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                 AMENDED AND RESTATED TERM LOAN
                                
                               AND
                                
                       SECURITY AGREEMENT
                                
                                
                                
                          BY AND AMONG
                                
                                
                                
                      CMT ENTERPRISES INC.
                          (AS BORROWER)
                                
                                
                        FRANKLIN I. BOBER
                         (AS GUARANTOR)
                                
                                
                               AND
                                
                                
                      HAROLD'S STORES, INC.
                           (AS LENDER)

                                
                                



                  Dated as of November 6, 1996
               AMENDED AND RESTATED TERM LOAN AND
                       SECURITY AGREEMENT


     THIS  AMENDED AND RESTATED TERM LOAN AND SECURITY  AGREEMENT
(this "Agreement"), dated as of November 6, 1996, is by and among
CMT  ENTERPRISES INC., a corporation organized under the laws  of
the  State  of  New  York  ("Borrower"), FRANKLIN  I.  BOBER,  an
individual  ("Bober"),  and HAROLD'S STORES,  INC.,  an  Oklahoma
corporation ("Lender").

     Borrower  has previously entered into that certain Revolving
Credit,  Term Loan and Security Agreement dated as of August  22,
1994,  as  amended by Amendment No. 1 dated September  14,  1994,
Amendment No. 2 dated April 28, 1995, Amendment No. 3 dated  July
18, 1995, Amendment No. 4 dated January 2, 1996, Amendment No.  5
dated  March 12, 1996, Amendment No. 6 dated April 11, 1996,  and
Amendment  No. 7 dated May 18, 1996 (collectively, the  "Existing
Loan  Agreement"),  with  Chase  Manhattan  Bank,  a  corporation
organized  under the laws of the State of New York and  successor
by merger to Chemical Bank ("Chase"), pursuant to which Chase has
made  advances  to Borrower evidenced by a Revolving  Note  dated
March  12,  1996, in the original principal amount of  $2,800,000
(the   "Existing  Note").  Simultaneously  herewith,  Chase   has
assigned  the Existing Note, together with all of its rights  and
obligations  under  the  Existing Loan Agreement  and  all  other
collateral  documents relating thereto, to  Lender.  The  current
aggregate outstanding principal balance of the Existing  Note  is
$1,373,317.60 and the unpaid interest accrued thereon as  of  the
date  hereof is $17,895.61. Lender has agreed to restructure  the
existing obligations of Borrower under the Existing Note, all  as
more fully set forth herein.

     IN  CONSIDERATION of the foregoing and the mutual  covenants
and undertakings herein contained, the parties agree to amend and
restate  the Existing Loan Agreement in its entirety to  read  as
follows:

I.   DEFINITIONS.

     1.1.     Accounting Terms.  As used in this Agreement or any
certificate, report or other document made or delivered  pursuant
to this Agreement, accounting terms not defined in Section 1.2 or
elsewhere  in this Agreement and accounting terms partly  defined
in  Section  1.2  to  the  extent not  defined,  shall  have  the
respective meanings given to them under GAAP; provided,  however,
that  each  calculation made pursuant to Sections 7.18  and  7.19
shall  be  made in accordance with GAAP as in effect on the  date
hereof.

     1.2.  General  Terms.  For purposes of this  Agreement,  the
following terms shall have the following meanings:

          "Accountants"   shall  mean,  as  of  any   date,   the
independent  certified public accountants then regularly  engaged
by Borrower and reasonably acceptable to Lender.
          
          "Adjustment Date" shall mean each January 1 and July  1
during the Term beginning January 1, 1997.

          "Affiliate"  of  any Person shall mean (a)  any  Person
who, directly or indirectly, is in control of, is controlled  by,
or  is  under common control with such Person, or (b) any  Person
who  is  a  director or officer (i) of such Person, (ii)  of  any
Subsidiary  of  such Person or (iii) of any Person  described  in
clause (a) above. For purposes of this definition, control  of  a
Person shall mean the power, direct or indirect, (x) to vote five
percent  (5%)  or  more of the securities having ordinary  voting
power  for  the election of directors of such Person, or  (y)  to
direct  or cause the direction of the management and policies  of
such Person whether by contract or otherwise.

          "Assignment  of Lease" shall mean that certain  Consent
to  Default  Assignment  of  Lease dated  the  Closing  Date,  in
substantially  the  form  of Exhibit D  attached  hereto,  to  be
executed by Borrower in favor of Lender.

          "Assignment  of  Insurance" shall  mean,  collectively,
those  certain Collateral Assignments of Insurance,  each   dated
the  Closing  Date  and in substantially the form  of  Exhibit  C
attached hereto, to be executed by Borrower in favor of Lender.

          "Authority" shall have the meaning set forth in Section
4.18(d).

          "Bober" shall have the meaning ascribed to such term in
the Preamble.

          "Bober  Cash  Collateral Account"  shall  mean  a  cash
collateral  account  to be maintained by  Bober  with  Chase  (or
another  financial institution reasonably acceptable to  Lender),
consisting  of cash, certificates of deposit and/or money  market
funds reasonably acceptable to Lender and having a balance of not
less than $340,000.00.

          "Bober Employment Agreement" shall have the meaning set
forth in Section 8.13.

          "Bober  Farm"  shall mean all of Bober's rights,  title
and  interest in and to the premises located at Bulls Head  Road,
Clinton  Corners, Town of Stanford, New York 12514, and described
on Schedule 1.2(a) attached hereto.

          "Bober  Forbearance Agreement" shall  mean  the  letter
agreement  dated this date between Bober and Lender with  respect
to  Lender's agreement to forbear for a specified period of  time
from  enforcing its rights and remedies with respect to the Bober
Judgment.

          "Bober  Judgment" shall mean the confession of judgment
executed  by  Bober  in favor of Chase and the  judgment  entered
against Bober in connection therewith.

          "Bober Loan" shall mean the loan from Borrower to Bober
in the principal sum of $700,000.00 outstanding as of the Closing
Date and to be evidenced by the Bober Note.

          "Bober  Note"  shall  have the  meaning  set  forth  in
Section 8.12.

          "Borrower" shall have the meaning ascribed to such term
in  the Preamble and shall include each Person who is a permitted
successor or assign of Borrower hereunder.

          "Business Day" shall mean any day other than a  day  on
which commercial banks in Oklahoma are authorized or required  by
law to close.

          "Capital  Expenditures" shall mean, for any  Person  in
any period, the sum of all amounts that would, in accordance with
GAAP consistently applied, be included as capital expenditures on
a  statement of changes in financial position for such Person for
such  period  including,  without limitation,  any  expenses  for
leases   that  are  required  to  be  capitalized  for  financial
reporting purposes in accordance with GAAP.

          "CERCLA"  shall  mean  the Comprehensive  Environmental
Response, Compensation and Liability Act of 1980, as amended,  42
U.S.C. 9601 et seq.

          "Change  of  Management" shall mean (i)  the  death  of
Bober,  (ii) the removal or resignation of Bober as Chairman  and
Chief  Executive  Officer of Borrower, or (iii)  the  failure  of
Bober to be actively involved in the management of the day-to-day
operations  of Borrower's business for any period of ninety  (90)
consecutive days.

          "Change  of  Ownership" shall mean  (a)  any  transfer,
issuance  or  other  transaction (whether one  transaction  or  a
series  of  transactions), other than a transfer by  Bober  to  a
member of his immediate family under an arrangement whereby Bober
retains  sole voting rights and control, which results  in  Bober
owning  and  controlling  less than 66-2/3%  of  the  outstanding
shares of capital stock of Borrower with voting power, or (b) any
merger,  consolidation  or  sale  of  substantially  all  of  the
property  or assets of Borrower. For purposes of this definition,
Bober's  "immediate  family" shall mean Bober's  spouse  and  his
lineal descendants.

          "Charges" shall mean all taxes, charges, fees, imposts,
levies  or other assessments, including, without limitation,  all
net income, gross income, gross receipts, sales, use, ad valorem,
value  added,  transfer, franchise, profits,  inventory,  capital
stock,   license,   withholding,  payroll,   employment,   social
security, unemployment, excise, severance, stamp, occupation  and
property  taxes, custom duties, fees, assessments, liens,  claims
and  charges  of any kind whatsoever, together with any  interest
and  any  penalties,  additions to  tax  or  additional  amounts,
imposed  by  any taxing or other authority, domestic  or  foreign
(including,  without  limitation, the  Pension  Benefit  Guaranty
Corporation or any environmental agency or superfund),  upon  the
Collateral or Borrower.

          "CIT"  shall  mean  The CIT Group/Commercial  Services,
Inc.

          "CIT   Agreement"  shall  mean  that  certain  Accounts
Receivable  Purchase  Agreement dated the  Closing  Date,  to  be
entered into between Borrower and CIT, as such agreement  may  be
amended, modified or supplemented from time to time with Lender's
consent in accordance with the terms of this Agreement.

          "Claims"  shall  mean  all security  interests,  liens,
claims or encumbrances held or asserted by any Person against any
or  all  of  the  Collateral, other  than  (A)  Charges  and  (B)
Permitted Encumbrances.

          "Closing"   shall   mean  the   consummation   of   the
transactions contemplated by this Agreement.

          "Closing  Date" shall mean November __, 1996,  or  such
other date as may be agreed to by the parties hereto.

          "Clothing  Services Agreement" shall mean that  certain
Agreement  effective June 1, 1994, between Lender  and  Borrower,
pursuant  to which Borrower provides certain clothing design  and
development  services to Lender (as more particularly  delineated
therein),   as  such  agreement  may  be  amended,  modified   or
supplemented from time to time.

          "Clothing  Services Commissions" shall mean commissions
and  other  compensation payable to Borrower under  the  Clothing
Services Agreement.

          "Code" shall mean the Internal Revenue Code of 1986, as
amended  from  time  to  time  and  the  regulations  promulgated
thereunder.

          "Collateral" shall mean and include:

               (a)  all Receivables;

               (b)  all Equipment;

               (c)  all General Intangibles;

               (d)  all Design Inventory;
     
               (e)   all  of Borrower's right, title and interest
in  and to (i) all goods and other property including relating to
or  securing  any of the Receivables, other than Inventory;  (ii)
all  of  Borrower's rights as a consignor, a consignee, an unpaid
vendor, mechanic, artisan, or other lienor, including stoppage in
transit,  setoff, detinue, replevin, reclamation and  repurchase;
(iii)  all  additional amounts due to Borrower from any  Customer
relating  to  the Receivables; (iv) other property, exclusive  of
Inventory, relating to any goods securing this Agreement; (v) all
of  Borrower's contract rights, rights of payment which have been
earned  under  a contract right, instruments, documents,  chattel
paper,   warehouse   receipts,  deposit   accounts,   money   and
securities; (vi) if and when obtained by Borrower, all  real  and
personal  property  of third parties in which Borrower  has  been
granted  a lien or security interest as security for the  payment
or  enforcement  of  Receivables;  and  (vii)  any  other  goods,
personal  property  or  real  property  now  owned  or  hereafter
acquired  in  which  Borrower has expressly  granted  a  security
interest or may in the future grant a security interest to Lender
hereunder, or in any amendment or supplement hereto, or under any
other agreement between Lender and Borrower;

               (f)  all monies due or to become due under any  of
the   Insurance  Policies  and  any  contracts  supplemental   or
additional thereto, including, without limitation, death  benefit
proceeds,  disability  proceeds,  accrued  or  future  dividends,
refunds   for   premiums  paid  in  advance,  double   indemnity,
distributions  of shares of surplus or additions to  any  of  the
Policies now or hereafter apportioned thereto, together with  any
and  all  claims, options, privileges, rights, title and interest
of  Borrower  in  and  under  the  Insurance  Policies,  subject,
however, to the terms and conditions of the Insurance Policies;

               (g)   the Lease, together with any and all claims,
options,  privileges, rights, title and interest of  Borrower  in
and   under  the  Lease,  subject,  however,  to  the  terms  and
conditions of the Lease; and

               (h)   all  of  Borrower's  ledger  sheets,  ledger
cards, files, correspondence, records, books of account, business
papers,  computers, computer software (owned by  Borrower  or  in
which  it  has an interest), computer programs, tapes, disks  and
documents relating to the items or types of property described in
(a), (b), (c), (d), (e), (f) or (g) of this Paragraph; and

               (i)   all  proceeds and products of the  items  or
types  of property described in clauses (a), (b), (c), (d),  (e),
(f),  (g) and (h) of this Paragraph, in whatever form, including,
but  not  limited  to,  cash, deposit accounts  (whether  or  not
comprised solely of proceeds), certificates of deposit, insurance
proceeds   (including  hazard,  flood  and   credit   insurance),
negotiable  instruments and other instruments for the payment  of
money,  chattel  paper, security agreements,  documents,  eminent
domain proceeds, condemnation proceeds and tort claim proceeds.

          The term "Collateral" does not and will not include any
items  included  in Borrower's Inventory (unless Borrower  should
hereafter grant Lender a security interest in Inventory,  whether
pursuant to an amendment or supplement hereto or another  written
security agreement between Lender and Borrower).

          "Consents"  shall  mean all filings and  all  licenses,
permits, consents, approvals, authorizations, qualifications  and
orders  of  Governmental  Authorities and  other  third  parties,
domestic  or foreign, necessary to carry on Borrower's  business,
including,  without limitation, any Consents required  under  all
applicable federal, state or other applicable law.

          "Consultant" shall mean Morton H. Scheer &  Co.,  Inc.,
or   another  consultant  selected  by  Borrower  and  reasonably
acceptable to Lender.

          "Consulting Agreement" shall have the meaning set forth
in Section 8.14.

          "Controlled  Group"   shall  mean  all  members  of   a
controlled  group  of corporations and all trades  or  businesses
(whether  or  not  incorporated)  under  common  control   which,
together  with  Borrower, are treated as a single employer  under
Section 414 of the Code.

          "Customer"  shall mean and include the  account  debtor
with  respect to any Receivable and/or the prospective  purchaser
of  goods,  services  or both with respect  to  any  contract  or
contract  right, and/or any party who enters into or proposes  to
enter  into  any  contract  or other arrangement  with  Borrower,
pursuant to which Borrower is to deliver any personal property or
perform any services.

          "Default" shall mean an event which, with the giving of
notice  or passage of time or both, would constitute an Event  of
Default.

          "Default  Rate"  shall have the meaning  set  forth  in
Section 3.1 hereof.

          "Design   Inventory"  shall  mean  all  of   Borrower's
patterns,  fabric  library, archives of textile  research,  piece
goods,  samples  and  related products, now  owned  or  hereafter
acquired and wherever located.

          "Dollar"  and the sign "$" shall mean lawful  money  of
the United States of America.

          "Earnings  Before Interest and Taxes"  for  any  period
shall  mean  the sum of (i) Borrower's Net Income, (ii)  interest
expense,  and  (iii) the aggregate amount of all  federal,  state
and/or local tax obligations of Borrower for such period.

          "EBITDA"  shall  mean for any period  the  sum  of  (i)
Earnings Before Interest and Taxes, (ii) depreciation deducted in
determining  such Net Income, and (iii) amortization of  goodwill
and  other  intangibles (including deferred financing  costs  and
debt  discounts) deducted in determining such Net Income, in each
case determined in accordance with GAAP consistently applied.

          "Eligible   Receivable"  shall  mean  each   Receivable
arising in the ordinary course of Borrower's business which meets
the criteria set forth in this definition and such other criteria
as  Lender  shall establish from time to time in its sole  credit
judgment  and  advise to Borrower in writing. A Receivable  shall
not  be  deemed an Eligible Receivable unless such Receivable  is
subject to Lender's perfected security interest and no other Lien
(other  than  Permitted Encumbrances), and  is  evidenced  by  an
invoice or other documentary evidence satisfactory to Lender.  In
addition, no Receivable shall be an Eligible Receivable if:

          (a)    it arises out of a sale made by Borrower  to  an
Affiliate  of Borrower or to a Person controlled by an  Affiliate
of Borrower;

          (b)   it  is  due or unpaid more than ninety (90)  days
after  the  due date or more than one hundred twenty  (120)  days
after the original invoice date;

          (c)   as  respects a particular Customer, fifty percent
(50%) or more of the Receivables from the applicable Customer are
not  deemed Eligible Receivables as a result of the criteria  set
forth in clause (b) above;

          (d)   any material covenant, representation or warranty
contained  in this Agreement with respect to such Receivable  has
been breached;

          (e)   the  Customer  shall (i) apply  for,  suffer,  or
consent to the appointment of, or the taking of possession by,  a
receiver, custodian, trustee or liquidator of itself or of all or
a  substantial  part of its property or call  a  meeting  of  its
creditors,  (ii) admit in writing its inability, or be  generally
unable,  to  pay its debts as they become due or cease operations
of  its present business, (iii) make a general assignment for the
benefit  of creditors, (iv) commence a voluntary case  under  any
state or federal bankruptcy laws (as now or hereafter in effect),
(v)  be adjudicated a bankrupt or insolvent, (vi) file a petition
seeking  to  take  advantage of any other law providing  for  the
relief of debtors, (vii) acquiesce to, or fail to have dismissed,
any  petition  which is filed against it in any involuntary  case
under  such  bankruptcy laws, or (viii) take any action  for  the
purpose of effecting any of the foregoing;

          (f)   the sale is to a Customer outside the continental
United  States of America unless the sale is on letter of  credit
terms acceptable to Lender in its reasonable discretion;

          (g)   sale  to  the  Customer is  on  a  bill-and-hold,
guaranteed  sale, sale-and-return, sale on approval, promotional,
consignment, memorandum account or any other repurchase or return
basis or is evidenced by chattel paper, unless, in the case of  a
bill-and-hold  sale, such sale is supported  by  a  bill-and-hold
authorization letter acceptable in all respects to Lender in  its
reasonable discretion;

          (h)   Lender believes, in its reasonable judgment, that
collection of such Receivable is insecure or that such Receivable
may  not  be paid by reason of the Customer's financial inability
to pay;

          (i)   the  Customer is the United States of America  or
any  state, or any department, agency or instrumentality  of  the
United States or any state;

          (j)   the goods giving rise to such Receivable have not
been shipped and delivered to and accepted by the Customer or the
services  giving rise to such Receivable have not been  performed
by  Borrower  and  accepted  by the Customer  or  the  Receivable
otherwise  does not represent a final sale, or if the  Receivable
is contingent in any respect or for any reason;

          (k)    the   Receivable  is  subject  to  any   offset,
deduction, defense, dispute, chargeback or counterclaim,  or  the
Customer   has  disputed  its  liability  for  payment   of   the
Receivable,  or the Customer has made any claim with  respect  to
any  other Receivable due from such Customer to Borrower, or  the
Customer  is  also  a creditor or supplier of  Borrower,  or  the
Receivable  otherwise is or may become subject to  any  right  of
setoff by the Customer;

          (l)   Borrower has made any agreement with any Customer
for  any  deduction therefrom, except for discounts or allowances
made  in the ordinary course of business for prompt payment,  all
of which discounts or allowances are reflected in the calculation
of the face value of each respective invoice related thereto;

          (m)   shipment  of the merchandise or the rendition  of
services has not been completed;

          (n)   any  return,  rejection or  repossession  of  the
merchandise has occurred;

          (o)  such Receivable is not payable to the Borrower;

          (p)   such  Receivable has been "matured" in accordance
with  paragraph 9 of the CIT Agreement, thereby requiring CIT  to
credit  Borrower's account for the net amount of such Receivable;
or

           (q)  such Receivable is not otherwise satisfactory  to
Lender  as determined in good faith by Lender in the exercise  of
its discretion in a reasonable manner.

          "Environmental  Complaint" shall have the  meaning  set
forth in Section 4.18(d) hereof.

          "Environmental Laws" shall mean all federal, state  and
local  environmental,  land use, zoning,  health,  chemical  use,
safety  and  sanitation  laws,  statutes,  ordinances  and  codes
relating  to  the protection of the environment and/or  governing
the   use,   storage,   treatment,  generation,   transportation,
processing,   handling,  production  or  disposal  of   Hazardous
Substances  and  the  rules, regulations,  policies,  guidelines,
interpretations,  decisions, orders and  directives  of  federal,
state  and  local  governmental  agencies  and  authorities  with
respect thereto.

          "Equipment"  shall mean and include all  of  Borrower's
goods  (excluding  Inventory), whether  now  owned  or  hereafter
acquired and wherever located including, without limitation,  all
equipment,   machinery,  apparatus,  motor  vehicles,   fittings,
furniture,  furnishings,  fixtures, parts,  accessories  and  all
replacements and substitutions therefor or accessions thereto.

          "ERISA"  shall  mean  the  Employee  Retirement  Income
Security Act of 1974, as amended from time to time and the  rules
and regulations promulgated thereunder.

          "Euro-Linea"  means  Euro-Linea,  Inc.,  a   New   York
corporation.

          "Event  of  Default"  shall  mean  the  occurrence  and
continuance of any of the events set forth in Article X hereof.

          "Existing  Loan  Agreement"  shall  have  the   meaning
ascribed to such term in the Preamble.

          "Existing Note" shall have the meaning ascribed to such
term in the Preamble

          "First Amendment to Trademark Security Agreement" shall
mean that certain First Amendment to Trademark Security Agreement
dated  the  Closing Date, in substantially the form of Exhibit  H
attached hereto, to be executed by Borrower in favor of Lender.

            "First   Mortgage"  shall  mean  that  Consolidation,
Extension and Modification Agreement dated June 26, 1989, between
Bober  and First Mortgage Lender, recorded on June 30,  1989,  in
the  Office of the Dutchess County Clerk, State of New  York,  in
Liber  1915,  at Page 74, which consolidated into a single  joint
lien on the Real Property the following three mortgages: (i)  the
mortgage  given  by Bober and dated June 26, 1989,  in  favor  of
First  Mortgage Lender securing the original principal amount  of
$550,480.16, which was recorded on June 30, 1989, in  the  Office
of  the Dutchess County Clerk, State of New York, in Liber  1915,
at  Page  56, (ii) the mortgage given by Bober and dated July  8,
1988,  in  favor of First Mortgage Lender securing  the  original
principal amount of $150,000.00, which was recorded on  July  15,
1988,  in the Office of the Dutchess County Clerk, State  of  New
York, in Liber 1822, at Page 357, and (iii) the mortgage given by
Bober  and  dated September 22, 1987, in favor of First  Mortgage
Lender  securing  the original principal amount  of  $465,000.00,
which  was recorded on September 28, 1987, in the Office  of  the
Dutchess County Clerk, State of New York, in Liber 1735, at  Page
265, granting the First Mortgage Lender a first mortgage lien  on
the Bober Farm.

          "First Mortgage Lender" shall mean Poughkeepsie Savings
Bank F.S.B.

          "GAAP"   shall   mean  generally  accepted   accounting
principles in the United States of America in effect from time to
time.

