendency  of  any arbitration or other
   proceeding.   The exercise of any such remedy shall not waive the right
   of any party to compel arbitration or reference hereunder.
<PAGE>
                     (d) Arbitrator  Qualifications  and  Powers;  Awards.
   Arbitrators  must  be  active members of the Texas State Bar or retired
   judges  of  the  state or federal judiciary of Texas, with expertise in
   the  substantive  laws applicable to the subject matter of the Dispute.
   Arbitrators  are  empowered  to  resolve Disputes by summary rulings in
   response  to  motions  filed  prior  to  the final arbitration hearing.
   Arbitrators  (i)  shall  resolve  all  Disputes  in accordance with the
   substantive  law  of  the  state of Texas, (ii) may grant any remedy or
   relief  that  a court of the state of Texas could order or grant within
   the  scope  hereof  and  such  ancillary relief as is necessary to make
   effective  any  award, and (iii) shall have the power to award recovery
   of  all  costs  and  fees,  to  impose sanctions and to take such other
   actions  as  they  deem  necessary  to  the  same  extent a judge could
   pursuant  to  the  Federal Rules of Civil Procedure, the Texas Rules of
   Civil  Procedure  or  other  applicable  law.  Any Dispute in which the
   amount  in  controversy  is  $5,000,000  or  less shall be decided by a
   single  arbitrator  who  shall  not  render  an  award  of greater than
   $5,000,000   (including   damages,  costs,  fees  and  expenses).    By
   submission  to  a  single  arbitrator,  each party expressly waives any
   right  or  claim to recover more than $5,000,000.  Any Dispute in which
   the  amount  in  controversy  exceeds  $5,000,000  shall  be decided by
   majority  vote  of a panel of three arbitrators; provided however, that
   all  three  arbitrators  must  actively participate in all hearings and
   deliberations.

                     (e) Judicial Review.  Notwithstanding anything herein
   to  the contrary, in any arbitration in which the amount in controversy
   exceeds   $25,000,000,  the  arbitrators  shall  be  required  to  make
   specific,  written  findings  of  fact and conclusions of law.  In such
   arbitrations  (A)  the arbitrators shall not have the power to make any
   award  which is not supported by substantial evidence or which is based
   on  legal  error,  (B)  an  award shall not be binding upon the parties
   unless  the  findings of fact are supported by substantial evidence and
   the  conclusions  of law are not erroneous under the substantive law of
   the  state  of Texas, and (C) the parties shall have in addition to the
   grounds  referred  to  in  the  Federal  Arbitration  Act for vacating,
   modifying  or  correcting  an award the right to judicial review of (1)
   whether  the findings of fact rendered by the arbitrators are supported
   by  substantial  evidence,  and  (2) whether the conclusions of law are
   erroneous  under  the  substantive law of the state of Texas.  Judgment
   confirming an award in such a proceeding may be entered only if a court
   determines the award is supported by substantial evidence and not based
   on legal error under the substantive law of the state of Texas.

                     (f) Real  Property  Collateral;  Judicial  Reference.
   Notwithstanding  anything  herein  to the contrary, no Dispute shall be
   submitted  to  arbitration if the Dispute concerns indebtedness secured
   directly  or  indirectly,  in  whole  or  in part, by any real property
   unless  (i)  the  holder  of  the  mortgage,  lien or security interest
   specifically elects in writing to proceed with the arbitration, or (ii)
   all  parties to the arbitration waive any rights or benefits that might
   accrue  to  them  by virtue of the single action rule statute of Texas,
   thereby  agreeing that all indebtedness and obligations of the parties,
   and   all   mortgages,  liens  and  security  interests  securing  such
   indebtedness and obligations, shall remain fully valid and enforceable.
<PAGE>
                     (g) Miscellaneous. To the maximum extent practicable,
   the   AAA,  the arbitrators and  the  parties  shall  take  all  action
   required  to  conclude  any  arbitration  proceeding  within  180  days
   of  the  filing  of  the  Dispute with the AAA.  No arbitrator or other
   party  to an arbitration proceeding may disclose the existence, content
   or  results  thereof,  except for disclosures of information by a party
   required  in  the ordinary course of its business, by applicable law or
   regulation,  or to the extent necessary to exercise any judicial review
   rights set forth herein.  If more  than  one  agreement for arbitration
   by  or between the  parties  potentially  applies  to  a  Dispute,  the
   arbitration  provision  most  directly related to the Loan Documents or
   the  subject  matter  of  the  Dispute shall control.  This arbitration
   provision  shall survive termination, amendment or expiration of any of
   the Loan Documents or any relationship between the parties.

               11.26 Final  Expression.   THIS WRITTEN LOAN AGREEMENT, THE
   NOTES  AND  THE  SECURITY  INSTRUMENTS  REPRESENT  THE  FINAL AGREEMENT
   BETWEEN  THE  PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
   CONTEMPORANEOUS,  OR  SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE
   ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

               IN  WITNESS  WHEREOF,  the  parties hereto have caused this
   Agreement to be executed as of the day and year first written above.


                                             
                                 LENDER:


                                 WELLS FARGO BANK, NATIONAL ASSOCIATION


                                 By:                                      
                                                           
                                           Bruce L. Bell, Vice President 


                                 BORROWER:

                                 STEVENS INTERNATIONAL, INC.
                                           

                                 By:                                      

                                           Paul I. Stevens
                                           Chairman of the Board
                                           and Chief Executive Officer

<PAGE>


                                 EXHIBIT "A"


                           Information Certificate




                                 EXHIBIT "B"


                             Line of Credit Note




                                 EXHIBIT "C"


                                  Term Note



                                  SCHEDULE I


                                  Inventory