          "General  Intangibles" shall mean and  include  all  of
Borrower's  general intangibles, whether now owned  or  hereafter
acquired  including, without limitation, all  choses  in  action,
causes   of   action,   corporate  or  other  business   records,
inventions,  designs,  patents,  patent  applications,  equipment
formulations,    manufacturing   procedures,   quality    control
procedures,   trademarks,   logos,   trade   secrets,   goodwill,
copyrights, registrations, licenses, franchises, customer  lists,
tax  refunds,  tax  refund  claims, computer  programs,  warranty
claims,  claims  under guaranties, security  interests  or  other
security held by or granted to Borrower to secure payment of  any
of  the Receivables by a Customer, rights of indemnification  and
all  other  intangible property of every kind and  nature  (other
than Receivables).

          "Governmental  Authority"  means  any  court   or   any
administrative  or  governmental department,  commission,  board,
bureau, authority, agency or body (domestic or foreign).

          "Guaranty"  shall mean that certain Second Amended  and
Restated  Guaranty  dated the Closing Date, in substantially  the
form  of  Exhibit B attached hereto, to be executed by  Bober  in
favor of Lender.

          "Hazardous Discharge" shall have the meaning set  forth
in Section 4.18(d) hereof.

          "Hazardous  Substances" shall mean, without limitation,
any flammable explosives, radon, radioactive materials, asbestos,
urea  formaldehyde  foam  insulation, polychlorinated  byphenyls,
petroleum  and petroleum products, methane, hazardous  materials,
hazardous  wastes,  hazardous  or  toxic  substances  or  related
materials   as   defined  in  CERCLA,  the  Hazardous   Materials
Transportation  Act, as amended (49 U.S.C. 1801 et  seq.),  RCRA,
Articles   15   and  27  of  the  New  York  State  Environmental
Conservation Law or any other applicable Environmental Law and in
the regulations adopted pursuant thereto.

          "Hazardous Wastes" includes all waste materials subject
to regulation under CERCLA, RCRA or applicable state law, and any
other applicable Federal and state laws now in force or hereafter
enacted relating to hazardous waste disposal.

          "Indebtedness" of a Person at a particular  date  shall
mean all obligations of such Person which in accordance with GAAP
would  be classified upon a balance sheet as liabilities  (except
capital stock and surplus, earned or otherwise) and in any event,
without  limitation by reason of enumeration, shall  include  all
indebtedness, debt and other similar monetary obligations of such
Person  whether direct or guaranteed, and all premiums,  if  any,
due  at  the required prepayment dates of such indebtedness,  and
all  indebtedness  secured by a Lien  on  assets  owned  by  such
Person, whether or not such indebtedness actually shall have been
created, assumed or incurred by such Person. Any indebtedness  of
such Person resulting from the acquisition by such Person of  any
assets  subject  to any Lien shall be deemed,  for  the  purposes
hereof,  to  be  the equivalent of the creation,  assumption  and
incurring  of  the indebtedness secured thereby, whether  or  not
actually so created, assumed or incurred.

          "Insurance  Policies" shall mean (i) that certain  life
insurance  policy  (Policy No. 75005818) issued  to  Borrower  by
Transamerica Life Insurance Company naming Bober as insured,  and
any  contracts  supplemental  or additional  thereto,  (ii)  that
certain  life insurance policy (Policy No. 96-021-968) issued  to
Borrower  by  Equitable Life Insurance Company  naming  Bober  as
insured,  and  any contracts supplemental or additional  thereto,
(iii) that certain disability insurance policy (Policy No. RN HLD
0545)  issued  to Borrower by Reliance Insurance  Company  naming
Bober  as  insured, and any contracts supplemental or  additional
thereto, and (iv) any and all other insurance policies,  and  any
contracts  supplemental  or  additional  thereto,  maintained  by
Borrower pursuant to Section 4.20 hereof.

          "Inventory"  shall  mean  all now  owned  or  hereafter
acquired  goods or merchandise to be furnished under any contract
of  service  or  held for sale or lease, raw materials,  work  in
process, finished goods, materials and supplies of any kind,  and
other items of inventory, wherever located, and all documents  of
title  or other documents representing any of the foregoing.  The
term  "Inventory"  does  not include (i) any  items  included  in
Design Inventory or (ii) any goods of Lender which may be in  the
possession of Borrower under the Clothing Services Agreement.

          "Landlord"  shall mean Newmark & Company  Real  Estate,
Inc., agent for G.L.S. Associates.

          "Lease"  shall  mean  that certain Agreement  of  Lease
dated  as  of  June  27, 1994, between Landlord,  as  owner,  and
Borrower, as tenant, under which Borrower leases certain premises
in  the building located at 1430 Broadway, New York, New York, as
the same may be amended or modified from time to time.

          "Lender"  shall have the meaning ascribed to such  term
in  the  Preamble  and  shall  include  each  Person  who  is   a
transferee, successor or assign of Lender.

          "Lien"  shall mean any mortgage, deed of trust, pledge,
hypothecation, assignment, security interest, lien (whether a tax
lien,  judgment  lien,  a statutory lien or  otherwise),  Charge,
Claim  or  encumbrance, or preference, priority or other security
agreement or preferential arrangement in respect of any asset  of
any  kind or nature whatsoever including, without limitation, any
conditional  sale or other title retention agreement,  any  lease
having  substantially  the same economic effect  as  any  of  the
foregoing, and the filing of, or agreement to give, any financing
statement under the UCC or comparable law of any jurisdiction.

          "Loan  Documents"  shall mean, collectively,  the  Term
Note,  the Original Agreements, the Assignment of Insurance,  the
Assignment of Lease, the Guaranty, the Mortgage, the Stock Pledge
Agreement,  and all other agreements, instruments and  documents,
including,  without  limitation, guaranties, pledges,  powers  of
attorney,  consents, and all other writings  heretofore,  now  or
hereafter executed by Borrower or Bober and/or delivered to Chase
or  Lender  in respect of the transactions contemplated  by  this
Agreement.

          "Loan  Year" shall mean each twelve-month period during
the  Term ending on a December 31; provided, that the first  Loan
Year  shall  mean  the period beginning on the Closing  Date  and
ending on December 31, 1997.

          "Lockbox Agreement" shall have the meaning set forth in
Section 4.14(i) hereof.

          "Mortgage" shall mean that certain Real Estate Mortgage
dated  the  Closing Date, in substantially the form of Exhibit  F
attached hereto, to be executed by Bober in favor of Lender  with
respect to the Bober Farm.

          "Multiemployer Plan" shall mean a "multiemployer  plan"
as defined in Sections 3(37) and 4001(a)(3) of ERISA.

          "Net  Cash Flow" shall mean, for any period, an  amount
equal  to (A) Net Income plus depreciation and amortization  plus
or  minus  (B) any non-cash items properly added or  deducted  in
accordance  with GAAP in determining Borrower's  Net  Income  for
such  period  minus  (C)  Capital  Expenditures  permitted  under
Section 7.6.

          "Net  Income" with respect to any Person for any period
shall  mean  the  aggregate net income (or net deficit)  of  such
Person  equal  to the aggregate gross revenues and  other  proper
income for such Person during such period less the aggregate  for
such  Person during such period of (without duplication) (i) cost
of  goods  sold, (ii) interest expense, (iii) operating expenses,
(iv)  selling,  general and administrative expenses,  (v)  taxes,
(vi) depreciation, depletion and amortization of assets and (vii)
any  other  items  that are treated by such  Person  as  expenses
consistent with GAAP.

          "Obligations"  shall mean and include any  and  all  of
Borrower's liabilities, obligations and Indebtedness to Lender of
every  kind, nature and description, direct or indirect,  secured
or  unsecured,  joint,  several, joint and several,  absolute  or
contingent,  due  or  to  become due, now existing  or  hereafter
arising,  contractual  or tortious, liquidated  or  unliquidated,
including,   without  limitation,  any  and  all  of   Borrower's
liabilities, obligations and Indebtedness to Lender arising under
or  in connection with this Agreement, the Term Note or any other
Loan  Document or under or in connection with any other agreement
between Lender and Borrower.

          "Original  Agreements"  shall mean,  collectively,  the
Existing  Loan  Agreement,  the  Existing  Note,  and  all  other
agreements,  documents  and instruments  executed  in  connection
therewith   and   in   connection  with   all   other   financial
accommodations provided by Chase to Borrower, including,  without
limitation, all security agreements and promissory notes.

          "Participant"  shall  mean each  Person  who  shall  be
granted  the right by Lender to participate in the Term Loan  and
who shall have entered into a participation agreement in form and
substance satisfactory to Lender.

          "Payment  Office" shall mean the corporate  offices  of
Lender located at 765 Asp, Norman, Oklahoma 73069, or such  other
office  of  Lender, if any, which it may designate by  notice  to
Borrower to be the Payment Office.

          "PBGC"   shall   mean  the  Pension  Benefit   Guaranty
Corporation.

          "Permitted Encumbrances" shall mean (a) Liens in  favor
of  Lender;  (b)  Liens  for Charges not  delinquent,  or,  being
contested in good faith and by appropriate proceedings  and  with
respect  to  which proper reserves have been taken  by  Borrower;
provided, that, the Lien shall have no effect on the priority  of
the  Liens in favor of Lender or the value of the assets in which
Lender has such a Lien and a stay of enforcement of any such Lien
shall be in effect; (c) deposits or pledges to secure obligations
under worker's compensation, social security or similar laws,  or
under  unemployment insurance; (d) deposits or pledges to  secure
bids, tenders, contracts (other than contracts for the payment of
money),  leases, statutory obligations, surety and  appeal  bonds
and  other  obligations of like nature arising  in  the  ordinary
course  of  Borrower's business; (e) judgment Liens disclosed  in
Schedule  5.7(b) attached hereto that have been stayed or  bonded
and  against which adequate reserves therefor have been taken  in
conformity with GAAP; (f) mechanics', worker's, materialmen's  or
other  like  Liens arising in the ordinary course  of  Borrower's
business  with respect to obligations which are not due or  which
are  being contested in good faith by Borrower; (g) Liens  placed
upon  fixed assets hereafter acquired to secure a portion of  the
purchase  price thereof, provided, that (i) any such  Lien  shall
not  encumber  any  other  property  of  Borrower  and  (ii)  the
aggregate  amount of Indebtedness secured by such Liens  incurred
as  a  result of such purchases during any fiscal year shall  not
exceed  the  amounts  permitted under  Section  7.8  hereof;  (h)
security  interests  in  specific  items  of  imported  Inventory
granted  in  favor  of  banks  and other  financial  institutions
issuing  letters of credit in connection with Borrower's purchase
and  importation of such imported piece goods Inventory, so  long
as  the aggregate reimbursement obligations under such letters of
credit  do  not exceed $250,000; and (i) existing Liens disclosed
on  Schedule  1.2(b)  attached hereto. On a  case-by-case  basis,
Borrower  may request that Lender permit a temporary increase  in
the  $250,000  limitation set forth in the foregoing  clause  (h)
with  respect  to  Borrower's maximum  reimbursement  obligations
secured  by  imported  Inventory,  and  Lender  agrees   not   to
unreasonably withhold or delay its consent to any such request.

          "Person"  shall  mean an individual, a  partnership,  a
corporation, a business trust, a joint stock company, a trust, an
unincorporated  association,  a  joint  venture,  a  Governmental
Authority or any other entity of whatever nature.

          "Plan" shall mean any employee benefit plan within  the
meaning  of  Section 3(3) of ERISA, maintained for  employees  of
Borrower  or any member of the Controlled Group or any such  Plan
to  which  Borrower  or  any member of the  Controlled  Group  is
required to contribute on behalf of any of its employees.

          "Prime  Rate"  shall mean the "Prime Rate"  (i.e.,  the
base   rate  on  corporate  loans  at  large  U.S.  money  center
commercial  banks) as published in the "Money Rates"  section  of
The  Wall  Street Journal (Southwest Edition). In the event  such
rate  ceases  to  be published, "Prime Rate" shall  mean  another
comparable index rate selected by Lender in good faith.

          "Pro  Forma  Balance Sheet" shall have the meaning  set
forth in Section 5.4(b) hereof.

          "Projections"  shall  mean,  as  applicable,  (i)   the
projections  submitted to Lender at the Closing Date pursuant  to
Sections  5.4(c) and 8.18 hereof, and (ii) each annual  projected
operating  budget submitted to Lender pursuant  to  Section  9.12
hereof;  provided  that such projections have  been  approved  by
Lender.

          "RCRA"   shall  mean  the  Resource  Conservation   and
Recovery  Act,  42 U.S.C.  6901 et seq., as same may  be  amended
from time to time.

          "Real Property" shall mean (i) all of Borrower's right,
title  and  interest  in and to its owned  and  leased  premises,
including, without limitation, the Premises covered by the Lease,
and   (ii) all right, title and interest of Bober in and  to  his
owned  and  leased premises, including, without  limitation,  the
Bober Farm.

           "Receivables" shall mean and include all of Borrower's
accounts,   contract   rights,   instruments   (including   those
evidencing  indebtedness  among  Borrower  and  its  Affiliates),
documents,   chattel  paper,  general  intangibles  relating   to
accounts,  drafts  and  acceptances,  and  all  other  forms   of
obligations  owing to Borrower arising out of  or  in  connection
with the sale or lease of Inventory or the rendition of services,
all  guarantees and other security therefor, whether  secured  or
unsecured, now existing or hereafter created, and whether or  not
specifically sold or assigned to Lender hereunder.

          "Related Person" shall mean as to any Person, any other
Person  which, together with such Person, is treated as a  single
employer under Section 414(c) of the Code.

          "Release"  shall have the meaning set forth in  Section
5.6(c)(i) hereof.
     
          "Shinyei  Agreement" shall mean that certain Settlement
Agreement  dated  March 16, 1995, between  Borrower  and  Shinyei
Corporation of America.

          "Stock"  shall  mean  all shares of  capital  stock  of
Borrower  now  or  hereafter  owned or  controlled,  directly  or
indirectly, by Bober, and all stock certificates evidencing  said
shares,  including,  without limitation, the  stock  certificates
listed on Schedule 1.2(c) attached hereto, together with (i)  any
and   all   rights  associated  therewith,  (ii)  all  additional
securities or other property hereafter issued or paid to Bober on
account  of the Stock, whether by virtue of a stock split,  stock
dividend, reclassification, reorganization, merger, consolidation
or  otherwise, (iii) all cash dividends paid or payable to  Bober
with  respect to the Stock, (iv) all other amounts  at  any  time
paid  or payable to Bober on account of the Stock, including  in-
kind  distributions and liquidating distributions,  and  (v)  all
proceeds of the foregoing.

          "Stock Pledge Agreement" shall mean that certain  Stock
Pledge Agreement, in substantially the form of Exhibit E attached
hereto,  to be executed by Bober in favor of Lender and  covering
the Stock.

          "Subsidiary" of any Person shall mean a corporation  or
other  entity whose shares of stock or other ownership  interests
having ordinary voting power (other than stock or other ownership
interests having such power only by reason of the happening of  a
contingency)  to  elect  a  majority of  the  directors  of  such
corporation,  or other Persons performing similar  functions  for
such entity, are owned, directly or indirectly, by such Person.

          "Tangible Net Worth" shall mean, at a particular  date,
(a)  the  aggregate amount of all assets of Borrower  as  may  be
properly  classified as such in accordance with GAAP consistently
applied excluding such other assets as are properly classified as
intangible  assets  under  GAAP  including,  without  limitation,
goodwill,  leasehold improvements and trade names, less  (b)  the
aggregate amount of all liabilities of Borrower.

          "Term" shall have the meaning set forth in Section 13.1
hereof.

          "Term  Loan"   shall  mean  the  term  loan  made   and
continued pursuant to Section 2.1 hereof.

          "Term  Loan Rate" shall mean an interest rate per annum
equal  to  the  sum  of  the  Prime Rate  (adjusted  as  of  each
Adjustment  Date  during the Term based upon the  Prime  Rate  as
published  on  the  last  Business  Day  of  the  calendar  month
immediately preceding the applicable Adjustment Date), plus  four
and one-quarter percent (4.25%); provided that, in no event shall
the  Term  Loan  Rate  be less than twelve and  one-half  percent
(12.5%).

          "Term Note" shall mean the $2,750,000 Secured Term Loan
Note dated the Closing Date, in substantially the form of Exhibit
A attached hereto, to be executed by Borrower in favor of Lender.

          "Termination Date" shall have the meaning set forth  in
Section 13.1 hereof.

          "Termination Event" shall mean (i) a "reportable event"
(as  such term is defined in Section 4043 of ERISA) with  respect
to  any Plan or Multiemployer Plan; (ii) the withdrawal of either
Borrower  or any member of the Controlled Group from  a  Plan  or
Multiemployer Plan during a plan year in which such entity was  a
"substantial  employers"  as defined  in  Section  4001(a)(2)  of
ERISA;  (iii)  the providing of notice of intent to  terminate  a
Plan  in  a distress termination described in Section 4041(c)  of
ERISA;  (iv)  the  institution by  the  PBGC  of  proceedings  to
terminate  a  Plan  or  Multiemployer  Plan;  (v)  any  event  or
condition  (a) which might constitute grounds under Section  4042
of  ERISA for the termination of, or the appointment of a trustee
to  administer, any Plan or Multiemployer Plan, or (b)  that  may
result in termination of a Multiemployer Plan pursuant to Section
4041A of ERISA; or (vi) the partial or complete withdrawal within
the  meaning  of  Sections  4203 and 4205  of  ERISA,  of  either
Borrower   or  any  member  of  the  Controlled  Group   from   a
Multiemployer Plan.

          "Toxic  Substance" shall mean and include any  material
present  on  the  Real  Property which has  been  shown  to  have
significant adverse effect on human health or which is subject to
regulation  under  the Toxic Substances Control  Act  (TSCA),  15
U.S.C.   2601  et  seq.,  applicable  state  law,  or  any  other
applicable  Federal  or  state laws now  in  force  or  hereafter
enacted relating to toxic substances. "Toxic substance" includes,
but is not limited to, asbestos, polychlorinated biphenyls (PCBs)
and lead-based paints.

          "Transferee"  shall  have  the  meaning  set  forth  in
Section 14.3(b) hereof.

          "UCC" shall mean the Uniform Commercial Code as enacted
and  in effect in each applicable state or jurisdiction in  which
any  of the Collateral is located or, as applicable, in which the
chief executive office of Borrower is located.

          "Unsatisfied  Judgments" shall  have  the  meaning  set
forth in Section 5.7(b) hereof.

          "Warrant"  shall mean the ten (10) year  Warrant  dated
the  Closing Date, in substantially the form attached  hereto  as
Exhibit  G,  granting Lender the right to acquire twenty  percent
(20%) of the outstanding capital stock in Borrower.

     1.3.  Uniform Commercial Code Terms.  All terms used  herein
and  defined in the UCC as adopted in the State of Oklahoma shall
have the meaning given therein unless otherwise defined herein.

     1.4.  Certain  Matters of Construction.  The  terms  herein,
hereof  and hereunder and other words of similar import refer  to
this  Agreement  as  a  whole and not to any particular  section,
paragraph  or  subdivision. Any pronoun used shall be  deemed  to
cover  all  genders. Wherever appropriate in the  context,  terms
used  herein  in  the singular also include the plural  and  vice
versa.  All references to statutes and related regulations  shall
include  any  amendments of same and any successor  statutes  and
regulations.  All  references to any instruments  or  agreements,
including,  without limitation, references to  any  of  the  Loan
Documents,  shall include any and all modifications or amendments
thereto and any and all extensions or renewals thereof.

II.  LENDING AGREEMENT.
     
     2.1.  Term  Loan. At and effective as of the  Closing  Date,
Lender  agrees to make an additional advance to Borrower  in  the
principal  amount of $1,076,682.40,and to combine, rearrange  and
restructure such additional advance, together with an advance  of
$300,000   previously   made  by  Lender  and   the   Obligations
outstanding under the Existing Note, into a single term loan (the
"Term  Loan")  in  the principal amount of $2,750,000.00.  Lender
shall not be obligated to make further advances or extensions  of
credit  to Borrower, under the Term Loan or otherwise, after  the
Closing. The Term Loan shall be evidenced by and subject  to  the
terms  and conditions set forth in the Term Note. At the Closing,
Lender shall return the Existing Note to Borrower, marked with an
appropriate notation that the Existing Note has been renewed  and
replaced by the Term Note.

     2.2. Repayment of Principal and Interest.

          (a)   The  Term  Loan shall be due and  payable  as  to
principal  and  interest  in  monthly  installments  (subject  to
acceleration  upon the occurrence of an Event  of  Default  under
this Agreement or termination of this Agreement) on the last  day
of  each  calendar month beginning November 30,  1996;  provided,
that, the entire remaining principal balance of the Term Loan and
all  unpaid interest accrued thereon shall be due and payable  in
full and finally on December 31, 2002. The amount of the required
installments  of  principal and interest shall be  determined  as
follows:

               (i)   During  the first Loan Year,  principal  and
interest  shall be payable in monthly installments of  $33,894.36
each  (which  amount  was  determined by amortizing  the  initial
principal  balance  of the Term Loan at the  Term  Loan  Rate  in
effect  on  the date hereof over an assumed Term of fifteen  (15)
years).

               (ii) During each Loan Year thereafter, the amounts
of the required monthly principal and interest installments shall
be  adjusted as of each Adjustment Date by amortizing the  unpaid
principal balance of the Term Note as of the such Adjustment Date
over  the remainder of the Term at an interest rate equal to  the
Term Loan Rate in effect as of such Adjustment Date.

          (b)  All monthly installment payments made pursuant  to
Paragraph  (a)  shall  be applied first to  the  unpaid  interest
accrued  on the Term Note (determined in the manner set forth  in
Section 3.1) and then to the principal balance thereof.

          (c)  Borrower may prepay the entire remaining principal
balance  of  the Term Note at any time, subject to  a  prepayment
charge  equal to one percent (1%) of the amount prepaid.  Partial
prepayments are not permitted.

     2.3. Making of Payments.

          (a)    All  payments  (including  any  prepayment)   of
principal, interest and other amounts payable hereunder or  under
any  of the other Loan Documents, shall be made to Lender at  the
Payment  Office not later than 1:00 p.m. (Oklahoma time)  on  the
due date therefor in lawful money of the United States of America
in  federal funds or other funds immediately available to Lender.
If any payment to be made hereunder becomes due and payable on  a
day  other  than  a Business Day, the due date thereof  shall  be
extended to the next succeeding Business Day and interest thereon
shall  be  payable at the Term Loan Rate during  such  extension.
Lender shall have the right to effectuate payment on any and  all
Obligations due and owing hereunder by offsetting any amounts due
and owing from Lender to Borrower, including amounts which may be
owing   by   Lender  to  Borrower  under  the  Clothing  Services
Agreement.

          (b)  All payments (including any prepayment) to be made
by  Borrower  on account of principal, interest and fees  on  the
Term  Loan  and all other amounts payable hereunder or under  any
other  Loan Document shall be made without any deduction for  any
set-off or counterclaim.

          (c)   Lender shall record in its books and records  the
date and amount of each payment received by Lender in respect  of
the Term Loan, and Lender's records shall be prima facie evidence
of  the  amounts  owing  in respect of the Term  Loan;  provided,
however,  that Lender's failure to record the date and amount  of
any payment shall not adversely affect Lender.

     2.4. Additional Payments.  Any sums expended by Lender which
are reasonably related to Borrower's failure to perform or comply
with  its  obligations under this Agreement or any Loan  Document
including,  without  limitation,  Borrower's  obligations   under
Sections 4.2, 4.4, 4.12, 4.13, 4.25 and 6.1 hereof, may be  added
to the Obligations and shall be evidenced by the Term Note.

III. INTEREST.

     3.1.  Interest.  Interest shall be computed  on  the  actual
principal balance of the Term Loan outstanding from time to  time
at  a rate per annum equal to the Term Loan Rate.  Upon and after
the  occurrence of any Event of Default (other than an  Event  of
Default  under Section 10.1) and during the continuation thereof,
the  Obligations shall bear interest at the Term Loan  Rate  plus
two percent (2%) per annum, and upon and after the occurrence  of
an   Event   of  Default  under  Section  10.1  and  during   the
continuation thereof, the Obligations shall bear interest at  the
Term Loan Rate plus five and three-quarters percent  (5-3/4%) per
annum  (as  applicable, the "Default Rate"). Notwithstanding  the
foregoing, the Default Rate will not be applicable to the  extent
that  any Event of Default (other than an Event of Default  under
Section  10.1)  occurs as a direct result of the  fact  that  the
Clothing Services Commissions actually earned by Borrower for any
period are less than the Clothing Services Commissions forecasted
to  be  earned  in the Projections for such period,  so  long  as
Lender  has approved such forecasts pursuant to Section  8.18  or
9.12 hereof.

     3.2.  Computation of Interest. Interest hereunder  shall  be
computed  on the basis of a year of 360 days and for  the  actual
number of days elapsed.

      3.3. Maximum Charged. In no event whatsoever shall interest
and  other  charges  charged hereunder exceed  the  highest  rate
permissible  under  law  which a court of competent  jurisdiction
shall,  in a final determination, deem applicable hereto. In  the
event  that a court determines that Lender has received  interest
and  other  charges  hereunder in  excess  of  the  highest  rate
applicable hereto, such excess interest shall be first applied to
any  unpaid principal balance owed by Borrower, and if  the  then
remaining  excess interest is greater than the previously  unpaid
principal  balance,  Lender  shall promptly  refund  such  excess
amount  to  Borrower and the provisions hereof  shall  be  deemed
amended to provide for such permissible rate.

IV.  COLLATERAL AND SECURITY; GENERAL TERMS

     4.1.  Security  Interest in the Collateral. Borrower  hereby
acknowledges,  confirms  and agrees that  Lender  has  and  shall
continue to have a Lien upon all Collateral heretofore granted to
Chase   pursuant  to  the  Original  Agreements  to  secure   the
Obligations.  To the extent not otherwise granted  thereunder  or
under the Original Agreements or otherwise granted to or held  by
Lender, Borrower hereby pledges and assigns to Lender, and grants
to  Lender  a continuing security interest in and to all  of  the
Collateral,  whether now owned or existing or hereafter  acquired
or  arising  and wheresoever located, to secure the  Obligations,
and Borrower further agrees, at the Closing, to execute the First
Amendment to Trademark Security Agreement.

     4.2.  Perfection of Security Interest. Borrower  shall  take
all action that Lender may reasonably request, so as at all times
to maintain the validity, perfection, enforceability and priority
of  Lender's  security interests in the Collateral or  to  enable
Lender  to protect, exercise or enforce its rights hereunder  and
in  the Collateral, including, but not limited to (i) immediately
discharging all Liens other than Permitted Encumbrances (subject,
however, to the provisions of Section 8.4(h) relating to  certain
Liens  to  be  discharged within sixty (60)  days  following  the
Closing), (ii) obtaining landlords' or mortgagees' lien  waivers,
(iii)  delivering  to  Lender, endorsed or  accompanied  by  such
instruments of assignment as Lender may specify, and stamping  or
marking,  in  such  manner as Lender may  specify,  any  and  all
chattel paper, instruments, letters of credit and advices thereof
and  documents  evidencing or forming a part of  the  Collateral,
(iv)  entering  into  lockbox  and other  custodial  arrangements
reasonably  satisfactory to Lender, (v) executing and  delivering
financing  statements, instruments of pledge, mortgages,  notices
and  assignments, in each case in form and substance satisfactory
to  Lender,  relating  to  the  creation,  validity,  perfection,
maintenance or continuation of Lender's security interests  under
the  UCC or other applicable law, and (vi) marking its books  and
records  as may be necessary or appropriate to evidence,  protect
and  perfect Lender's security interest and causing its financial
statements  to  reflect  such  security  interest.  All  charges,
expenses and fees Lender may incur in doing any of the foregoing,
and  any  local  taxes  relating thereto,  shall  be  charged  to
Borrower  and  added to the Obligations, or, at Lender's  option,
shall be paid to Lender immediately upon demand.

     4.3. Disposition of Collateral. Borrower will safeguard  and
protect  all  of the Collateral for Lender's general account  and
make no disposition thereof, whether by sale, lease or otherwise,
except  for  (i)  the collection of Receivables in  the  ordinary
course  of Borrower's business, and (ii) the disposition, whether
by  sale, lease or otherwise, of any Collateral during any fiscal
year  having  an  aggregate fair market value of  not  more  than
$25,000  ("Permitted  Sale") and only  to  the  extent  that  the
proceeds  of any such disposition are remitted to Lender.  Lender
will  remit  the  proceeds of a Permitted Sale to Borrower,  upon
Borrower's  request  therefor, in order  to  enable  Borrower  to
replace  the  property or asset sold and for  no  other  purpose,
provided  that  such purchase occurs within sixty  (60)  days  of
receipt by Lender of such proceeds. If such property or asset  is
not  purchased  by Borrower or, if the proceeds of the  Permitted
Sale  exceed  the purchase price of the replacement  property  or
asset,  the proceeds of the Permitted Sale or the unused  portion
of  such proceeds, as the case may be, will be applied by  Lender
to the Obligations.

     4.4.  Preservation of Collateral. In addition to the  rights
and  remedies set forth in Section 11.1 hereof, Lender may at any
time  following the occurrence and during the continuation of  an
Event  of  Default: (a) take such steps as Lender deems necessary
to  protect  Lender's interest in and to preserve the Collateral,
including  the hiring of such security guards or the  placing  of
other  security protection measures as Lender may deem reasonably
appropriate;  (b)  employ  and  maintain  at  any  of  Borrower's
premises a custodian who shall have full authority to do all acts
necessary  to  protect Lender's interests in the Collateral;  (c)
use  any of Borrower's owned or leased lifts, hoists, trucks  and
other  facilities  or  equipment for  handling  or  removing  the
Collateral; (d) have, and is hereby granted, a right  of  ingress
and egress to the places where the Collateral is located, and may
proceed  over  and  through  any of Borrower's  owned  or  leased
property; and (e) lease warehouse facilities to which Lender  may
move  all  or  part of the Collateral. Borrower  shall  cooperate
fully with all of Lender's efforts to preserve the Collateral and
will  take such reasonable actions to preserve the Collateral  as
Lender  may  direct.  All  of  Lender's  reasonable  expenses  of
preserving the Collateral, including any expenses relating to the
bonding of a custodian, shall be charged to Borrower and added to
the Obligations.

     4.5.   Ownership  of  Collateral.   With  respect   to   the
Collateral,  at  the  time  the  Collateral  becomes  subject  to
Lender's security interest: (a) Borrower shall be the sole  owner
of and fully authorized and able to sell, transfer, pledge and/or
grant  a  first security interest in each and every item  of  the
Collateral to Lender, and, except for Permitted Encumbrances, the
Collateral shall be free and clear of all Liens, Claims,  Charges
and  encumbrances  whatsoever; (b) each  document  and  agreement
executed  by  Borrower or delivered to Lender in connection  with
this Agreement shall be true and correct in all respects; (c) all
signatures  and  endorsements of Borrower  that  appear  on  such
documents and agreements shall be genuine and Borrower shall have
full capacity to execute same; and (d) Borrower's Equipment shall
be located as set forth on Schedule 4.5 attached hereto and shall
not  be  removed from such location(s) without the prior  written
consent  of  Lender,  except with respect to the  disposition  of
properties  and  assets of Borrower to the  extent  permitted  in
Section 4.3 hereof.

     4.6.  Defense of Lender's Interests.  Until (a) payment  and
performance in full of all of the Obligations and (b) termination
of  this  Agreement, Lender's interests in the  Collateral  shall
continue  in  full force and effect. During such period  Borrower
shall  not, without Lender's prior written consent, pledge,  sell
(except  the  disposition  of  other  properties  and  assets  of
Borrower to the extent permitted in Section 4.3 hereof),  assign,
transfer,  create or suffer to exist a Lien upon or  encumber  or
allow  or suffer to be encumbered in any way except for Permitted
Encumbrances, any part of the Collateral. Borrower  shall  defend
Lender's interests in the Collateral against any and all  persons
whatsoever. At any time following demand by Lender for payment of
all  Obligations, Lender shall have the right to take  possession
of  the  indicia of the Collateral and the Collateral in whatever
physical  form contained, including, without limitation,  labels,
stationery, documents, instruments and advertising materials.  If
Lender exercises this right to take possession of the Collateral,
Borrower  shall,  upon demand, assemble it  in  the  best  manner
possible  and  make it available to Lender at a place  reasonably
convenient   to  Lender.  In  addition,  with  respect   to   all
Collateral,  Lender shall be entitled to all of  the  rights  and
remedies  set  forth herein and further provided by  the  UCC  or
other  applicable  law. Borrower shall, and Lender  may,  at  its
option,  instruct all suppliers, carriers, forwarders, warehouses
or  others  receiving  or  holding  cash,  checks,  documents  or
instruments in which Lender holds a security interest to  deliver
same to Lender and/or subject to Lender's order and if they shall
come into Borrower's possession, they, and each of them, shall be
held  by Borrower in trust as Lender's trustee, and Borrower will
immediately  deliver  them  to  Lender  in  their  original  form
together with any necessary endorsement.

     4.7.  Books  and  Records.  Borrower (a) shall  keep  proper
books  of  record  and account in which full,  true  and  correct
entries  will be made of all dealings or transactions  of  or  in
relation  to  its business and affairs; (b) set up on  its  books
accruals with respect to all taxes, assessments, charges,  levies
and  claims; and (c) on a reasonably current basis set up on  its
books,   from   its   earnings,   allowances   against   doubtful
Receivables,  advances  and  investments  and  all  other  proper
accruals  (including without limitation by reason of enumeration,
accruals  for  premiums,  if any, due on  required  payments  and
accruals  for  depreciation,  obsolescence,  or  amortization  of
properties),  which  should be set aside from  such  earnings  in
connection with its business. All determinations pursuant to this
Section 4.7 shall be made in accordance with, or as required  by,
GAAP consistently applied in the opinion of the Accountants.

     4.8.  Financial  Disclosure.   Borrower  hereby  irrevocably
authorizes  and directs all Accountants employed by  Borrower  at
any time during the term of this Agreement to exhibit and deliver
to Lender copies of any of Borrower's financial statements, trial
balances  or  other  accounting  records  of  any  sort  in   the
Accountants'   possession,  accompanied   by   the   Accountants'
management letter, and to disclose to Lender any information such
Accountants may have concerning Borrower's financial  status  and
business  operations.  Borrower hereby  authorizes  all  federal,
state  and  municipal authorities to furnish to Lender copies  of
reports  or  examinations relating to Borrower, whether  made  by
Borrower  or  otherwise; however, Lender will attempt  to  obtain
such  information  or materials directly from Borrower  prior  to
seeking  such  information or materials from the  Accountants  or
such authorities.

     4.9.  Compliance with Laws. Borrower shall comply  with  all
acts,   rules,   regulations  and  orders  of  any   legislative,
administrative  or  judicial body or official applicable  to  the
Collateral  or any part thereof or to the operation of Borrower's
business  the  non-compliance with which would  have  a  material
adverse effect on the Collateral, or the operations, business  or
condition  (financial  or otherwise) of Borrower.  Borrower  may,
however, contest or dispute any acts, rules, regulations,  orders
and  directions  of those bodies or officials in  any  reasonable
manner, provided that any related lien is inchoate or stayed  and
sufficient   reserves   are   established   to   the   reasonable
satisfaction of Lenders to protect Lender's Lien on  or  security
interest in the Collateral. The Collateral at all times shall  be
maintained  in accordance with the requirements of all  insurance
carriers  which provide insurance with respect to the  Collateral
so that such insurance shall remain in full force and effect.

     4.10.      Inspection  of Premises. At all reasonable  times
Lender  shall have full access to and the right to audit,  check,
inspect  and  make  abstracts and copies from  Borrower's  books,
records, audits, correspondence and all other papers relating  to
the  Collateral and the operation of Borrower's business.  Lender
and  its agents may enter upon any of Borrower's premises at  any
time during business hours and at any other reasonable time,  and
from  time  to time, for the purpose of inspecting the Collateral
and  any and all records pertaining thereto and the operation  of
Borrower's business.

     4.11.      Insurance. Borrower shall bear the full  risk  of
any loss of any nature whatsoever with respect to the Collateral.
At  Borrower's own cost and expense in amounts and with  carriers
reasonably acceptable to Lender, Borrower shall (a) keep all  its
insurable  properties  and properties in which  Borrower  has  an
interest  insured  against the hazards of fire, flood,  sprinkler
leakage, those hazards covered by extended coverage insurance and
such other hazards, and for such amounts, as is customary in  the
case  of  companies engaged in businesses similar  to  Borrower's
including,  without limitation, business interruption  insurance;
(b)  maintain a bond in such amounts as is customary in the  case
of companies engaged in businesses similar to Borrower's insuring
against  larceny, embezzlement or other criminal misappropriation
of  insured's  officers and employees who may  either  singly  or
jointly  with  others at any time have access to  the  assets  or
funds  of Borrower either directly or through authority  to  draw
upon  such funds or to direct generally the disposition  of  such
assets;  (c)  maintain  public  and product  liability  insurance
against  claims  for  personal injury, death or  property  damage
suffered  by  others; (d) maintain all such worker's compensation
or  similar  insurance as may be required under the laws  of  any
state  or  jurisdiction in which Borrower is engaged in business;
and  (e)  furnish  Lender with (i) copies  of  all  policies  and
evidence  of  the  maintenance of such policies  by  the  renewal
thereof at least thirty (30) days before any expiration date, and
(ii)  appropriate loss payable endorsements in form and substance
reasonably  satisfactory to Lender, naming Lender as a co-insured
and  loss payee as its interests may appear with respect  to  all
insurance coverage referred to in clauses (a), (b) and (c) above,
and   providing  (A)  that  all  proceeds  with  respect  to  the
Collateral thereunder shall be payable to Lender as its interests
may appear, (B) no such insurance shall be affected by any act or
neglect of the insured or owner of the property described in such
policy, and (C) that such policy and loss payable clauses may not
be  canceled,  amended or terminated unless at least  (x)  thirty
(30)  days' prior written notice is given to Lender or  (y)  such
lesser  notice as shall be provided to Borrower under its policy.
In  the  event of any loss thereunder, the carriers named therein
hereby  are  directed by Lender and Borrower to make payment  for
such  loss  to Lender and not to Borrower and Lender jointly.  If
any insurance losses are paid by check, draft or other instrument
payable  to  Borrower  and  Lender jointly,  Lender  may  endorse
Borrower's  name thereon and do such other things as  Lender  may
deem  advisable  to  reduce the same to cash.  Lender  is  hereby
authorized  to  adjust  and  compromise  claims  under  insurance
coverage referred to in clauses (a), (b) and (c) above. All  loss
recoveries  received  by Lender upon any such  insurance  may  be
applied  to the Obligations, in such order as Lender in its  sole
discretion shall determine. Any surplus shall be paid  by  Lender
to  Borrower or applied as may be otherwise required by law.  Any
deficiency  thereon  shall  be paid by  Borrower  to  Lender,  on
demand. Anything hereinabove to the contrary notwithstanding, and
subject  to  the fulfillment of the conditions set  forth  below,
Lender  shall  remit to Borrower insurance proceeds  received  by
Lender during any calendar year under insurance policies procured
and  maintained  by  Borrower which insure  Borrower's  insurable
properties  to the extent such insurance proceeds do  not  exceed
$25,000 in the aggregate during such calendar year or $25,000 per
occurrence  subject in each instance to satisfaction of  each  of
the  following  conditions: (x) no Event of  Default  or  Default
shall  then  have  occurred,  and (y)  Borrower  shall  use  such
insurance  proceeds to repair, replace or restore  the  insurable
property which was the subject of the insurable loss and  for  no
other purpose within sixty (60) days of receipt of such proceeds.
In  the event the amount of insurance proceeds received by Lender
for  any  occurrence exceeds $25,000, then Lender  shall  not  be
obligated  to remit the insurance proceeds to Borrower,  however,
in  the event the insurance proceeds received exceed $25,000  but
are  less  than $75,000, Lender will consider, in the good  faith
exercise  of its reasonable discretion, a request by Borrower  to
receive such proceeds to repair, replace or restore the insurable
property  that was the subject of the insurable loss, subject  to
the conditions set forth in the preceding sentence.

     4.12.     Payment of Taxes. Borrower will pay, when due, all
taxes, assessments and other Charges or Claims lawfully levied or
assessed  upon  Borrower  or  any of  the  Collateral  including,
without limitation, real and personal property taxes, assessments
and   charges  and  all  franchise,  income,  employment,  social
security  benefits, withholding, and sales taxes. If any  tax  by
any Governmental Authority is or may be imposed on or as a result
of  any transaction between Borrower and Lender which Lender  may
be  required to withhold or pay or if any taxes, assessments,  or
other  Charges  remain  unpaid after the  date  fixed  for  their
payment,  or  if  any Claim shall be made which, in  Lender's  or
Lender's  opinion, may possibly create a valid  Lien,  Charge  or
Claim  on  the Collateral, Lender may without notice to  Borrower
pay the taxes, assessments, Liens, Charges or Claims and Borrower
hereby  indemnifies and holds Lender harmless in respect thereof.
Lender  will  not pay any taxes, assessments, Liens,  Charges  or
Claims  to  the  extent that Borrower has contested  or  disputed
those Liens, Charges and Claims in good faith, by timely protest,
administrative or judicial appeal or similar proceeding  provided
that  any related tax lien is stayed and sufficient reserves  are
established to the reasonable satisfaction of Lender  to  protect
Lender's  security  interest in or Lien on  the  Collateral.  The
amount of any payment by Lender under this Section 4.12 shall  be
added to the Obligations and, until Borrower shall furnish Lender
with  an  indemnity  therefor  (or supply  Lender  with  evidence
reasonably  satisfactory to Lender that  due  provision  for  the
payment  thereof  has  been made), Lender may  hold  any  balance
standing to Borrower's credit in an interest-bearing account  and
Lender  shall  retain  its  security  interest  in  any  and  all
Collateral held by Lender.

     4.13.      Payment of Leasehold Obligations. Borrower  shall
at  all times pay, when and as due, its rental obligations  under
all  leases  under  which  it  is a  tenant,  including,  without
limitation,  the  Lease,  and  shall  otherwise  comply,  in  all
material  respects, with all other terms of such leases and  keep
them  in  full  force  and effect and, at Lender's  request  will
provide evidence of having done so.

     4.14.     Receivables.

          (a)   Nature  of Receivables.  Each of the  Receivables
shall  be a bona fide and valid account representing a bona  fide
indebtedness incurred by the Customer therein named, for a  fixed
sum  as  set  forth  in  the invoice relating  thereto  (provided
immaterial or unintentional invoice errors shall not be deemed to
be a breach hereof) with respect to an absolute sale or lease and
delivery  of goods upon stated terms of Borrower, or work,  labor
or  services theretofore rendered by Borrower as of the date each
Receivable  is created. Same shall be due and owing in accordance
with Borrower's standard terms of sale without dispute, setoff or
counterclaim  except as may be stated on the accounts  receivable
schedules delivered by Borrower to Lender.

          (b)   Solvency of Customers. Each Customer, to the best
of  Borrower's  knowledge,  as of the  date  each  Receivable  is
created,  is  and will be solvent and able to pay all Receivables
on  which  the  Customer is obligated in full when  due  or  with
respect  to  such  Customers  of Borrower  who  are  not  solvent
Borrower has set up on its books and in its financial records bad
debt reserves adequate to cover such Receivables.

          (c)   Locations of Borrower. Borrower's chief executive
office  is  located at 1430 Broadway, New York, New  York.  Until
written notice is given to Lender by Borrower of any other office
at which it keeps its records pertaining to Receivables, all such
records shall be kept at such executive office.

          (d)    Collection  of  Receivables.  Until   Borrower's
authority  to do so is terminated by Lender (which notice  Lender
may  give  at  any time following the occurrence of an  Event  of
Default or a Default or when Lender in its sole discretion  deems
it  to  be  in  its  best interest to do so), Borrower  will,  at
Borrower's sole cost and expense, but on Lender's behalf and  for
Lender's  account, collect as Lender's property and in trust  for
Lender  all  amounts  received  on  Receivables,  and  shall  not
commingle such collections with Borrower's funds or use the  same
except  to pay Obligations. Borrower shall, upon request, deliver
or  cause to be delivered to Lender in original form and  on  the
date of receipt thereof, all checks, drafts, notes, money orders,
acceptances, cash and other evidences of Indebtedness.

          (e)   Notification of Assignment of Receivables. At any
time,  Lender  shall  have  the  right  to  send  notice  of  the
assignment of, and Lender's security interest in, the Receivables
to  any and all Customers or any third party holding or otherwise
concerned  with  any  of the Collateral. At any  time  after  the
occurrence  of any Event of Default, Lender shall have  the  sole
right  to  collect  the  Receivables,  take  possession  of   the
Collateral,   or  both.  Lender's  actual  collection   expenses,
including, but not limited to, stationery and postage,  telephone
and  telegraph, applicable secretarial and clerical expenses  and
the salaries of any collection personnel used for collection, may
be charged to Borrower and added to the Obligations.

          (f)   Power  of  Lender  to Act on  Borrower's  Behalf.
Lender  shall  have the right to receive, endorse, assign  and/or
deliver  in  the name of Lender or Borrower any and  all  checks,
drafts and other instruments for the payment of money relating to
the   Receivables,   and  Borrower  hereby   waives   notice   of
presentment,  protest  and  non-payment  of  any  instrument   so
endorsed.    Borrower  hereby  constitutes  Lender  or   Lender's
designee  as  Borrower's  attorney  with  power  (i)  to  endorse
Borrower's  name  upon  any notes, acceptances,  checks,  drafts,
money orders or other evidences of payment or Collateral; (ii) to
sign Borrower's name on any invoice or bill of lading relating to
any of the Receivables, drafts against Customers, assignments and
verifications  of  Receivables; (iii) to  send  verifications  of
Receivables to any Customer; (iv) to sign Borrower's name on  all
financing statements or any other documents or instruments deemed
necessary  or  appropriate  by Lender to  preserve,  protect,  or
perfect Lender's interest in the Collateral and to file same; (v)
to  demand payment of the Receivables; (vi) to enforce payment of
the  Receivables  by  legal proceedings or  otherwise;  (vii)  to
exercise  all of Borrower's rights and remedies with  respect  to
the  collection  of  the  Receivables and any  other  Collateral;
(viii)  to  settle,  adjust,  compromise,  extend  or  renew  the
Receivables;  (ix)  to  settle, adjust or  compromise  any  legal
proceedings brought to collect Receivables; (x) to prepare,  file
and  sign  Borrower's name on a proof of claim in  bankruptcy  or
similar document against any Customer; (xi) to prepare, file  and
sign  Borrower's  name  on  any notice  of  Lien,  assignment  or
satisfaction of Lien or similar document in connection  with  the
Receivables; and (xii) to do all other acts and things  necessary
to  carry  out  this  Agreement. All acts  of  said  attorney  or
designee  are hereby ratified and approved, and said attorney  or
designee  shall  not  be  liable for  any  acts  of  omission  or
commission nor for any error of judgment or mistake of fact or of
law, unless done maliciously or with gross (not mere) negligence;
this  power  being coupled with an interest is irrevocable  while
any of the Obligations remain unpaid. Lender shall have the right
at  any  time following the occurrence of an Event of Default  or
Default, to change the address for delivery of mail addressed  to
Borrower to such address as Lender may designate.

          (g)    No  Liability.  Lender  shall  not,  under   any
circumstances or in any event whatsoever, have any liability  for
any  error  or omission or reasonable delay of any kind occurring
in   the  settlement,  collection  or  payment  of  any  of   the
Receivables or any instrument received in payment thereof, or for
any  damage resulting therefrom. At any time after the occurrence
of  any  Event of Default, Lender may, without notice or  consent
from Borrower, sue upon or otherwise collect, extend the time  of
payment  of,  compromise or settle for cash, credit or  upon  any
terms any of the Receivables or any other securities, instruments
or  insurance  applicable  thereto  and/or  release  any  obligor
thereof,  and  Lender is authorized and empowered to  accept  the
return  of  the  goods  represented by any  of  the  Receivables,
without notice to or consent by Borrower, all without discharging
or in any way affecting Borrower's liability hereunder.

          (h)   Adjustments.  Borrower will not, without Lender's
consent, compromise or adjust any Receivables (or extend the time
for  payment  thereof) or accept any returns  of  merchandise  or
grant  any  additional discounts, allowances or  credits  thereon
except  for  those compromises, adjustments, returns,  discounts,
credits and allowances as have been heretofore customary  in  the
business of Borrower.

          (i)   Lockbox  Agreement. Borrower shall enter  into  a
lockbox agreement (the "Lockbox Agreement") for the collection of
Borrower's  Receivables. The Lockbox Agreement shall be  in  form
and  content satisfactory to Lender and shall include  provisions
whereby   the  lockbox  bank  (i)  recognizes  Lender's  security
interest  in  all Receivables and all amounts collected  thereon,
(ii)  agrees to provide Borrower and Lender with a monthly report
of  Receivables collections and balances, and (iii)  agrees  upon
notice  from  Lender (such notice to contain a  certification  by
Lender  that  an  Event  of Default has occurred)  to  remit  all
amounts  collected  in  respect of the  Receivables  directly  to
Lender.

          (j)   Factoring Arrangements. During the Term, Borrower
shall  not  factor any of its Receivables, and as of the  Closing
Date,  any  existing  factoring  arrangements  shall  have   been
terminated.  Notwithstanding  the foregoing,  Borrower  shall  be
permitted  to enter into the CIT Agreement provided that  all  of
the  following  conditions  are satisfied:  (i)  all  Receivables
purchased  or  to  be purchased by CIT thereunder  are  purchased
subject  to  the  prior security interest  of  Lender;  (ii)  the
relative  rights  and  priorities  of  Lender  and  CIT  in   the
Receivables  of  Borrower  are  set  forth  in  an  intercreditor
agreement containing terms and conditions satisfactory to Lender;
(iii)  at  no  time will CIT have any rights in  any  Receivables
which  are  superior to Lender's rights, except with  respect  to
past-due  accounts which have been "matured" in  accordance  with
paragraph 9 of the CIT Agreement; and (iv) the only "Obligations"
of  Borrower  to CIT under the CIT Agreement shall be  the  fees,
charges  and  commissions set forth in paragraph 11  of  the  CIT
Agreement.

     4.15.      Inventory. All Inventory has been, and  will  be,
produced  by Borrower in accordance with the Federal  Fair  Labor
Standards Act of 1938, as amended, and all rules, regulations and
orders thereunder.

     4.16.     Maintenance of Equipment.  The Equipment shall  be
maintained  in  good  operating condition and repair  (reasonable
wear  and  tear excepted) and all necessary replacements  of  and
repairs  thereto  shall be made so that the value  and  operating
efficiency  of  the Equipment shall be maintained and  preserved.
Borrower  shall not use or operate the Equipment in violation  of
any law, statute, ordinance, code, rule or regulation.

     4.17.       Exculpation   of  Liability.    Nothing   herein
contained  shall be construed to constitute Lender as  Borrower's
agent for any purpose whatsoever, nor shall Lender be responsible
or   liable  for  any  shortage,  discrepancy,  damage,  loss  or
destruction of any part of the Collateral wherever the  same  may
be located and regardless of the cause thereof. Lender shall not,
whether  by  anything herein or in any assignment  or  otherwise,
assume  any  of  Borrower's obligations  under  any  contract  or
agreement assigned to Lender, and Lender shall not be responsible
in  any  way for the performance by Borrower of any of the  terms
and conditions thereof.

     4.18.      Environmental Matters.

          (a)   Each  of Borrower and Bober will ensure that  all
Real Property owned, operated or used by it remains in compliance
with  all  applicable Environmental Laws and will  not  place  or
permit to be placed any Hazardous Substances on any Real Property
owned,  operated or used by it, except as permitted by applicable
law or appropriate Governmental Authorities.

          (b)   Borrower will establish and maintain a system  to
assure  and  monitor  continued compliance  with  all  applicable
Environmental Laws, which system shall include periodic review of
such compliance.

          (c)   Each  of  Borrower and Bober will (i)  employ  in
connection  with its use of any Real Property owned, operated  or
used   by   it  appropriate  technology  necessary  to   maintain
compliance  with  any  applicable  Environmental  Laws  and  (ii)
dispose  of  any and all Hazardous Waste generated at  such  Real
Property only at facilities and with carriers that maintain valid
permits  under RCRA and any other applicable Environmental  Laws.
Each  of Borrower and Bober shall use its best efforts to  obtain
certificates  of  disposal,  such  as  hazardous  waste  manifest
receipts,  from  all  treatment, transport, storage  or  disposal
facilities  or  operators employed by Borrower or Bober,  as  the
case may be, in connection with the transport or disposal of  any
Hazardous Waste generated at any Real Property.

          (d)   In the event Borrower or Bober obtains, gives  or
receives  notice  of  any  Release or  threat  of  Release  of  a
reportable  quantity  of  any Hazardous Substances  at  any  Real
Property  owned,  operated or used by it (any  such  event  being
hereinafter  referred to as a "Hazardous Discharge") or  receives
any  notice of violation, request for information or notification
that  it  is potentially responsible for investigation or cleanup
of  environmental conditions at such Real Property, demand letter
or  complaint,  order,  citation, or other  written  notice  with
regard  to  any Hazardous Discharge or violation of Environmental
Laws affecting such Real Property or its interest therein (any of
the   foregoing  is  referred  to  herein  as  an  "Environmental
Complaint")   from  any  Person,  including  any   state   agency
responsible in whole or in part for environmental matters in  the
state in which such Real Property is located or the United States
Environmental  Protection  Agency  (any  such  person  or  entity
hereinafter the "Authority"), then Borrower or Bober, as the case
may be, shall, within five (5) Business Days, give written notice
of  same to Lender detailing facts and circumstances of which  it
is  aware giving rise to the Hazardous Discharge or Environmental
Complaint. Such information is to be provided to allow Lender  to
protect  its security interest in the Real Property  and  is  not
intended to create nor shall it create any obligation upon Lender
with respect thereto.
            (e) Each of Borrower and Bober shall promptly forward
to  Lender copies of any request for information, notification of
potential   liability,  demand  letter  relating   to   potential
responsibility with respect to the investigation  or  cleanup  of
Hazardous Substances at any other site owned, operated or used by
it  to  dispose  of  Hazardous Substances and shall  continue  to
forward  copies  of correspondence between it and  the  Authority
regarding such claims to Lender until the claim is settled.  Each
of  Borrower and Bober shall promptly forward to Lender copies of
all documents and reports concerning a Hazardous Discharge at any
Real  Property owned, operated or used by it that it is  required
to  file under any Environmental Laws.  Such information is to be
provided  solely  to  allow Lender to protect  Lender's  security
interest in the Real Property and the Collateral.

          (f)   Each of Borrower and Bober shall respond promptly
to  any  Hazardous Discharge or Environmental Complaint and  take
all  necessary  action in order to safeguard the  health  of  any
Person and to avoid subjecting the Collateral or Real Property to
any Lien.  If Borrower or Bober shall fail to respond promptly to
any Hazardous Discharge or Environmental Complaint or if Borrower
or Bober shall fail to comply with any of the requirements of any
Environmental Laws, Lender may, but without the obligation to  do
so,   for  the  sole  purpose  of  protecting  its  interest   in
Collateral:   (A) give such notices or (B) enter  onto  the  Real
Property  (or  authorize third parties to  enter  onto  the  Real
Property) and take such actions as Lender (or such third  parties
as directed by Lender) deem reasonably necessary or advisable, to
clean  up,  remove,  mitigate or otherwise  deal  with  any  such
Hazardous  Discharge or Environmental Complaint.  All  reasonable
costs and expenses incurred by Lender (or such third parties)  in
the  exercise  of  any such rights, including any  sums  paid  in
connection  with any judicial or administrative investigation  or
proceedings, fines and penalties, together with interest  thereon
from  the  date expended at the Default Rate shall be  paid  upon
demand by Borrower, and until paid shall be added to and become a
part of the Obligations secured by the Liens created by the terms
of  this  Agreement  or any other agreement  between  Lender  and
Borrower.

            (g)  Promptly upon the written request of Lender from
time to time, each of Borrower and Bober shall provide Lender, at
its   expense,   with   an  environmental  site   assessment   or
environmental   audit   report  prepared  by   an   environmental
engineering firm acceptable in the reasonable opinion of  Lender,
to  assess with a reasonable degree of certainty the existence of
a  Hazardous Discharge and the potential costs in connection with
abatement, cleanup and removal of any Hazardous Substances  found
on, under, at or within any Real Property owned, operated or used
by  it.   Any report or investigation of such Hazardous Discharge
proposed  and  acceptable  to an appropriate  Authority  that  is
charged to oversee the clean-up of such Hazardous Discharge shall
be  acceptable to Lender. If such estimates, individually  or  in
the  aggregate, exceed $100,000, Lender shall have the  right  to
require  Borrower or Bober to post a bond, letter  of  credit  or
other  security  reasonably  satisfactory  to  Lender  to  secure
payment of these costs and expenses.

          (h)   Each  of  Borrower  and Bober  shall  defend  and
indemnify Lender and hold it and its employees, agents, directors
and  officers  harmless  from and against  all  loss,  liability,
damage and expense, claims, costs, fines and penalties, including
attorney's  fees,  suffered or incurred by  Lender  under  or  on
account of any Environmental Laws, including, without limitation,
the  assertion  of  any  lien thereunder,  with  respect  to  any
Hazardous  Discharge,  the presence of any  Hazardous  Substances
affecting  any Real Property, whether or not the same  originates
or emerges from such Real Property or any contiguous real estate,
including  any loss of value of the Real Property as a result  of
the  foregoing except to the extent such loss, liability,  damage
and expenses is attributable to any Hazardous Discharge resulting
from  actions on the part of Lender.  The obligations of Borrower
and  Bober under this Section 4.18 shall arise upon the discovery
of  the presence of any Hazardous Substances at any Real Property
owned, operated or used by it, whether or not any federal, state,
or  local environmental agency has taken or threatened any action
in connection with the presence of any Hazardous Substances.  The
obligations and the indemnifications of Borrower and Bober  under
this   Section  4.18  shall  survive  the  termination  of   this
Agreement.

          (i)   It is expressly understood and agreed that,  with
respect  to  any  Real  Property which  is  leased  by  Borrower,
Borrower  shall  only  be responsible for compliance  with  those
Environmental Laws which are applicable to Borrower as tenant  or
lessee  of  such Real Property, and nothing in this Section  4.18
shall  be  construed as requiring Borrower to perform or  observe
any  obligations or duties which, under applicable  Environmental
Laws, are imposed solely on the owner of such Real Property.

     4.19.      No  Filings. Except for (i) financing  statements
filed  by  Lender,  (ii)  the financing statements  described  on
Schedule  1.2(b)  attached  hereto (Permitted  Encumbrances)  and
(iii)  the  financing  statements  described  on  Schedule   4.19
attached  hereto  (all of which are to be terminated  as  of  the
Closing  or  within sixty (60) days thereafter,  as  provided  in
Section  8.4(h)),  no  financing statement covering  any  of  the
Collateral  or  any  proceeds thereof is on file  in  any  public
office.

     4.20.       Insurance  Policies;  Assignment  of  Insurance.
Borrower will at all times during the Term maintain one  or  more
"key  man" life insurance policies, in the aggregate face  amount
of  at  least $2,000,000, insuring the life of Bober, and one  of
more  disability insurance policies providing for  payment  of  a
single  benefit  in  the  aggregate  face  amount  of  at   least
$1,000,000 in the event Bober is disabled for a period of  twelve
(12) consecutive months (collectively, the "Insurance Policies").
Each  of  the  Insurance Policies shall name Lender as  the  sole
beneficiary  thereof and shall be assigned to Lender pursuant  to
the Assignment of Insurance as additional collateral security for
the Obligations. In the event Bober should die or become disabled
for  a  period  of  twelve  (12) consecutive  months  before  all
Obligations have paid to Lender, Borrower may place the  proceeds
of any applicable Insurance Policies in a cash collateral account
to  secure the Obligations or, at the option of Lender, may apply
such  proceeds as a payment on the Term Note. In order to provide
Lender with valid assignments of the Insurance Policies, Borrower
shall:  (i)  at the Closing or within sixty (60) days thereafter,
deliver  the  originals  of  each of the  Insurance  Policies  to
Lender,  (ii)  execute and deliver to Lender  the  Assignment  of
Insurance,  together with such life insurance questionnaires  and
other  related  documents as Lender may reasonably  request,  and
(iii)  at  its sole expense, upon the request of Lender, promptly
execute  and  deliver, or cause to be executed and delivered,  to
Lender, such additional assignments and other documents,  and  do
such  other  acts  and  things  with  respect  to  the  Insurance
Policies, as Lender may reasonably deem necessary or advisable to
protect or perfect its interest in the Insurance Policies.

     4.21.      Assignment  of Lease. Borrower  shall  assign  to
Lender  as  additional  collateral  security  all  of  Borrower's
leasehold  interests and rights under the Lease, such  assignment
to  be  effective at the option of Lender upon the occurrence  of
any  Event of Default and notification by Lender to Landlord.  In
order  to provide Lender with a valid default assignment  of  the
Lease, Borrower shall: (i) at the Closing, deliver the Assignment
of  Lease to Lender, duly executed by Borrower and Landlord;  and
(ii)  from  time to time after the Closing, at its sole  expense,
promptly  execute  and  deliver, or  cause  to  be  executed  and
delivered, to Lender such additional instruments, assignments and
other  documents, and do such other acts and things with  respect
to  the  Lease,  as  Lender  may  reasonably  deem  necessary  or
advisable to protect or perfect its interest in the Lease.

     4.22.     Pledge of Stock. Bober shall grant and maintain in
favor  of  Lender  a valid and perfected first priority  security
interest  in  and  to all shares of Stock. In  order  to  provide
Lender  with  a  valid  and  perfected, first  priority  security
interest  in  and to the Stock, Bober shall: (i) at the  Closing,
execute  and  deliver the Stock Pledge Agreement,  together  with
such  stock  powers  or  stock assignments  as  Lender  may  deem
necessary or advisable; (ii) at Bober's sole expense, without any
request from Lender, immediately deliver or cause to be delivered
to  Lender, in due form for transfer, all proceeds of  the  Stock
consisting  of promissory notes, instruments, securities  or  the
like;  and (iii) from time to time after the Closing, at  Bober's
sole  expense,  promptly  execute and deliver,  or  cause  to  be
executed  and  delivered,  to  Lender  such  additional  security
agreements,  instruments, assignments, financing  statements  and
other  documents, and do such other acts and things with  respect
to  the  Stock,  as  Lender  may  reasonably  deem  necessary  or
advisable  to  protect or perfect its security  interest  in  the
Stock.

     4.23.     Mortgage on Bober Farm. Bober shall grant Lender a
valid  mortgage lien on the Bober Farm, which mortgage  shall  be
subject only to the First Mortgage in favor of the First Mortgage
Lender.  In  order to provide Lender with a valid  and  perfected
first  mortgage lien on the Bober Farm, Bober shall: (i)  at  the
Closing, execute and deliver the Mortgage and take or cause to be
taken the actions specified in Section 8.11 hereof; and (ii) from
time to time after the Closing, at Bober's sole expense, upon the
request of Lender, promptly execute and deliver, or cause  to  be
executed  and  delivered, to Lender such additional  instruments,
assignments,  financing statements and other  documents,  and  do
such  other  acts and things with respect to the Bober  Farm,  as
Lender  may reasonably deem necessary or advisable to protect  or
perfect its mortgage on the Bober Farm.

     4.24.      Guaranty.  Bober  will execute  and  deliver  the
Guaranty  to  Lender  at  the  Closing  and  will  at  all  times
absolutely  and unconditionally guarantee the prompt payment  and
performance  of the Obligations. To secure his obligations  under
the  Guaranty, Bober will assign and pledge to Lender, and  grant
Lender   a  perfected  security  interest  in,  the  Bober   Cash
Collateral  Account. Such pledge and security interest  shall  be
first  and  prior  to all other pledges, security  interests  and
encumbrances, other than the prior pledge in favor  of  Chase  to
secure  Borrower's reimbursement obligations under the letter  of
credit issued by Chase pursuant to the Shinyei Agreement.

     4.25.      Failure to Obtain or Pay Insurance.  If  Borrower
shall  fail  to obtain insurance as required by any provision  of
this Agreement, including, without limitation, Sections 4.11  and
4.20  hereof, or to keep the same in force, Lender, if Lender  so
elects, may obtain such insurance and pay the premium therefor on
Borrower's behalf, and any expenses so paid shall be part of  the
Obligations.

     4.26.      Release of Collateral and Guaranty. At such  time
that  all  liabilities  and indebtedness of  Borrower  to  Lender
arising  under or evidenced by this Agreement, the Term  Note  or
any other Loan Documents has been irrevocably paid and discharged
in  full, Lender agrees that it will, at Borrower's sole expense,
and  notwithstanding  that there may then  be  outstanding  other
liabilities,  obligations or indebtedness owing  by  Borrower  to
Lender  (including  obligations under  or  with  respect  to  the
Warrant  or  the  Clothing  Services  Agreement),  execute   such
documents  and instruments and do such other acts and  things  as
may be reasonably necessary in order to: (i) release its security
interest   in  the  Collateral;  (ii)  terminate  all   financing
statements  signed  by  Borrower covering the  Collateral;  (iii)
terminate or release all other official filings relating  to  the
Collateral;  (iv)  terminate  the Assignment  of  Insurance;  (v)
terminate  the Assignment of Lease; (vi) terminate the  Guaranty;
(vii) release the Bober Mortgage; and (viii) release its security
interest in the Stock and terminate the Stock Pledge Agreement.

V.   REPRESENTATIONS AND WARRANTIES.

     Borrower  and  Bober  jointly and  severally  represent  and
warrant to Lender that, at the Closing Date:

     5.1.  Authority;  Enforceability. Borrower has  full  power,
authority and legal right to enter into this Agreement  and  each
of  the Loan Documents to which it is a party and to perform  all
Obligations hereunder and thereunder. The execution, delivery and
performance  of this Agreement and each of the Loan Documents  to
which  Borrower  is  a party (a) are within Borrower's  corporate
powers,  have  been duly authorized, are not in contravention  of
law   or   the  terms  of  Borrower's  by-laws,  certificate   of
incorporation   or   other  applicable  documents   relating   to
Borrower's formation or to the conduct of Borrower's business  or
of  any material agreement or undertaking to which Borrower is  a
party  or  by which Borrower is bound, and (b) will not  conflict
with  nor  result  in any breach in any of the provisions  of  or
constitute a default under or result in the creation of any  Lien
(except in favor of Lender) upon any asset of Borrower under  the
provisions  of  any agreement, charter document, instrument,  by-
law,  of other instrument to which Borrower or its property is  a
party or by which it may be bound. This Agreement and each of the
Loan  Documents  to  which Borrower is a  party  have  been  duly
executed  on  behalf  of  Borrower and delivered  to  Lender  and
constitute  valid  and legally binding obligations  of  Borrower,
enforceable in accordance with their respective terms, except  as
enforceability   may   be  limited  by  bankruptcy,   insolvency,
reorganization,   moratorium  and   similar   laws   of   general
application  relating to or affecting the rights and remedies  of
creditors,  or  by  general principles of equity  (regardless  of
whether  such  enforceability is considered in  a  proceeding  in
equity or at law).

     5.2. Formation and Qualification.

          (a)  Borrower is duly incorporated and in good standing
under  the laws of the State of New York and is qualified  to  do
business and is in good standing in the states listed on Schedule
5.2(a)  attached  hereto, which constitute all  states  in  which
qualification  and good standing are necessary  for  Borrower  to
conduct  its business and own its property and where the  failure
to so qualify would have a material adverse effect on Borrower or
its  business. Borrower has delivered to Lender true and complete
copies  of its certificate of incorporation and by-laws and  will
promptly notify Lender of any amendment or changes thereto.

          (b)   The  only  Subsidiary of Borrower is  Euro-Linea.
Euro-Linea is defunct, does not engage in any business activities
or operations, and has no assets.

     5.3.  Tax  Returns.  Borrower's federal  tax  identification
number is 06-1006171.  Borrower has filed all federal, state  and
local tax returns and other reports it is required by law to file
and  has paid all taxes, assessments, fees and other governmental
Charges that are due and payable. Federal, state and local income
tax  returns of Borrower have been examined and reported upon  by
the  appropriate taxing authority or closed by applicable statute
and  satisfied  for all fiscal years prior to and  including  the
fiscal year ending December 31, 1995. The provision for taxes  on
the  books  of Borrower, as reflected in the financial statements
referred  to in Section 5.4(a) hereof, is adequate for all  years
not  closed  by  applicable statutes and for its  current  fiscal
year,  and  Borrower  has  no  knowledge  of  any  deficiency  or
additional assessment in connection therewith not provided for on
its books.

     5.4. Financial Statements.

          (a)   The audited financial statements of Borrower  for
the  fiscal  year  ended  December  31,  1995,  and  the  interim
unaudited  financial  statements of Borrower  for  the  nine  (9)
months  ended  September  30, 1996, copies  of  which  have  been
furnished  to Lender, were prepared in conformity with GAAP,  are
correct and complete in all material respects, and fairly present
the  financial  position of Borrower as of the  respective  dates
thereof.  There has occurred no material adverse  change  in  the
financial position of Borrower from the last effective  dates  of
such financial statements to the date of this Agreement. Borrower
does not have (i) any Indebtedness which is not reflected in such
financial statements, but which, under GAAP, was required  to  be
so reflected, or (ii) any unusual or long-term commitments or any
unrealized or anticipated losses from any commitments  which  are
not reflected in such financial statements.

          (b)   The pro forma balance sheet of Borrower (the "Pro
Forma  Balance  Sheet") furnished to Lender on the  Closing  Date
reflects the balance sheet of Borrower as at September 30,  1996,
as   adjusted  to  give  effect  to  the  consummation   of   the
transactions  contemplated  under  this  Agreement   and   fairly
reflects  the  financial position of Borrower as of  the  Closing
Date after giving effect to such transactions.

          (c)   The  Projections (i.e., cash flow projections  of
Borrower  and  its projected balance sheets and profit  and  loss
statements)  for the fiscal years ending December  31,  1996  and
1997,  respectively,  copies  of which  are  attached  hereto  as
Schedule  5.4(c),  were prepared by Borrower,  were  reviewed  by
Bober  and by Consultant, and are based on underlying assumptions
which  provide  a reasonable basis for the projections  contained
therein   and  reflect  Borrower's  judgment  based  on   present
circumstances of the most likely set of conditions and course  of
action for the projected period. As at the Closing Date, Borrower
is in compliance with the Projections  for the fiscal year ending
December 31, 1996, in all material respects. Borrower understands
that   (i)  the  provisions  of  Section  8.18  and  9.12  hereof
(providing  that the Projections must be satisfactory to  Lender)
are  solely  for  the  benefit of Lender, (ii)  by  accepting  or
approving   any   Projections,  Lender  is   not   assuming   any
responsibility  to Borrower for the accuracy or validity  of  the
Projections (or the correctness of the assumptions or methodology
underlying  the  Projections), and (iii) Lender  is  not  in  any
manner  assuring  or guaranteeing Borrower that  any  Projections
will   actually  be  achieved  or  that  the  Clothing   Services
Commissions  actually earned by Borrower will be equal  to  those
set forth in any Projections.

     5.5.  Corporate Name.  Borrower has not been  known  by  any
other  corporate name in the past five years and does not conduct
business  under  any trade name or other name. Borrower  has  not
during the preceding five (5) years been a party to any merger or
consolidation or acquired all or substantially all of the  assets
of any Person.

     5.6. O.S.H.A. and Environmental Compliance.

          (a)    Borrower  has  duly  complied  with,   and   its
facilities, business, assets, property, leaseholds and  Equipment
are  in  compliance in all material respects with, the provisions
of   the   Federal  Occupational  Safety  and  Health  Act,   the
Environmental  Protection Act, RCRA and all  other  Environmental
Laws; there have been no outstanding citations, notices or orders
of non-compliance issued to Borrower or relating to its business,
assets,  property, leaseholds or equipment under any  such  laws,
rules or regulations.

          (b)   Borrower  has  been issued all required  federal,
state and local licenses, certificates or permits relating to all
applicable Environmental Laws.

          (c)   With  respect to Hazardous Substances: (i)  there
are  no  visible signs of releases, spills, discharges, leaks  or
disposal  (collectively referred to as "Releases")  of  Hazardous
Substances  at,  upon, under or within any  Real  Property;  (ii)
there   are  no  underground  storage  tanks  or  polychlorinated
biphenyls  on any Real Property; (iii) none of the Real  Property
has  ever  been used as a treatment, storage or disposal facility
of  Hazardous Waste; and (iv) no Hazardous Substances are present
on any Real Property, excepting such quantities as are handled in
accordance  with  all applicable manufacturer's instructions  and
governmental regulations and in proper storage containers and  as
are  necessary  for the operation of the commercial  business  of
Borrower.

     5.7. No Litigation or Default.

          (a)   Except  as  disclosed in  Schedule  5.7  attached
hereto,  there  is  no pending or threatened lawsuit,  action  or
proceeding   (including  any  arbitration   proceeding)   against
Borrower  or involving any of its assets or properties which,  if
adversely  decided, would in any manner materially and  adversely
affect  its business, assets, operations, condition or prospects,
financial  or  otherwise, or the Collateral, or  the  ability  of
Borrower to perform this Agreement.

          (b)   Schedule  5.7(b)  attached hereto  sets  forth  a
complete  and  accurate  list of all outstanding  or  unsatisfied
judgments,   writs,  orders,  decrees  and  injunctions   against
Borrower or affecting any portion of the Collateral or any  other
of   Borrower=s   assets   and  properties   (collectively,   the
AUnsatisfied  Judgments@).  Each Unsatisfied  Judgment  (and  any
judgment  Lien resulting therefrom) either (i) will be  satisfied
and  released  as  of  the  Closing or  within  sixty  (60)  days
thereafter,  as  provided in Section 8.4(h),  or  (ii)  has  been
stayed  or  bonded on appeal and adequate reserves therefor  have
been  taken  in  conformity with GAAP and are  reflected  in  the
financial statements referred to in Section 5.4(a) hereof.

          (c)   Borrower  is not in violation of  any  applicable
statute,  regulation or ordinance in any respect  materially  and
adversely  affecting  the  Collateral or  its  business,  assets,
operations  or condition (financial or otherwise), or  prospects,
nor  is  Borrower  in  violation  of  any  order  of  any  court,
Governmental Authority or arbitration board or tribunal.

     5.8.  ERISA  Plans. Neither Borrower nor any member  of  the
Controlled Group maintains or contributes to any Plan other  than
those  listed  on Schedule 5.8 attached hereto.   Except  as  set
forth  in  Schedule 5.8 attached hereto, (i) no Plan has incurred
any  "accumulated  funding deficiency,"  as  defined  in  Section
302(a)(2) of ERISA and Section 412(a) of the Code, whether or not
waived, and Borrower and each member of the Controlled Group  has
met all applicable minimum funding requirements under Section 302
of  ERISA  in  respect  of each Plan, (ii)  each  Plan  which  is
intended to be a qualified plan under Section 401(a) of the  Code
as  currently  in  effect  has been determined  by  the  Internal
Revenue Service to be qualified under Section 401(a) of the  Code
and  the trust related thereto is exempt from federal income  tax
under Section 501(a) of the Code, (iii) neither Borrower nor  any
member of the Controlled Group has incurred any liability to  the
PBGC  other  than for the payment of premiums, and there  are  no
premium payments which have become due which are unpaid, (iv)  no
Plan has been terminated by the plan administrator thereof or  by
the  PBGC, and there is no occurrence which would cause the  PBGC
to institute proceedings under Title IV of ERISA to terminate any
Plan, (v) as of the date of this Agreement, the current value  of
the  assets of each Plan exceeds the present value of the accrued
benefits  and other liabilities of such Plan and neither Borrower
nor  any  member of the Controlled Group knows of  any  facts  or
circumstances  which would materially change the  value  of  such
assets  and accrued benefits and other liabilities, (vi)  neither
Borrower nor any member of the Controlled Group has breached  any
of  the responsibilities, obligations or duties imposed on it  by
ERISA  with respect to any Plan, (vii) neither Borrower  nor  any
member  of a Controlled Group has incurred any liability for  any
excise  tax arising under Section 4972 or 4980B of the Code,  and
no  fact  exists  which could give rise to  any  such  liability,
(viii)  neither  Borrower nor any member of the Controlled  Group
nor  any  fiduciary of, nor any trustee to, any Plan, has engaged
in  a  "prohibited transaction" described in Section 406  of  the
ERISA  or  Section  4975 of the Code nor taken any  action  which
would constitute or result in a Termination Event with respect to
any  such Plan which is Subject to ERISA, (ix) Borrower and  each
member of the Controlled Group has made all contributions due and
payable  with  respect to each Plan, (x) there  exists  no  event
described in Section 4043(b) of ERISA, for which the thirty  (30)
day  notice  period contained in 29 C.F.R. 2615.3  has  not  been
waived,  (xi)  neither Borrower nor any member of the  Controlled
Group  has  any  fiduciary responsibility  for  investments  with
respect  to  any plan existing for the benefit of  persons  other
than employees or former employees of Borrower and any member  of
the  Controlled Group, and (xii) neither Borrower nor any  member
of  the  Controlled Group has withdrawn, completely or partially,
from  any  Multiemployer Plan so as to incur liability under  the
Multiemployer Pension Plan Amendments Act of 1980.

     5.9.  Patents,  Trademarks, Copyrights  and  Licenses.   All
patents,   patent  applications,  service  marks,  service   mark
applications, copyrights, copyright applications, design  rights,
tradenames,  assumed names, trade secrets and licenses  owned  or
utilized  by  Borrower  are set forth on  Schedule  5.9  attached
hereto, are valid and have been duly registered or filed with all
appropriate governmental authorities and constitute  all  of  the
intellectual  property  rights  which  are  necessary   for   the
operation  of its business; there is no objection to  or  pending
challenge to the validity of any such material patent, trademark,
copyright,  design rights tradename, trade secret or license  and
Borrower is not aware of any grounds for any challenge, except as
set  forth  in Schedule 5.9 attached hereto. Each patent,  patent
application,  patent  license, trademark, trademark  application,
trademark   license,  service  mark,  service  mark  application,
service  mark  license,  copyright,  copyright  application   and
copyright  license  owned  or held by Borrower,  and  each  trade
secret  used  by  Borrower,  consists  of  original  material  or
property  developed  by  Borrower or  was  lawfully  acquired  by
Borrower from the proper and lawful owner thereof.  Each of  such
items  has  been maintained so as to preserve the  value  thereof
from the date of creation or acquisition thereof. With respect to
all  software used by Borrower, Borrower is in possession of  all
source and object codes related to each piece of software  or  is
the  beneficiary  of  a source code escrow agreement,  each  such
source  code  escrow  agreement  being  listed  on  Schedule  5.9
attached hereto.

       5.10.     Licenses and Permits.  Except as  set  forth  in
Schedule 5.10 attached hereto, Borrower (a) is in compliance with
and  (b)  has procured and is now in possession of, all  material
licenses and permits required by any applicable federal, state or
local law or regulation for the operation of its business in each
jurisdiction wherein it is now conducting or proposes to  conduct
business  and  where  the  failure to procure  such  licenses  or
permits  would  have a material adverse effect on  the  business,
properties,  condition  (financial or otherwise)  or  operations,
present or prospective, of Borrower.
     5.11.      Default  of  Indebtedness.  Borrower  is  not  in
default  in  the payment of the principal of or interest  on  any
Indebtedness  or  under  any instrument  or  agreement  under  or
subject  to which any Indebtedness has been issued and  no  event
has  occurred  under  the provisions of any  such  instrument  or
agreement  which with or without the lapse of time or the  giving
of  notice, or both, constitutes or would constitute an event  of
default thereunder.

     5.12.      No  Default.  Borrower is not in default  in  the
payment or performance of any of its contractual obligations.

     5.13.     No Burdensome Restrictions. Except as set forth in
Schedule  5.13  attached hereto, Borrower is  not  party  to  any
contract  or agreement the performance of which would  materially
adversely  affect  the  business, assets,  operations,  condition
(financial  or otherwise) or prospects of Borrower. Borrower  has
not  agreed  or consented to cause or permit in the future  (upon
the happening of a contingency or otherwise) any of its property,
whether now owned or hereafter acquired, to be subject to a  Lien
which is not a Permitted Encumbrance.

     5.14.      No  Labor Disputes.  Borrower is not involved  in
any  labor dispute, and there are no strikes or walkouts or union
organization  of  any of Borrower's employees  threatened  or  in
existence.  Borrower  is  not party  to  any  labor  contract  or
collective bargaining agreement with any of its employees or  any
union representing any of its employees.

     5.15.     Margin Regulations.  Borrower is not engaged,  nor
will   it   engage,  principally  or  as  one  of  its  important
activities,  in the business of extending credit for the  purpose
of  "purchasing"  or  "carrying" any "margin  stock"  within  the
respective  meanings of each of the quoted terms under Regulation
U  or  Regulation  G  of the Board of Governors  of  the  Federal
Reserve  System as now and from time to time hereafter in effect.
No  part  of the proceeds of any advance under the Existing  Note
was or will be used for "purchasing" or "carrying" "margin stock"
as  defined in Regulation U of such Board of Governors or for any
other purpose which might cause the Term Loan to be considered  a
"purpose credit" within the meaning of Regulation G, T, U or X of
such Board of Governors.

     5.16.      Investment  Company  Act.   Borrower  is  not  an
"investment  company"  registered or required  to  be  registered
under  the Investment Company Act of 1940, as amended, nor is  it
controlled by such a company.

     5.17.     Disclosure.  No representation or warranty made by
Borrower in this Agreement or in any financial statement, report,
certificate  or  any  other  document  furnished  in   connection
herewith  contains  any untrue statement of a  material  fact  or
omits to state any material fact necessary to make the statements
herein  or  therein not misleading. There is  no  fact  known  to
Borrower  or  which reasonably should be known to Borrower  which
Borrower  has not disclosed to Lender in writing with respect  to
the  transactions contemplated by this Agreement which materially
and  adversely  affects the condition (financial  or  otherwise),
results of operations, business, or assets of Borrower.
     5.18.     Swaps.  Borrower is not a party to, nor will it be
a  party  to, any swap agreement whereby Borrower has  agreed  or
will agree to swap interest rates or currencies.

     5.19.      Conflicting  Agreements.  No  provision  of   any
mortgage,  indenture, contract, agreement,  judgment,  decree  or
order  binding on Borrower or affecting the Collateral  conflicts
with, or requires any Consent which has not already been obtained
or  which,  if  not  obtained,  would  in  any  way  prevent  the
execution,  delivery  or  performance  of,  the  terms  of   this
Agreement or any of the Loan Documents.

     5.20.      Application  of  Certain  Laws  and  Regulations.
Neither Borrower nor any Affiliate of Borrower is subject to  any
statute, rule or regulation which regulates the incurrence of any
Indebtedness,   including   without   limitation,   statutes   or
regulations relative to common or interstate carriers or  to  the
sale  of electricity, gas, steam, water, telephone, telegraph  or
other public utility services.

     5.21.      Business  and Property of Borrower.   During  the
Term,  Borrower does not propose to engage in any business  other
than  that  engaged  in  by  Borrower on  the  Closing  Date  and
activities  necessary to conduct such business.  On  the  Closing
Date,  Borrower will own all the property and possess all of  the
rights and Consents necessary for the conduct of the business  of
Borrower.

     5.22.      Liens.   Except  for (i) Permitted  Encumbrances,
(ii)  financing  statements disclosed on Schedule  4.19  attached
hereto,  and  (iii)  Unsatisfied Judgments  (and  judgment  Liens
arising  therefrom) disclosed on Schedule 5.7(b) attached hereto,
there  are no Liens, Claims or Charges in existence with  respect
to  the  Collateral or any other assets or property of  Borrower.
Borrower  does  not have any other loans, extensions  of  credit,
reimbursement  obligations or other indebtedness or  obligations,
whether  absolute or contingent, due and owing (or to become  due
and  owing) to Chase which are secured in whole or in part by the
Collateral,  nor  has Borrower entered into any commitments  with
Chase for any of the foregoing.

     5.23.     No Defenses. Borrower has no defense, counterclaim
or  offset  with  respect to the Existing Loan Agreement  or  the
Existing Note or any of the Obligations thereby evidenced.  There
are  no commitments or obligations of Chase to Borrower which are
outstanding or unsatisfied under the Existing Loan Agreement  and
for  which  Lender  will  have or will assume  responsibility  or
liability, and Borrower hereby expressly releases Lender from any
responsibility  or liability for any outstanding  commitments  or
obligations of Chase to Borrower existing as of the Closing Date.

     5.24.      Concerning the First Mortgage.  The  indebtedness
secured  by  the First Mortgage is current and has a  balance  of
$1,072,526.72, bearing interest at 9.875% per annum,  is  due  on
July  1,  2019,  and requires monthly payments of  principal  and
interest in the amount of $10,055.35.

     5.25.      Survival  of Representations and Warranties.  All
representations  and  warranties of Borrower  contained  in  this
Agreement  and  the Loan Documents shall survive  the  execution,
delivery and acceptance thereof by the parties hereto and thereto
and  the  closing of the transactions described herein or related
thereto.

VI.  AFFIRMATIVE COVENANTS.

     Borrower shall, until payment in full of the Obligations and
termination  of  this  Agreement (unless Lender  shall  otherwise
consent in writing):

     6.1.  Conduct  of Business and Maintenance of Existence  and
Assets.

          (a)   Conduct  continuously and  operate  actively  its
business according to good business practices and maintain all of
its  properties  useful  or necessary in  its  business  in  good
working  order  and condition (reasonable wear and tear  excepted
and except as may be disposed of in accordance with the terms  of
this  Agreement),  including, without limitation,  all  licenses,
patents, copyrights, design rights, tradenames, trade secrets and
trademarks and take all actions necessary to enforce and  protect
the  validity of any intellectual property right or  other  right
included in the Collateral.

          (b)   Keep  in full force and effect its existence  and
comply  in  all  material respects with the laws and  regulations
governing the conduct of its business.

          (c)   Make  all such reports and pay all such franchise
and  other taxes and license fees and do all such other acts  and
things  as  may  be  lawfully required to  maintain  its  rights,
licenses,  leases, powers and franchises under the  laws  of  the
United States of America or any political subdivision thereof.

     6.2.  Payment of Indebtedness.  Pay, discharge or  otherwise
satisfy  at  or  before maturity (subject, where  applicable,  to
specified  grace periods, and in the case of the trade  payables,
to  normal payment practices) all its obligations and liabilities
of whatever nature, except when the amount or validity thereof is
currently   being   contested  in  good  faith   by   appropriate
proceedings and Borrower shall have provided for such reserves as
Lender  may reasonably deem proper and necessary, subject at  all
times  to  any applicable subordination arrangement in  favor  of
Lender.

     6.3.  Violations.  Promptly notify Lender in writing of  any
violation  of  any law, statute, regulation or ordinance  of  any
governmental  entity,  or of any agency  thereof,  applicable  to
Borrower which may materially and adversely affect the Collateral
or  Borrower's business, assets, operations, condition (financial
or otherwise) or prospects.

     6.4.  Books  and  Records. Maintain books  and  records  and
administer  a  system  of  accounting in  accordance  with  sound
business  practices  sufficient  to  permit  the  preparation  of
financial  statements in conformity with GAAP. Lender shall  have
the  right  to  examine  and  copy  such  books  and  records  at
Borrower's  expense,  and  to discuss  the  affairs,  operations,
finances  and  accounts of Borrower with Borrower's  officer  and
directors, during business hours and upon reasonable notice.

     6.5   Field  Audits; Inspection. Permit Lender, through  its
authorized representatives, to conduct periodic field  audits  of
Borrower  and to review Borrower=s operations, books and records,
accounts   receivable  methods  and  controls,  credit  policies,
chargeoff   policies,  collection  procedures,  compliance   with
applicable  laws,  and other matters relating to  the  value  and
maintenance   of   the  Receivables  and  other  Collateral   and
Borrower's financial reporting. Borrower shall pay to Lender  (i)
all  reasonable  out-of-pocket expenses, costs and disbursements,
not  to  exceed $5,000, for each field audit conducted by Lender,
and   (ii)  all  reasonable  out-of-pocket  expenses,  costs  and
disbursements  incurred by Lender in connection  with  any  other
monitoring  of  the  Collateral  determined  by  Lender  in   its
reasonable discretion to be necessary.

     6.6.  Execution  of Supplemental Instruments.   Execute  and
deliver   to  Lender  from  time  to  time,  upon  demand,   such
supplemental  agreements,  instruments,  documents,   statements,
assignments, transfers and instructions as Lender may  from  time
to  time reasonably request to carry out the purposes, terms  and
conditions of this Agreement.

     6.7  Payment of Term Loan. Pay all principal and interest on
the  Term Loan according to the reading, tenor and effect of this
Agreement  and  the Term Note and do and perform  every  act  and
discharge every obligation provided to be performed or discharged
by  Borrower  under this Agreement or the Loan Documents  at  the
time or times and in the manner therein specified.

     6.8. Reimbursement of Expenses.  Pay to Lender on demand all
costs  and  expenses,  including, without limitation,  reasonable
attorneys'  fees and disbursements, survey costs, appraisal  fees
and  filing fees, incurred by Lender (a) in connection  with  the
negotiation,  preparation and Closing of this Agreement  and  the
consummation of the transactions contemplated hereby, or  (b)  in
connection with the purchase of the Existing Note from Chase,  or
(c) in connection with all efforts made to enforce payment of any
Obligation  or  effect collection of any Collateral,  or  (d)  in
connection  with  the  entering  into,  modification,  amendment,
administration and enforcement of this Agreement or any  consents
or  waivers  hereunder and all related agreements, documents  and
instruments,  or  (e)  in  instituting, maintaining,  preserving,
enforcing  and  foreclosing on Lender's security interest  in  or
Lien   on   any  of  the  Collateral,  whether  through  judicial
proceedings or otherwise, or (f) in defending or prosecuting  any
actions  or  proceedings arising out of or relating  to  Lender's
transactions with Borrower, or (g) in connection with any  advice
given  to Lender with respect to its rights and obligations under
this  Agreement  and  all related agreements; provided,  however,
that  the  total  attorneys' fees to be  reimbursed  by  Borrower
pursuant  to the foregoing clauses (a) and (b) shall not  in  any
event  exceed  $45,000. In addition, Borrower agrees  to  pay  to
Lender on demand the fees and expenses of Lender=s auditing firm,
if  such auditors require any examination or audit of Borrower in
order  to  assess the value and collectibility of the Term  Loan.
All  costs and expenses to be paid by Borrower pursuant  to  this
Section  6.8  shall  be payable upon demand and,  until  paid  to
Lender,  shall be part of the Obligations. Lender shall have  the
right  to  effectuate  payment  of  any  amounts  due  and  owing
hereunder  by  offsetting amounts due from  Lender  to  Borrower,
including amounts which may be owing by Lender to Borrower  under
the Clothing Services Agreement.

     6.9.  Standards of Financial Statements. Cause all financial
statements referred to in Sections 9.1, 9.2, 9.3, 9.4 and 9.5  as
to  which  GAAP is applicable to be complete and correct  in  all
material  respects  (subject, in the case  of  interim  financial
statements,  to  normal  year-end audit adjustments)  and  to  be
prepared in reasonable detail and in accordance with GAAP applied
consistently throughout the periods reflected therein (except  as
concurred  in  by  the Accountants or Borrower's Chief  Financial
Officer, as the case may be, and disclosed therein).

VII. NEGATIVE COVENANTS.

     Borrower  shall  not,  until satisfaction  in  full  of  the
Obligations  and  termination of this  Agreement  (unless  Lender
shall otherwise consent in writing):

     7.1. Merger, Consolidation, Acquisition and Sale of Assets.

          (a)   Enter  into  any merger, consolidation  or  other
reorganization with or into any other Person or acquire all or  a
substantial  portion  of the assets or stock  of  any  Person  or
permit any other Person to consolidate with or merge with it.

          (b)   Sell, lease, transfer or otherwise dispose of any
of its properties or assets, except in the ordinary course of its
business and in accordance with the provisions of Section 4.3.

     7.2. Creation of Liens.  Create or suffer to exist any Lien,
Charge, Claim or transfer upon or against any of its property  or
assets  now  owned  or  hereafter  acquired,  including,  without
limitation,  the  Collateral and all Inventory, except  Permitted
Encumbrances.

     7.3.  Guarantees. Become liable for the Indebtedness of  any
Person   by  assumption,  endorsement  or  guaranty  thereof   or
otherwise   (other  than  to  Lender  in  connection   with   the
transactions   contemplated  by  this  Agreement),   except   the
endorsement of checks in the ordinary course of business.

     7.4.   Investments.    Purchase or  acquire  obligations  or
stock  of,  or  any  other interest in, any  Person,  except  (a)
obligations issued or guaranteed by the United States of  America
or  any agency thereof, provided that such obligations mature  no
later than one year from the date of the acquisition thereof, (b)
commercial paper with maturities of not more than 180 days and  a
published  rating of not less than A-1 or P-1 (or the  equivalent
rating),   (c)   certificates  of  time  deposit   and   bankers'
acceptances  and  other  short-term  direct  obligations   having
maturities  of not more than 180 days of any commercial  bank  if
such  bank  has  a  combined capital  and  surplus  of  at  least
$500,000,000 and (d) U.S. money market mutual funds having assets
in excess of $2.0 billion.

     7.5. Loans.

          (a)   Make  or  permit to be outstanding any  advances,
loans  or extensions of credit to any Person, including,  without
limitation, Bober or any Subsidiary or Affiliate, other than  (i)
Receivables  arising  from  sales of Inventory  in  the  ordinary
course  of  business, (ii) loans to employees of Borrower  (other
than  Bober) which do not exceed $10,000 per employee or  $30,000
in the aggregate, and (iii) the Bober Loan.

          (b)   Waive or forgive any payment due from Bober under
the Bober Note, grant Bober any extension of time for payment, or
otherwise  failure to collect the Bober Note in  accordance  with
the repayment schedule set forth in the Employment Agreement.

     7.6.  Capital Expenditures.  Contract for, purchase or  make
any Capital Expenditures in excess of (i) the aggregate amount of
$150,000  in  any fiscal year, and (ii) the Capital  Expenditures
set  forth in the applicable Projections for such fiscal year and
approved by Lender.

     7.7.  Dividends.   Declare, pay  or  make  any  dividend  or
distribution on any shares of the common stock or preferred stock
of Borrower (other than dividends or distributions payable in its
stock,  or split-ups or reclassifications of its stock) or  apply
any  of its funds, property or assets to the purchase, redemption
or  other retirement of any common or preferred stock, or of  any
options  to  purchase  or acquire any such shares  of  common  or
preferred stock of Borrower.

     7.8. Indebtedness.  Create, incur, assume or suffer to exist
any Indebtedness (exclusive of trade debt which is not in default
or  past  due)  of Borrower except in respect of (i)  Obligations
owing  to  Lender;  and  (ii) Indebtedness incurred  for  Capital
Expenditures  permitted under Section 7.6 hereof,  provided  that
the  aggregate Indebtedness outstanding at any time with  respect
to capitalized leases shall not exceed $200,000.

     7.9. Nature of Business.  Substantially change the nature of
the  business  in  which it is presently engaged  or,  except  as
specifically  permitted hereby, purchase or invest,  directly  or
indirectly, in any assets or property other than in the  ordinary
course  of  business for assets or property which are useful  in,
necessary  for  and are to be used in its business  as  presently
conducted.

     7.10.    Transactions   with   Affiliates.    Directly    or
indirectly,  purchase,  acquire or lease any  property  from,  or
sell,  transfer or lease any property to, or otherwise deal with,
any  Affiliate,  except transactions disclosed  in  the  ordinary
course  of  business, on an arm's-length basis on terms  no  less
favorable  than  terms which would have been  obtainable  from  a
Person other than an Affiliate.

     7.11.       Leases.    Enter  as  lessee  into   any   lease
arrangement for real or personal property (unless capitalized and
permitted  under Section 7.6 hereof), except for existing  leases
as set forth on Schedule 7.11 attached hereto.

     7.12.     Subsidiaries and Affiliates.

          (a)  Form or acquire any Subsidiary or Affiliate.

          (b)  Transfer any assets or properties to Euro-Linea or
permit Euro-Linea to engage in any business activity.

          (c)   Enter  into  any partnership,  joint  venture  or
similar arrangement.

     7.13.      Fiscal Year and Accounting Chances.   Change  its
fiscal year from December 31 or make any change (i) in accounting
treatment and reporting practices except as required by  GAAP  or
(ii) in tax reporting treatment except as required by law.

     7.14.       Pledge  of  Credit.   Now  or  hereafter  pledge
Lender's credit on any purchases or for any purpose whatsoever.

     7.15.      Amendment of Articles of Incorporation,  By-Laws.
Amend,  modify  or  waive any term or material provision  of  its
Articles of Incorporation or By-Laws unless required by law.

     7.16.     Compliance with ERISA.

          (a)   Maintain, or permit any member of the  Controlled
Group  to maintain, or become obligated to contribute, or  permit
any  member  of  the  Controlled Group  to  become  obligated  to
contribute,  to  any  Plan, other than those Plans  disclosed  on
Schedule 5.8 attached hereto.

          (b)   Engage,  or  permit any member of the  Controlled
Group  to engage, in any non-exempt "prohibited transaction,"  as
that term is defined in section 406 of ERISA and Section 4975  of
the Code.

          (c)   Incur,  or  permit any member of  the  Controlled
Group  to  incur, any "accumulated funding deficiency,"  as  that
term  is  defined in Section 302 of ERISA or Section 412  of  the
Code.

          (d)   Terminate, or permit any member of the Controlled
Group to terminate, any Plan where such event could result in any
liability  of Borrower or any member of the Controlled  Group  or
the  imposition  of  a lien on the property of  Borrower  or  any
member of the Controlled Group pursuant to Section 4068 of ERISA.

          (e)   Assume,  or  permit any member of the  Controlled
Group   to   assume,   any  obligation  to  contribute   to   any
Multiemployer Plan not disclosed on Schedule 5.8 attached hereto.

          (f)   Incur,  or  permit any member of  the  Controlled
Group  to  incur,  any withdrawal liability to any  Multiemployer
Plan.

          (g)   Fail  promptly to notify Lender of the occurrence
of any Termination Event.

          (h)   Fail  to  comply,  or  permit  a  member  of  the
Controlled  Group  to  fail to comply, with the  requirements  of
ERISA  or  the  Code or other applicable laws in respect  of  any
Plan.

          (i)   Fail  to  meet,  or  permit  any  member  of  the
Controlled   Group   to  fail  to  meet,  all   minimum   funding
requirements  under  ERISA or the Code or postpone  or  delay  or
allow any member of the Controlled Group to postpone or delay any
funding requirement with respect of any Plan.

     7.17.     Prepayment of Indebtedness.  At any time, directly
or indirectly, prepay any Indebtedness (other than to Lender), or
repurchase,  redeem, retire or otherwise acquire any Indebtedness
of Borrower other than with the prior written consent of Lender.

     7.18.     Net Income.  Permit its Net Income to be less than
zero ($0) in any fiscal year.

     7.19  Current  Assets. Permit the sum of cash on  hand  plus
Eligible  Receivables at any time to be less than the amount  set
forth below for the applicable period:

     Period                                       Amount

     Closing                     Date                     through
$1,000,000.00
     May 31, 1997

     June    1,   1997,   through                               $
750,000.00
     July 30, 1997

     At                July               31,                1997
$1,200,000.00

     August         1,         1997,        and        thereafter
$1,500,000.00

Borrower  may include in the calculation of cash for purposes  of
this  Section  7.19  the  balance of the  Bober  Cash  Collateral
Account, less any portion as to which Chase has priority.

     7.20.      Amendment of Certain Agreements. Enter  into  any
amendment,  modification, waiver or termination of the Consulting
Agreement, the Bober Employment Agreement or the Bober  Note,  or
enter  into  any  amendment, modification or waiver  of  the  CIT
Agreement.

     7.21.      Executive  Compensation.  Pay total  compensation
(including  salaries, fees and bonuses), directly or  indirectly,
in  money  or otherwise, contrary to the provisions of the  Bober
Employment Agreement.

     7.22.      Compliance With Projections. Fail to comply  with
any  Projections  submitted hereunder during  the  relevant  time
period covered by such Projections.

VIII.     CONDITIONS PRECEDENT.

     The agreement of Lender to restructure the Obligations under
the  Existing Note is subject to the satisfaction, or  waiver  by
Lender,  immediately prior to or concurrently  with  the  Closing
(except as provided in Section 8.4(g) and (h) hereof), of all  of
the following conditions precedent:

     8.1.  Execution and Delivery of Loan Documents. Lender shall
have  received originals of each of the following, each dated  as
of  the  Closing  Date and duly executed and acknowledged  (where
necessary) by each of the appropriate parties thereto:

          (a)  this Agreement;

          (b)  the Term Note;

          (c)  the Assignment of Lease;

          (d)  the Assignment of Insurance;

          (e)  the Guaranty, together with a pledge agreement (or
other  comparable instrument) covering the Bober Cash  Collateral
Account;

          (f)   the  Bober  Forbearance Agreement,  in  form  and
substance satisfactory to Lender in its sole discretion;

          (g)  the Mortgage;

          (h)  the Stock Pledge Agreement;

          (i)    the   First  Amendment  to  Trademark   Security
Agreement; and

          (j)   all  other  Loan Documents contemplated  by  this
Agreement.

     8.2.  Assignments from Chase. Chase shall have (i)  assigned
to  Lender  all of its rights under the Existing Loan  Agreement,
the  Existing Note and other Original Agreements pursuant  to  an
instrument   of   assignment  in  form  and  content   reasonably
satisfactory to Lender, (ii) delivered to Lender the original  of
the  Existing  Note, endorsed without recourse to  Lender,  (iii)
delivered to Lender originals or copies certified to be true  and
correct  of  the  Existing Loan Agreement and all other  Original
Agreements,  (iv)  executed and delivered to  Lender  appropriate
assignments on Form UCC-3 of all UCC financing statements on file
in  any filing office naming Borrower as debtor and Chase (or any
of its predecessors) as secured party, (v) executed and delivered
to  Assignment  of  Security for filing in the  U.S.  Patent  and
Trademark  Office,  (vi)  executed and  delivered  to  Lender  an
Assignment of Collateral Assignment of Life Insurance Policy with
respect to the Insurance Policy previously assigned to Chase, and
(vii)  executed and delivered to Lender an Assignment of Judgment
with  respect  to  the  Bober Judgment, and (viii)  executed  and
delivered  to  Lender such other assignments and instruments,  in
form  and content reasonably satisfactory to Lender, of any other
Original Agreements as Lender may reasonably request.

     8.3.  Issuance of Warrant. Borrower shall have  duly  issued
and delivered the Warrant to Lender.

     8.4. Perfection, Filings, Registrations and Recordings.

          (a)   Each document (including, without limitation, any
UCC  financing statement) required by this Agreement, any related
agreement  or under law or reasonably requested by Lender  to  be
filed,  registered or recorded in order to create,  in  favor  of
Lender,  a  perfected  security interest  in  or  lien  upon  the
Collateral shall have been properly filed, registered or recorded
in  each  jurisdiction  in  which  the  filing,  registration  or
recordation thereof is so required or requested, and Lender shall
have   received   an  acknowledgment  copy,  or  other   evidence
satisfactory  to  it,  of  each  such  filing,  registration   or
recordation  and  satisfactory evidence of  the  payment  of  any
necessary fee, tax or expense relating thereto.

          (b)  Lender shall have received certified responses  to
search  requests reflecting that there are no currently effective
UCC  financing statements or tax Liens on file in any  applicable
filing office covering any of the Collateral, other than (i)  UCC
financing  statements  in  favor of Lender,  (ii)  UCC  financing
statements in favor of Chase which are to be assigned  to  Lender
at  the Closing, and (iii) UCC financing statements disclosed  on
Schedule  4.19 attached hereto (all of which shall be  terminated
as of the Closing or within sixty (60) days following the Closing
pursuant to Section 8.4(h) hereof).

          (c)   Lender shall have received satisfactory  evidence
that  all  Unsatisfied Judgments and all judgment  Liens  arising
therefrom,  except for those Unsatisfied Judgments  and  judgment
Liens to be released within sixty (60) days following the Closing
pursuant to Section 8.4(h) hereof, have either (i) been paid  and
satisfied  in full and will be released or terminated of  record,
or  (ii)  been  stayed or bonded on appeal and adequate  reserves
therefor  have  been  taken  in  conformity  with  GAAP  and  are
reflected  in  the financial statements referred  to  in  Section
5.4(a) hereof.

          (d)  Lender shall have been provided a true and correct
copy of the Lockbox Agreement.

          (e)   Lender shall have been provided with satisfactory
evidence that all factoring agreements between Borrower and  CIT,
including,  without  limitation, the  Factoring  Agreement  dated
August   22,   1994,  and  all  related  factoring   arrangements
contemplated   thereby,  have  been  terminated   and   canceled;
provided, however, that Borrower may enter into the CIT Agreement
as  long  as  the  conditions set forth in  Section  4.14(j)  are
satisfied throughout the Term.

          (f)   All  stock  certificates  evidencing  the  Stock,
together  with  appropriate  stock powers  or  stock  assignments
executed in blank by Bober, shall have been delivered to Lender.

          (g)   Each  of the Insurance Policies shall  have  been
issued  to  Borrower, and the originals of each shall  have  been
delivered  to Lender (or, in the case of the disability Insurance
Policy,  the originals shall be delivered to Lender within  sixty
(60) days following the Closing).

          (h)   Within  sixty  (60) days following  the  Closing,
Lender  shall have been provided with satisfactory evidence  that
each  of the UCC financing statements disclosed on Schedule  4.19
attached  hereto and each of the Unsatisfied Judgments  (and  any
judgment  Liens  arising therefrom) disclosed on Schedule  5.7(b)
attached  hereto  have  been terminated,  released  or  otherwise
satisfied.

     8.5.  Corporate Proceedings of Borrower.  Lender shall  have
received  a  copy  of  the  resolutions  in  form  and  substance
reasonably  satisfactory to Lender, of the Board of Directors  of
Borrower  authorizing (i) the execution, delivery and performance
of this Agreement, the Term Notes and all other Loan Documents to
which  Borrower is a party and (ii) the granting by  Borrower  of
the  security interests in and liens upon the Collateral, in each
case  certified  by  the Secretary or an Assistant  Secretary  of
Borrower  as  of  the Closing Date; and, such  certificate  shall
state  that  the  resolutions thereby  certified  have  not  been
amended,  modified, revoked or rescinded as of the date  of  such
certificate.

     8.6. Incumbency Certificates of Borrower.  Lender shall have
received a certificate of the Secretary or an Assistant Secretary
of  Borrower,  dated the Closing Date, as to the  incumbency  and
signature  of the officers of Borrower executing this  Agreement,
any  other Loan Documents to which Borrower is a party,  and  any
certificate  or  other documents to be delivered by  it  pursuant
hereto,  together  with  evidence  of  the  incumbency  of   such
Secretary or Assistant Secretary.

     8.7. Certificates.  Lender shall have received a copy of the
Articles  or  Certificate of Incorporation of Borrower,  and  all
amendments thereto, certified by the Secretary of State or  other
appropriate   official  of  its  jurisdiction  of  incorporation,
together  with  copies  of  the  By-Laws  of  Borrower  and   all
agreements  of Borrower's shareholders certified as accurate  and
complete by the Secretary of Borrower.

     8.8. Good Standing Certificates.  Lender shall have received
good  standing  certificates for Borrower  dated  a  recent  date
issued by the Secretary of State or other appropriate official of
Borrower's  jurisdiction of incorporation and  each  jurisdiction
where  the  conduct  of  Borrower's business  activities  or  the
ownership of its properties necessitates qualification.

     8.9. Legal Opinion.  Lender shall have received the executed
legal   opinion  of  Shiff  &  Tisman,  in  form  and   substance
satisfactory  to Lender, which shall cover such matters  incident
to  the transactions contemplated by this Agreement as Lender may
reasonably  require, and Borrower hereby authorizes  and  directs
such counsel to deliver such opinions to Lender.

     8.10.      Landlord Consent. Borrower shall have obtained  a
Consent  from  Landlord (which Consent may  be  included  in  the
Assignment of Lease) whereby Landlord (i) consents to  the  terms
and  conditions  of the Assignment of Lease and  (ii)  agrees  to
permit Lender to assume the Lease, if Lender elects to effectuate
an  assignment of the Lease after the occurrence of an  Event  of
Default.

     8.11.     Concerning the Mortgage.

          (a)   Bober  shall have furnished Lender with  a  title
insurance  policy  from a company acceptable to Lender,  insuring
that  Bober holds title to the Bober Farm in fee simple, and that
the Mortgage constitutes a valid mortgage lien on the Bober Farm,
subject only to the interests of the First Mortgage Lender,  with
such endorsements as Lender may require.

          (b)  Bober shall have provided Lender with an appraisal
of  the  Bober  Farm, prepared by an MAI appraiser  and  in  form
satisfactory  to Lender, showing the Bober Farm to  have  a  fair
market  value at least $500,000.00 in excess of the amount  owing
to  the  First  Mortgage Lender. If Lender  requires  an  updated
appraisal  during the Term, Bober shall obtain the  same  at  his
sole expense.

          (c)   Bober  shall have provided Lender  with  an  ALTA
survey  of  the  Bober  Farm,  in form  satisfactory  to  Lender,
prepared by a registered land surveyor and in form sufficient  to
permit  the removal from the mortgage title policy of such  title
exceptions as shall be required by Lender. If Lender requires  an
updated  survey during the Term, Bober shall obtain the  same  at
his sole expense.

          (d)   Bober  shall have obtained each of the  following
from  the First Mortgage Lender and delivered the same to Lender:
(i)  First  Mortgage  Lender's consent to  the  Mortgage  and  an
agreement to notify Lender in the event of any default  by  Bober
under the First Mortgage and to provide Lender an opportunity  to
cure  such default; (ii) First Mortgage Lender's modification  of
its loan documents to eliminate any clause that provides that the
First  Mortgage  will secure future advances to Bober   or  other
obligations of Bober to First Mortgage Lender incurred after  the
Closing  Date,  with the exception of advances to First  Mortgage
Lender's  counsel in the event of a default by  Bober  under  the
First Mortgage; and (iii) an estoppel letter assuring Lender that
the  current  loan balance secured by the First  Mortgage  is  as
represented  in  Section  5.24 hereof,  and  that  there  are  no
defaults under the terms and provisions of the First Mortgage  or
First Mortgage Lender's loan documents.

     8.12.      Repayment  Schedule for Bober Loan.  Bober  shall
have executed and delivered to Borrower a promissory note in  the
principal  amount equal to the outstanding balance of  the  Bober
Loan  (the  "Bober  Note"),  in  form  and  substance  reasonably
satisfactory  to  Lender  and  containing  a  repayment  schedule
acceptable to Lender. Such repayment schedule shall provide for a
reasonable rate of interest and a repayment at a rate of at least
$5,000.00 per month.

     8.13.      Bober  Employment Agreement. Borrower  and  Bober
shall  have  entered  into  a five (5)  year  written  employment
agreement  (the  "Bober  Employment  Agreement"),  in  form   and
substance  reasonably satisfactory to Lender  and  providing  for
Bober's full-time service as Chairman and Chief Executive Officer
of  Borrower  and  providing  for  a  salary  of  not  to  exceed
$360,000.00 per year, and, if Borrower's annual after tax profits
exceed $1,000,000.00 in any fiscal year, a bonus of forty percent
(40%)  of  the amount of such excess, subject to the  requirement
that  fifty percent (50%) of such bonus be applied to  the  Bober
Loan until paid.

     8.14.      Consulting  Agreement.  Borrower  and  Consultant
shall  have  entered into a consulting agreement (the "Consulting
Agreement"),  in  form and substance reasonably  satisfactory  to
Lender, having a term of at least three (3) years, and providing,
among other things, for Consultant to receive compensation of not
more  than  $50,000.00  per year and for  Consultant  to  provide
regular reports to Borrower and Lender.

     8.15.      No  Litigation. No litigation,  investigation  or
proceeding before or by any arbitrator or Governmental  Authority
shall be continuing or threatened against Borrower or against the
officers  or  directors of Borrower (i) in connection  with  this
Agreement  or  other  Loan Documents or any of  the  transactions
contemplated  thereby  and which, in the  reasonable  opinion  of
Lender, is deemed material or (ii) which if adversely determined,
would,  in  the  reasonable opinion of Lender,  have  a  material
adverse  effect on the business, assets, operations or  condition
(financial  or  otherwise) of Borrower, and no injunction,  writ,
restraining order or other order of any nature materially adverse
to  Borrower or the conduct of its business or inconsistent  with
the  due  consummation of the transactions contemplated  by  this
Agreement shall have been issued by any Governmental Authority.

     8.16.      Financial Condition Opinions. Lender  shall  have
received executed Officers' Certificates satisfactory in form and
substance  to it to the effect that, as of the Closing  Date  and
after  giving  effect  to the transactions contemplated  by  this
Agreement,  current  projections which are  based  on  underlying
assumptions  which provide a reasonable basis for the projections
and   which   reflect  Borrower's  judgment  based   on   present
circumstances of the most likely set of conditions and Borrower's
most   likely   course  of  action  for  the  period   projected,
demonstrate  that  Borrower will have  sufficient  cash  flow  to
enable it to pay its debts as they mature.

     8.17.        Expenses.    Lender   shall    have    received
reimbursement of all costs and expenses incurred by Lender as  of
the  Closing  Date, including legal fees, costs and disbursements
set forth in Section 6.8 hereof.

     8.18.     Pro Forma Financial Statements.  Lender shall have
received  copies  of  the  Pro  Forma  Balance  Sheet   and   the
Projections described in Section 5.4(c) hereof, and each shall be
satisfactory in all respects to Lender.

     8.19.      Insurance.  Lender shall have received  certified
copies,  in  form  and  substance  satisfactory  to  Lender,   of
Borrower's  casualty  insurance  policies,  together  with   loss
payable  endorsements on Lender's standard  form  of  loss  payee
endorsement naming Lender as loss payee, and certified copies  of
Borrower's   liability   insurance   policies,   together    with
endorsements naming Lender as a co-insured.

     8.20.     Consents.  Lender shall have received any and  all
Consents necessary to permit the effectuation of the transactions
contemplated by this Agreement and the Loan Documents, and Lender
shall  have  received  such Consents and waivers  of  such  third
parties as might assert claims with respect to the Collateral, as
Lender and its counsel shall deem necessary.

     8.21.      No  Adverse Material Change. Since June 30,  1996
(the date of the latest financial statements provided to Lender),
there  shall have occurred (i) no material adverse change in  the
condition,  financial  or  otherwise, operations,  properties  or
prospects of Borrower, (ii) no material damage or destruction  to
any  of the Collateral nor any material depreciation in the value
thereof  and  (iii) no event, condition or state of  facts  which
would  reasonably be expected materially and adversely to  affect
the  business,  financial condition or results of  operations  of
Borrower.

     8.22.        Representations   True    and    Correct.    No
representations made or information supplied to Lender shall have
been  proven  to  be  inaccurate or misleading  in  any  material
respect.

     8.23.      Bober  Financial Statements.  Lender  shall  have
received  a recent financial statement of Bober, which  shall  be
satisfactory in all respects to Lender.

     8.24.      Contract Review.  Lender shall have reviewed  all
material  contracts  of Borrower, including, without  limitation,
leases,  union  contracts, labor contracts,  Customer  contracts,
vendor  supply  contracts, license agreements and distributorship
agreements,  and  all  such contracts  and  agreements  shall  be
reasonably satisfactory in all respects to Lender.

     8.25.      Representations  and  Warranties.   Each  of  the
representations and warranties made by Borrower in or pursuant to
this Agreement and any related agreements to which it is a party,
and  each of the representations and warranties contained in  any
certificate,  document or financial or other statement  furnished
at  any  time under or in connection with this Agreement  or  any
related  agreement  shall  be true and correct  in  all  material
respects  on and as of the Closing Date as if made on and  as  of
such date.

     8.26.      No Default.  No Event of Default or Default shall
have  occurred  and be continuing on the Closing  Date  or  would
exist after giving effect to the consummation of the transactions
contemplated by this Agreement.

     8.27.      Other.  All corporate and other proceedings,  and
all  documents, instruments and other legal matters in connection
with  the  transactions contemplated by this Agreement  shall  be
satisfactory in form and substance to Lender and its counsel.

IX.  INFORMATION AS TO BORROWER.

     Borrower   shall,  until  satisfaction  in   full   of   the
Obligations and the termination of this Agreement (unless  lender
shall otherwise consent in writing):

     9.1.  Annual Financial Statements.  Furnish Lender  within
ninety (90) days after the end of each fiscal year of Borrower,
financial statements of Borrower including, but not limited to,
statements  of  income and stockholders' equity and  cash  flow
from  the  beginning of the current fiscal year to the  end  of
such  fiscal year and the balance sheet as at the end  of  such
fiscal year, all prepared in accordance with GAAP applied on  a
basis consistent with prior practices, and in reasonable detail
and reported upon without qualification by the Accountants.  In
addition, the reports shall be accompanied by a certificate  of
the Accountants which shall state that, based on an examination
sufficient  to  permit them to make an informed  statement,  no
Default  or  Event of Default exists, or, if such  is  not  the
case,  specifying such Default or Event of Default, its nature,
when  it occurred, whether it is continuing and the steps being
taken  by  Borrower  with  respect  to  such  event  and,  such
certificate shall have appended thereto calculations which  set
forth   Borrower's   compliance  with   the   requirements   or
restrictions imposed by Sections 7.4, 7.5, 7.6, 7.7, 7.8, 7.11,
7.18, 7.19, 7.21 and 7.22 hereof.

     9.2.  Six  Month  Financial  Statements.   Furnish  Lender
within  sixty (60) days of the end of second fiscal quarter  of
each  fiscal  year of Borrower, including, but not limited  to,
statements  of  income and stockholders' equity and  cash  flow
from the beginning of the current fiscal year to the end of the
second fiscal quarter and a balance sheet as at the end of  the
second  fiscal  quarter, prepared on a  basis  consistent  with
prior  practices  and  complete and  correct  in  all  material
respects, subject to normal year end adjustments, all of  which
shall have been reviewed by the Accountants.  In addition,  the
reports  shall  be accompanied by a certificate  of  Borrower's
Chief  Financial Officer which shall state that,  based  on  an
examination  sufficient  to permit  him  to  make  an  informed
statement, no Default or Event of Default exists, or,  if  such
is  not  the case, specifying such Default or Event of Default,
its  nature, when it occurred, whether it is continuing and the
steps  being taken by Borrower with respect to such event  and,
such certificate shall have appended thereto calculations which
set  forth  Borrower's  compliance  with  the  requirements  or
restrictions imposed by Sections 7.4, 7.5, 7.6, 7.7, 7.8, 7.11,
7.18, 7.19, 7.21 and 7.22 hereof.

     9.3.  Monthly Financial Statements.  Furnish Lender within
thirty  (30)  days  after the end of each month,  an  unaudited
balance  sheet of Borrower and unaudited statements  of  income
and  stockholders, equity and cash flow of Borrower  reflecting
results of operations from the beginning of the fiscal year  to
the  end of such month and for such month, prepared on a  basis
consistent with prior practices and complete and correct in all
material respects, subject to normal year end adjustments,  and
setting forth, in comparative detail, the corresponding figures
from  the  Projections for such period. The  reports  shall  be
accompanied  by  a  certificate of Borrower's  Chief  Financial
Officer  which  shall  state  that,  based  on  an  examination
sufficient  to  permit  him to make an informed  statement,  no
Default  or  Event of Default exists, or, if such  is  not  the
case,  specifying such Default or Event of Default, its nature,
when  it occurred, whether it is continuing and the steps being
taken  by  Borrower  with  respect  to  such  event  and,  such
certificate shall have appended thereto calculations which  set
forth   Borrower's   compliance  with   the   requirements   or
restrictions imposed by Sections 7.4, 7.5, 7.6, 7.7, 7.8, 7.11,
7.18, 7.19, 7.21 and 7.22 hereof.

     9.4   Schedules. Furnish Lender within five (5) days after
the  end  of each month a report or reports, in form reasonably
acceptable   to   Lender,   setting   forth   (i)   outstanding
Receivables, Eligible Receivables and Receivables aging  as  of
the  last day of the month, (ii) outstanding letters of  credit
as  of  the last day of the month, (iv) accounts payable as  of
the  last day of the month, (v) cash on hand as of the last day
of  the  month, (vi) collections on Receivables for the  month,
(vii)  total  sales  for such  month and  year-to-date,  (viii)
order backlog reports as of the last day of the month, and (ix)
fee  income for the month. In addition, Borrower shall  furnish
Lender  with such other schedules, documents and/or information
regarding  the  Collateral  as Lender  may  reasonably  require
including,   without  limitation,  trial  balances   and   test
verifications.  Lender  shall have the  right  to  confirm  and
verify all Receivables by any manner and through any medium  it
considers  advisable  and do whatever it  may  deem  reasonably
necessary to protect its interests hereunder. The items  to  be
provided  under this Section 9.4 are to be in form satisfactory
to   Lender   and  are  solely  for  Lender's  convenience   in
maintaining  records of the Collateral, and Borrower's  failure
to  deliver  any  of  such items to Lender  shall  not  affect,
terminate, modify or otherwise limit Lender's Lien with respect
to the Collateral.

     9.5   Bober Financial Statements.  Furnish or cause to  be
furnished  to Lender, within sixty (60) days after the  end  of
each calendar year, a personal financial statement of Bober, in
form satisfactory to Lender.

     9.6.  Disclosure  of  Material Matters.  Immediately  upon
learning  thereof,  report  to Lender  all  matters  materially
affecting  the value, enforceability or collectibility  of  any
portion   of  the  Collateral  including,  without  limitation,
Borrower's  reclamation or repossession of, or  the  return  to
Borrower  of, a material amount of goods or claims or  disputes
asserted by any Customer or other obligor.  Borrower will  not,
without  Lender's  consent, compromise or adjust  any  material
amount  of  the  Receivables (or extend the  time  for  payment
thereof) or accept any material returns of merchandise or grant
any  additional discounts, allowances or credits thereon except
for those compromises, adjustments, returns, discounts, credits
and  allowances  as  have  been  heretofore  customary  in  the
business of Borrower.

     9.7.  Environmental Reports.  Furnish Lender, concurrently
with  the delivery of the financial statements referred  to  in
Section  9.1 hereof, with a certificate of Borrower  signed  by
the  Chief Financial Officer of Borrower stating that,  to  the
best  of  his  knowledge,  Borrower is  in  compliance  in  all
material  respects  with  all federal,  state  and  local  laws
relating   to   environmental  protection   and   control   and
occupational safety and health. To the extent Borrower  is  not
in  compliance  with the foregoing laws, the certificate  shall
set  forth with specificity all areas of noncompliance and  the
proposed  action  Borrower will implement in order  to  achieve
full compliance.

     9.8.  Litigation. Except for matters disclosed in Schedule
5.7(a)  attached hereto, promptly notify Lender in  writing  of
any  litigation,  suit  or administrative proceeding  affecting
Borrower, whether or not the claim is covered by insurance, and
of  any suit or administrative proceeding, which may materially
and  adversely  affect  the Collateral or Borrower's  business,
assets,  operations,  condition  or  prospects  (financial   or
otherwise).

     9.9.  Material  Occurrences.  Promptly  notify  Lender  in
writing  upon  the occurrence of (a) any Event  of  Default  or
Default; (b) any event, development or circumstance whereby any
financial statements or other reports furnished to Lender  fail
in  any material respect to present fairly, in accordance  with
GAAP consistently applied, the financial condition or operating
results of Borrower as of the date of such statements; (c) each
and  every  default  by  Borrower which  might  result  in  the
acceleration of the maturity of any Indebtedness, including the
names  and  addresses of the holders of such Indebtedness  with
respect to which there is a default existing or with respect to
which  the maturity has been or could be accelerated,  and  the
amount  of such Indebtedness; and (d) any other development  in
the  business or affairs of Borrower which might reasonably  be
expected to be materially adverse; in each case describing  the
nature  thereof and the action Borrower proposes to  take  with
respect thereto.

     9.10   Bober   Environmental  Report.    Furnish   Lender,
concurrently  with  the  delivery of the  financial  statements
referred to in Section 9.5 hereof, with a certificate of  Bober
stating, to the best of his knowledge, that he is in compliance
in all material respects with all federal, state and local laws
relating to environmental protection with respect to the  Bober
Farm.  To  the  extent  Bober is not  in  compliance  with  the
foregoing   laws,  the  certificate  shall   set   forth   with
specificity all areas of noncompliance and the proposed  action
Bober will implement in order to achieve full compliance.

     9.11.      Additional  Information.  Furnish  Lender  with
additional information as it shall reasonably request in  order
to  enable  Lender  to determine whether the terms,  covenants,
provisions and conditions of this Agreement have been  complied
with by Borrower including, without limitation and without  the
necessity  of  any  request  by  Lender,  (a)  copies  of   all
environmental audits and reviews, (b) at least thirty (30) days
prior  thereto, notice of Borrower's opening of any new  office
or  place  of  business or Borrower's closing of  any  existing
office  or  place of business, and (c) promptly upon Borrower's
learning  thereof, of any labor dispute to which  Borrower  may
become a party, any strikes or walkouts relating to any of  its
plants  or  other facilities, and the expiration of  any  labor
contract  to which Borrower is a party or by which Borrower  is
bound.

     9.12.      Projected Operating Budget.  Furnish Lender, no
less  than  one hundred twenty (120) days prior to the  end  of
each  of  Borrower's fiscal years commencing with  fiscal  year
ending  December 31, 1997, a month-by-month projected operating
budget  and cash flow of Borrower on a consolidated  basis  for
the  immediately  succeeding fiscal year (including  an  income
statement,  cash  flow  statement and balance  sheet  for  each
month),  such  Projections to be accompanied by  a  certificate
signed by Borrower's Chairman or Chief Financial Officer to the
effect that such Projections have been prepared on the basis of
sound  financial planning practice consistent with past budgets
and financial statements and that such officer has no reason to
question  the  reasonableness of any  material  assumptions  on
which such Projections were prepared. All Projections furnished
to Lender pursuant to this Section 9.12 must be satisfactory to
Lender.  In  no event shall the Projections submitted  for  any
fiscal year project net income for such year which is less than
the net income projected for the preceding fiscal year.

     9.13.       Variances  From  Operating  Budget.    Furnish
Lender,   concurrently  with  the  delivery  of  the  financial
statements  referred  to in Sections  9.1  and  9.3  hereof,  a
written  report  summarizing all material  variances  from  the
Projections submitted by Borrower for the applicable period and
a  discussion and analysis by management with respect  to  such
variances.

     9.14.     Notice of Suits, Adverse Events.  Furnish Lender
with prompt notice of (i) any lapse or other termination of any
Consent issued to Borrower by any Governmental Authority or any
other  Person  that is material to the operation of  Borrower's
business,  (ii) any refusal by any  Governmental  Authority  or
any other Person to renew or extend any such Consent; and (iii)
copies  of  any periodic or special reports filed  by  Borrower
with  any  Governmental Authority or Person,  if  such  reports
indicate  any  material  change in  the  business,  operations,
affairs  or  condition of Borrower, or if  copies  thereof  are
requested by Lender and (iv) copies of any material notices and
other  communications from any Governmental Authority or Person
which specifically relate to Borrower.

     9.15.     ERISA Notices and Requests.  Furnish Lender with
immediate written notice in the event that (i) Borrower or  any
member of the Controlled Group knows or has reason to know that
a  Termination  Event  has occurred, together  with  a  written
statement describing such Termination Event and the action,  if
any,  which  Borrower  or member of the  Controlled  Group  has
taken, is taking, or proposes to take with respect thereto and,
when  known,  any  action taken or threatened by  the  Internal
Revenue  Service,  Department of Labor  or  PBGC  with  respect
thereto,  (ii)  Borrower or any member of the Controlled  Group
knows  or has reason to know that a prohibited transaction  (as
defined  in  Sections 406 of ERISA and 4975 of  the  Code)  has
occurred  together  with  a written statement  describing  such
transaction and the action which Borrower or any member of  the
Controlled Group has taken, is taking or proposes to take  with
respect thereto, (iii) a funding waiver request has been  filed
with  respect  to  any  Plan together with  all  communications
received  by  either Borrower or any member of  the  Controlled
Group  with respect to such request, (iv) any increase  in  the
benefits of any existing Plan or the establishment of  any  new
Plan  or the commencement of contributions to any Plan to which
either  Borrower or any member of the Controlled Group was  not
previously contributing shall occur, (v) Borrower or any member
of the Controlled Group shall receive from the PBGC a notice of
intention to terminate a Plan or to have a trustee appointed to
administer  a  Plan, together with copies of each such  notice,
(vi)  Borrower  or  any  member of the Controlled  Group  shall
receive any favorable or unfavorable determination letter  from
the  Internal Revenue Service regarding the qualification of  a
Plan under Section 401(a) of the Code, together with copies  of
each  such  letter;  (vii)  Borrower  or  any  member  of   the
Controlled   Group  shall  receive  a  notice   regarding   the
imposition  of  withdrawal liability, together with  copies  of
each  such  notice;  (viii)  Borrower  or  any  member  of  the
Controlled  Group shall fail to make a required installment  or
any other required payment under Section 412 of the Code on  or
before  the  due  date for such installment  or  payment;  (ix)
Borrower or any member of the Controlled Group knows that (a) a
Multiemployer  Plan has been terminated, (b) the  administrator
or plan sponsor of a Multiemployer Plan intends to terminate  a
Multiemployer  Plan,  or (c) the PBGC has  instituted  or  will
institute  proceedings under Section 4042 of ERISA to terminate
a Multiemployer Plan.

X.   EVENTS OF DEFAULT.

     The  occurrence of any one or more of the following events
shall constitute an "Event of Default":

     10.1.     Nonpayment.

          (i)   Failure  by  Borrower to pay any  principal  or
interest  on  the  Term  Note or other  Obligations  when  due,
whether  at  maturity or by reason of acceleration pursuant  to
the  terms  of this Agreement, and continuation thereof  for  a
period of fifteen (15) consecutive days.

          (ii) Failure by Borrower to make any other payment or
to  pay  any  fee or charge provided for herein  when  due  and
continuation  thereof for a period of fifteen (15)  consecutive
days  after notice is given by Lender that such amount  is  due
and owing.

     10.2.      Breach of Representations and Warranties.   Any
representation or warranty made or deemed made by  Borrower  or
Bober  in  this Agreement or any related agreement  or  in  any
certificate, document or financial or other statement furnished
at  any time in connection herewith or therewith shall prove to
have  been misleading in any material respect on the date  when
made or deemed to have been made.

     10.3.      Failure  to  Provide Information.   Failure  by
Borrower  or  Bober to (i) furnish financial  information  when
requested  or  (ii)  permit the inspection  of  its  books  and
records.

     10.4.      Attachments  and Liens.  Except  for  Permitted
Encumbrances,  issuance  of a notice of  Lien,  Charge,  Claim,
levy,  assessment, injunction or attachment against a  material
portion  of Borrower's or Bober's property which is not  stayed
or lifted within thirty (30) days.

     10.5.      Breach of Covenants.

          (i)   Failure or neglect by Borrower or Bober, as the
case may be, to perform, keep or observe the terms, provisions,
conditions  and  covenants contained in (a) Section  9.1,  9.2,
9.3,  9.4 or 9.5 hereof which shall remain uncured for ten (10)
days  following such failure or neglect, (b) Sections 6.2, 6.4,
6.7,  9.7,  9.8,  9.10 or 9.13 which shall remain  uncured  for
thirty (30) days following such failure or neglect.

          (ii)  Failure  or  neglect by Borrower  or  Bober  to
perform,  keep  or  observe any term, provision,  condition  or
covenant contained in this Agreement other than those set forth
in  Section  10.5(i)  hereof or contained  in  any  other  Loan
Documents,  agreement or arrangement, now or hereafter  entered
into  between Borrower and/or Bober (as the case  may  be)  and
Lender.

     10.6.      Judgments.  Except for judgments  disclosed  in
Schedule  5.7(b) attached hereto, any judgment is  rendered  or
judgment liens filed against Borrower or Bober for an amount in
excess  of  $50,000  which  within thirty  (30)  days  of  such
rendering  or  filing  is  not  either  satisfied,  stayed   or
discharged of record.

     10.7.      Insolvency.  Borrower shall (i)  apply  for  or
consent to the appointment of, or the taking of possession  by,
a  receiver, custodian, trustee or liquidator of itself  or  of
all  or a substantial part of its property, (ii) make a general
assignment  for  the  benefit of creditors,  (iii)  commence  a
voluntary case under any state or federal bankruptcy  laws  (as
now or hereafter in effect), (iv) be adjudicated a bankrupt  or
insolvent, (v) file a petition seeking to take advantage of any
other  law  providing for the relief of debtors, (vi) acquiesce
to,  or  fail to have dismissed, within thirty (30)  days,  any
petition  filed against it in any involuntary case  under  such
bankruptcy  laws, or (vii) take any action for the  purpose  of
effecting any of the foregoing.

     10.8.      Failure to Pay Debts. Borrower shall  admit  in
writing its inability, or be generally unable, to pay its debts
as they become due or cease operations of its present business.

     10.9.      Insolvency of Affiliates. Bober  or  any  other
Affiliate  of  Borrower shall (i) apply for or consent  to  the
appointment  of,  or the taking of possession by,  a  receiver,
custodian,  trustee or liquidator of itself  or  of  all  or  a
substantial  part of its property, (ii) admit  in  writing  its
inability,  or  be generally unable, to pay its debts  as  they
become  due or cease operations of its present business,  (iii)
make  a  general assignment for the benefit of creditors,  (iv)
commence a voluntary case under any state or federal bankruptcy
laws  (as  now  or hereafter in effect), (v) be  adjudicated  a
bankrupt  or  insolvent, (vi) file a petition seeking  to  take
advantage of any other law providing for the relief of debtors,
(vii)  acquiesce to, or fail to have dismissed,  within  thirty
(30)  days,  any  petition filed against it in any  involuntary
case under such bankruptcy laws, or (viii) take any action  for
the purpose of effecting any of the foregoing.

     10.10.      Material  Adverse  Changes.  Any   change   in
Borrower's condition or affairs (financial or otherwise)  which
in  Lender's reasonable opinion impairs the Collateral  or  the
ability  of  Borrower  to  perform its Obligations  under  this
Agreement.

     10.11.     Liens. Any Lien created hereunder  or  provided
for hereby or under any related agreement for any reason ceases
to  be  or  is  not a valid and perfected Lien having  a  first
priority interest other than Permitted Encumbrances, or CIT for
any  reason  revokes, terminates or challenges the validity  of
any intercreditor agreement entered into between CIT and Lender
with respect to Borrower's Receivables or asserts that Lender's
rights  and  security interests in Borrower's  Receivables  are
invalid  or subordinate to CIT's rights therein (except  as  to
Receivables  which  have  been  "matured"  in  accordance  with
paragraph 9 of the CIT Agreement).

     10.12.     Cross-Default. A default of the obligations  of
Borrower or Bober under any other agreement to which either  of
them  is a party shall occur (including, without limitation,  a
default  under the Lease, the Shinyei Agreement  or  the  First
Mortgage),  which  default is not cured within  any  applicable
grace period.

     10.13.     Termination of Guaranty. Termination or  breach
by  Bober of the Guaranty or any similar agreement executed and
delivered  by Bober in connection with the Obligations,  or  if
Bober  attempts to terminate or challenges the validity of,  or
his liability under, the Guaranty or any similar agreement.

     10.14.    Change of Ownership.  Any Change of Ownership.

     10.15.    Change of Management. Any Change of Management.

     10.16.     Invalidity.   Any material  provision  of  this
Agreement shall, for any reason, cease to be valid and  binding
on Borrower, or Borrower shall so claim in writing to Lender.

     10.17.     Permits.  Any Governmental Authority shall  (i)
revoke,  terminate,  suspend or adversely modify  any  license,
permit,  patent  trademark or tradename of  Borrower,  or  (ii)
commence proceedings to suspend, revoke, terminate or adversely
modify any such license, permit, trademark, tradename or patent
and  such  proceedings  shall not be  dismissed  or  discharged
within  sixty (60) days, or (iii) schedule or conduct a hearing
on  the renewal of any license, permit, trademark, tradename or
patent  necessary  for the continuation of Borrower's  business
and  the  staff of such Governmental Authority issues a  report
recommending   the  termination,  revocation,   suspension   or
material,   adverse  modification  of  such  license,   permit,
trademark,  tradename  or patent; or  any  agreement  which  is
necessary  or material to the operation of Borrower's  business
shall be revoked or terminated and not replaced by a substitute
acceptable to Lender within thirty (30) days after the date  of
such   revocation  or  termination,  and  such  revocation   or
termination  and non-replacement would have a material  adverse
effect on Borrower's business or financial condition.

     10.18.     Forfeiture  or  Seizure  of  Collateral.    Any
portion  of  the  Collateral shall be  seized  or  taken  by  a
Governmental Authority, or Borrower or the title and rights  of
Borrower  which  is the owner of any material  portion  of  the
Collateral  shall have become the subject matter of  litigation
which  might, in the reasonable opinion of Lender,  upon  final
determination,  result in impairment or loss  of  the  security
provided by this Agreement or the Loan Documents.

     10.19.     ERISA.   An  event  or condition  specified  in
Sections 7.16 or 9.15 hereof shall occur or exist with  respect
to  any  Plan  and,  as  a result of such event  or  condition,
together with all other such events or conditions, Borrower  or
any  member  of  the Controlled Group shall incur,  or  in  the
opinion of Lender be reasonably likely to incur, a liability to
a  Plan or the PBGC (or both) which, in the reasonable judgment
of  Lender,  would  have  a material adverse  effect  upon  the
Collateral   or  the  ability  of  Borrower  to   perform   its
Obligations under this Agreement.

     10.20.     Forbearance Agreement.  The  occurrence  of  an
event  which  would  permit  Lender,  in  accordance  with  the
provisions  of the Bober Forbearance Agreement, to enforce  its
rights and remedies with respect to the Bober Judgment.

Notwithstanding the foregoing, no Event of Default (other  than
an  Event of Default under Section 10.1 hereof) shall be deemed
to  exist hereunder if such Event of Default occurs as a direct
result  of  the  fact  that the Clothing  Services  Commissions
actually  earned by Borrower in any period are  less  than  the
Clothing Services Commissions forecasted in the Projections for
the same period, so long as Lender has approved such forecasts.

XI.  LENDERS' RIGHTS AND REMEDIES AFTER DEFAULT.

     11.1.     Rights and Remedies.  Upon the occurrence of  an
Event  of  Default  pursuant to Section 10.7,  all  Obligations
shall be immediately due and payable and this Agreement and all
obligations  of  Lender hereunder shall be  deemed  terminated;
and,  upon the occurrence of any of the other Events of Default
and  at any time thereafter (such default not having previously
been  cured), at the option of Lender all Obligations shall  be
immediately due and payable and Lender shall have the right  to
terminate   this  Agreement  and  all  obligations  of   Lender
hereunder.  Upon the occurrence of any Event of Default, Lender
shall  have the right to exercise any and all other rights  and
remedies  provided  for herein, under the UCC  and  at  law  or
equity  generally, including, without limitation, the right  to
foreclose the security interests granted herein and to  realize
upon  any Collateral by any available judicial procedure and/or
to  take  possession of and sell any or all of  the  Collateral
with  or  without  judicial process. Lender may  enter  any  of
Borrower's premises or other premises without legal process and
without  incurring liability to Borrower therefor,  and  Lender
may  thereupon,  or at any time thereafter, in  its  discretion
without  notice or demand, take the Collateral and  remove  the
same to such place as Lender may deem advisable and Lender  may
require Borrower to make the Collateral available to Lender  at
a  convenient place.  With or without having the Collateral  at
the  time or place of sale, Lender may sell the Collateral,  or
any  part  thereof, at public or private sale, at any  time  or
place, in one or more sales, at such price or prices, and  upon
such  terms,  either  for cash, credit or future  delivery,  as
Lender  may  elect.  Except as to that part of  the  Collateral
which  is perishable or threatens to decline speedily in  value
or is of a type customarily sold on a recognized market, Lender
shall  give  Borrower reasonable notification of such  sale  or
sales, it being agreed that in all events written notice mailed
to  Borrower at least ten (10) days prior to such sale or sales
is  reasonable notification.  At any public sale Lender may bid
for and become the purchaser, and Lender or any other purchaser
at  any  such  sale thereafter shall hold the  Collateral  sold
absolutely  free  from any claim or right of  whatsoever  kind,
including  any equity of redemption and such right  and  equity
are  hereby  expressly  waived and released  by  Borrower.   In
connection with the exercise of the foregoing remedies,  Lender
is  granted  permission  to use all of  Borrower's  trademarks,
trade   styles,  trade  names,  patents,  patent  applications,
licenses,  franchises and other proprietary  rights  which  are
used  in  connection  with (a) Inventory  for  the  purpose  of
disposing  of such Inventory and (b) Equipment for the  purpose
of   completing  the  manufacture  of  unfinished  goods.   The
proceeds  realized  from the sale of any  Collateral  shall  be
applied  as  follows: first, to the reasonable costs,  expenses
and  attorneys'  fees  and  expenses  incurred  by  Lender  for
collection   and   for  acquisition,  completion,   protection,
removal, storage, sale and delivery of the Collateral;  second,
to interest due upon any of the Obligations; and, third, to the
principal  of the Obligations.  If any deficiency shall  arise,
Borrower shall remain liable to Lender therefor.

     11.2.      Setoff.  In addition to any other rights  which
Lender may have under applicable law, upon the occurrence of an
Event  of Default hereunder, Lender shall have a right to apply
any  of Borrower's property held by Lender and any amounts  due
from  Lender to Borrower under the Clothing Services  Agreement
(whether matured or unmatured) to reduce the Obligations.

     11.3.       Rights   and  Remedies  Not  Exclusive.    The
enumeration  of  the  foregoing  rights  and  remedies  is  not
intended  to  be exhaustive and the exercise of  any  right  or
remedy  shall not preclude the exercise of any other  right  or
remedies, all of which shall be cumulative and not alternative.

XII. WAIVERS AND JUDICIAL PROCEEDINGS.

     12.1.     Waiver of Notice.  Borrower hereby waives notice
of   non-payment   of  the  Term  Note  or  other   Obligations
outstanding hereunder, demand, presentment, protest, notice  of
protest, notice of acceptance hereof, and all other demands and
notices  of  any  description, except  such  as  are  expressly
provided for herein.

     12.2.     Delay.  No delay or omission on Lender's part in
exercising  any  right, remedy or option  shall  operate  as  a
waiver  of such or any other right, remedy or option or of  any
default.

     12.3.      Jury  Waiver.   EACH PARTY  TO  THIS  AGREEMENT
HEREBY  EXPRESSLY  WAIVES ANY RIGHT TO TRIAL  BY  JURY  OF  ANY
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS
AGREEMENT  OR  ANY  OTHER  INSTRUMENT,  DOCUMENT  OR  AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR (B) IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF  THE
PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT OR
ANY  OTHER  INSTRUMENT,  DOCUMENT  OR  AGREEMENT  EXECUTED   OR
DELIVERED  IN CONNECTION HEREWITH, OR THE TRANSACTIONS  RELATED
HERETO  OR  THERETO  IN  EACH  CASE  WHETHER  NOW  EXISTING  OR
HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT  OR
OTHERWISE  AND EACH PARTY HEREBY CONSENTS THAT ANY SUCH  CLAIM,
DEMAND,  ACTION  OR CAUSE OF ACTION SHALL BE DECIDED  BY  COURT
TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT  MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY
COURT AS WRITTEN EVIDENCE OF THE CONSENTS OF THE PARTIES HERETO
TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

XIII.     EFFECTIVE DATE AND TERMINATION.

     13.1.     Term.  This Agreement, which shall inure to  the
benefit  of and shall be binding upon the respective successors
and  permitted  assigns of each of Borrower  and  Lender  shall
become effective on the date hereof and shall continue in  full
force  and  effect until December 31, 2002 (the "Term")  unless
sooner  terminated as herein provided.  Borrower may  terminate
this  Agreement at any time upon sixty (60) days' prior written
notice  ("Termination  Date")  upon  payment  in  full  of  the
Obligations.

     13.2.      Termination.  The termination of the  Agreement
shall  not affect any of Borrower's or Lender's rights, or  any
of   the  Obligations  having  their  inception  prior  to  the
effective  date of such termination, and the provisions  hereof
shall  continue  to be fully operative until  all  transactions
entered  into, rights or interests created or Obligations  have
been  fully disposed of, concluded or liquidated.  The security
interests, Liens and rights granted to Lender hereunder and the
financing  statements filed hereunder shall  continue  in  full
force  and  effect,  notwithstanding the  termination  of  this
Agreement, until all of the Obligations of Borrower  have  been
paid  or  performed  in  full after  the  termination  of  this
Agreement   or   Borrower   has  furnished   Lender   with   an
indemnification  satisfactory to Lender with  respect  thereto.
Accordingly, Borrower waives any rights which it may have under
Section 9-404(1) of the UCC to demand the filing of termination
statements with respect to the Collateral, and Lender shall not
be required to send such termination statements to Borrower, or
to  file  them  with any filing office, unless and  until  this
Agreement  shall  have been terminated in accordance  with  its
terms and all Obligations paid in full in immediately available
funds. All representations, warranties, covenants, waivers  and
agreements  contained herein shall survive  termination  hereof
until all Obligations are repaid or performed in full.

XIV. MISCELLANEOUS.

     14.1.      Governing Law. This Agreement is delivered  and
is  to  be  performed  in the State of Oklahoma  and  shall  be
construed  and enforced in accordance with, and the  rights  of
the  parties  shall be governed by, the laws of  the  State  of
Oklahoma applicable to contracts to be performed wholly  within
the  State of Oklahoma.  Any judicial proceeding brought by  or
against  Borrower with respect to any of the Obligations,  this
Agreement or any related agreement may be brought in any  court
of  competent  jurisdiction in the State  of  Oklahoma,  United
States  of  America,  and, by execution and  delivery  of  this
Agreement,  Borrower accepts for itself and in connection  with
its   properties,  generally  and  unconditionally,  the   non-
exclusive jurisdiction of the aforesaid courts, and irrevocably
agrees  to  be  bound  by  any  judgment  rendered  thereby  in
connection  with this Agreement.  Nothing herein  shall  affect
the  right to serve process in any manner permitted by  law  or
shall  limit  the right of Lender to bring proceedings  against
Borrower  in  the  courts of any other jurisdiction.   Borrower
waives  any  objection to jurisdiction and venue of any  action
instituted hereunder and shall not assert any defense based  on
lack  of  jurisdiction  or  venue  or  based  upon  forum   non
conveniens.  Any judicial proceeding by Borrower against Lender
involving, directly or indirectly, any matter or claim  in  any
way arising out of, related to or connected with this Agreement
or  any  Loan  Documents shall be brought only  in  the  United
States  District Court for the Western District of Oklahoma  or
in  any  state  court  located in Cleveland  County,  State  of
Oklahoma.

     14.2.     Entire Understanding.

          (a)  This Agreement continues, amends and restates in
its   entirety   the   Existing  Loan  Agreement.   Except   as
specifically  amended herein or in any Loan  Document  executed
simultaneously herewith, all Original Agreements shall continue
in  full  and  effect in accordance with their original  stated
terms  for  the benefit of Lender and are hereby  ratified  and
confirmed.

          (b)   This  Agreement and the Loan Documents  contain
the  entire  understanding  between  Borrower  and  Lender  and
supersede that certain letter of agreement between Borrower and
Lender   dated  September  24,  1996,  and  all   other   prior
negotiations  and  understandings,  if  any,  relating  to  the
subject   matter   hereof.   Any   promises,   representations,
warranties  or guarantees not herein contained and  hereinafter
made  shall have no force and effect unless in writing,  signed
by  Borrower's and Lender's respective officers.  Neither  this
Agreement nor any portion or provisions hereof may be  changed,
modified,  amended, waived, supplemented, discharged,  canceled
or  terminated orally or by any course of dealing,  or  in  any
manner  other  than by an agreement in writing, signed  by  the
party  to  be charged.  Borrower acknowledges that it has  been
advised  by  counsel in connection with the execution  of  this
Agreement  and  Loan  Documents and is not  relying  upon  oral
representations or statements inconsistent with the  terms  and
provisions of this Agreement.

          (c)    Lender  and  Borrower  may,  subject  to   the
provisions  of this Section 14.2 (b), from time to  time  enter
into  written supplemental agreements to this Agreement or  any
of  the  Loan Documents to which Borrower is a party,  for  the
purpose  of  adding  or  deleting any provisions  or  otherwise
changing, varying or waiving in any manner the rights of Lender
or  Borrower thereunder or the conditions, provisions or  terms
thereof,  or waiving any Event of Default thereunder, but  only
to  the  extent specified in such written agreements. Any  such
supplemental  agreement  shall be  binding  upon  Borrower  and
Lender  and all future holders of the Obligations. In the  case
of  any waiver, Borrower and Lender shall be restored to  their
former  positions and rights, and any Event of  Default  waived
shall  be deemed to be cured and not continuing, but no  waiver
of  a  specific Event of Default shall extend to any subsequent
Event  of  Default  (whether or not  the  subsequent  Event  of
Default  is the same as the Event of Default which was waived),
or impair any right consequent thereon.

     14.3.     Successors and Assigns.

          (a)   This Agreement shall be binding upon and  inure
to  the  benefit  of  Borrower, Lender,  and  their  respective
successors and assigns, except that Borrower may not assign  or
transfer  any of its rights or obligations under this Agreement
without the prior written consent of Lender.

          (b)   Lender  may at any time and from time  to  time
sell  participating interests in the Term Loan or sell the Term
Note  (each  such  transferee or purchaser of  a  participating
interest, a "Transferee").  Lender shall notify Borrower of the
existence of a Transferee upon the making of any such transfer.

          (c)   Borrower authorizes Lender to disclose  to  any
Transferee and any prospective Transferee any and all financial
information  in  Lender's possession concerning Borrower  which
has  been  delivered  to  Lender by or on  behalf  of  Borrower
pursuant  to  this  Agreement or in  connection  with  Lender's
credit  evaluation of Borrower.  Lender shall provide  Borrower
with  notice  of  its disclosure of any such information  to  a
Transferee  or  prospective Transferee  upon  release  of  such
information by Lender.

     14.4.     Application of Payments.  Lender shall have  the
continuing and exclusive right to apply or reverse and re-apply
any  payment  and  any and all proceeds of  Collateral  to  any
portion of the Obligations.  To the extent that Borrower  makes
a  payment  or Lender receives any payment or proceeds  of  the
Collateral  for  Borrower's  benefit,  which  are  subsequently
invalidated,  declared to be fraudulent  or  preferential,  set
aside  or  required  to  be  repaid to  a  trustee,  debtor  in
possession,  receiver, custodian or any other party  under  any
bankruptcy  law, common law or equitable cause, then,  to  such
extent,  the  Obligations  or  part  thereof  intended  to   be
satisfied  shall be revived and continue as if such payment  or
proceeds had not been received by Lender.

     14.5.     Indemnity.  Borrower shall indemnify Lender from
and  against  any  and  all liabilities,  obligations,  losses,
damages,  penalties, actions, judgments, suits, costs, expenses
and  disbursements of any kind or nature whatsoever (including,
without  limitation,  reasonable  fees  and  disbursements   of
counsel)  which  may be imposed on, incurred  by,  or  asserted
against  Lender in any litigation, proceeding or  investigation
instituted   or  conducted  by  any  governmental   agency   or
instrumentality or any other Person with respect to any  aspect
of,  or any transaction contemplated by, or referred to in,  or
any matter related to, this Agreement, whether or not Lender is
a party thereto, except to the extent that any of the foregoing
arises  out  of  the  willful misconduct  of  the  party  being
indemnified.

     14.6.     Notice.  Any notice or request hereunder may  be
given to Borrower or to Lender at its respective addresses  set
forth  below  or  at  such other address as  may  hereafter  be
specified  in  a  notice designated as a notice  of  change  of
address  under  this Section.  Any notice or request  hereunder
shall be given by (a) hand delivery, (b) overnight courier, (c)
certified  mail, return receipt requested, or (d)  telecopy  to
the number set out below (or such other number as may hereafter
be  specified in a notice designated as a notice of  change  of
address)  with  telephone communication to  a  duly  authorized
officer of the recipient confirming its receipt as subsequently
confirmed  by certified mail. Any notice or other communication
required  or  permitted  pursuant to this  Agreement  shall  be
deemed  given (a) when personally delivered to any  officer  of
the party to whom it is addressed, (b) on the earlier of actual
receipt thereof or three (3) days following posting thereof  by
certified  mail,  postage prepaid, or (c) upon  actual  receipt
thereof when sent by a recognized overnight delivery service or
(d)  upon actual receipt thereof when sent by telecopier to the
number  set forth below with telephone communication confirming
receipt  and  subsequently confirmed by certified or  overnight
mail to the address set forth below, in each case addressed  to
each  party  at  its address set forth below or at  such  other
address  as  has been furnished in writing by a  party  to  the
other by like notice:

     (A)  If to Lender, at:   Harold's Stores, Inc.
                         765 Asp
                         Norman, Oklahoma 73069
                         Attention: H. Rainey Powell
                         Telephone: (405) 329-4045
                         Telecopier: (405) 366-2588

          with  a  copy  to:      Crowe  &  Dunlevy,  Luttrell,
Pendarvis
                             & Rawlinson
                         104 East Eufaula Street
                         Norman, Oklahoma 73069-6017
                         Attention: Gary Rawlinson
                         Telephone: (405) 321-7317
                         Telecopier: (405) 360-4002

     (B)  If to Borrower, at:      CMT Enterprises Inc.
                         1430 Broadway, 6th Floor
                         New York, New York
                         Attention: Franklin Bober
                         Telephone: (212) 719-9140
                         Telecopier: (212) 997-2347

          with a copy to:     Marilyn Simon & Associates
                         200 Park Avenue South
                         Room 1700
                         New York, New York 10003
                         Attention: Marilyn Simon, Esq.
                         Telephone: (212) 529-4400
                         Telecopier: (212) 529-4823

     14.7.     Severability.  If any part of this Agreement  is
contrary  to, prohibited by, or deemed invalid under applicable
laws  or regulations, such provision shall be inapplicable  and
deemed  omitted  to  the  extent  so  contrary,  prohibited  or
invalid,  but  the  remainder hereof shall not  be  invalidated
thereby and shall be given effect so far as possible.

     14.8.     Injunctive Relief.  Borrower recognizes that, in
the  event Borrower fails to perform, observe or discharge  any
of  its  obligations or liabilities under this  Agreement,  any
remedy  at  law  may prove to be inadequate relief  to  Lender;
therefore, Lender, if Lender so requests, shall be entitled  to
temporary  and  permanent injunctive relief in  any  such  case
without the necessity of proving actual damages.

     14.9.      Consequential  Damages.  Lender  shall  not  be
liable  under  any  circumstance to Borrower for  consequential
damages  arising  from any breach of contract,  tort  or  other
wrong   relating   to  the  establishment,  administration   or
collection of the Obligations.

     14.10.     Captions.   The captions at various  places  in
this  Agreement are intended for convenience only  and  do  not
constitute  and  shall  not  be interpreted  as  part  of  this
Agreement.

     14.11.    Counterparts.  This Agreement may be executed in
one  or  more counterparts, each of which taken together  shall
constitute one and the same instrument.

     14.12.    Construction.  The parties acknowledge that each
party and its counsel have reviewed this Agreement and that the
normal  rule of construction to the effect that any ambiguities
are  to  be  resolved against the drafting party shall  not  be
employed  in  the  interpretation  of  this  Agreement  or  any
amendments, schedules or exhibits thereto.

XV.  WARRANT EXERCISE PRICE.

     15.1.      Warrant Exercise Price. The parties agree  that
the aggregate purchase price to be paid by Lender upon exercise
of  the  Warrant shall be determined subsequent to Closing  and
shall  be  an amount equal to twenty percent (20%) of the  fair
market  value  of Borrower as of the day immediately  preceding
the Closing Date.

     15.2.      Valuation Procedure. Immediately following  the
Closing,  the parties shall endeavor in good faith to determine
a  mutually  acceptable valuation of the fair market  value  of
Borrower.  The  valuation  of  Borrower  shall  not  take  into
consideration  any increase in the value of Borrower  resulting
from the extension of the Term Loan or the consummation of  the
transactions contemplated hereby. If the parties are unable  to
agree  on  the  value  of  Borrower  within  ninety  (90)  days
following  the Closing, each party shall appoint an  appraiser,
and the two appraisers so appointed shall jointly determine the
fair market value of Borrower within thirty (30) days following
their  appointment. The determination of the two appraisers  so
appointed shall be conclusive and binding upon the parties.

     15.3   Power  of  Attorney.  Upon  determination  of   the
aggregate  purchase  price  to be paid  upon  exercise  of  the
Warrant  in accordance with the procedures set forth in Section
15.2,  Lender  shall  be authorized to complete,  and  Borrower
hereby  irrevocably constitutes Lender or Lender's designee  as
Borrower's  attorney  with  power to  complete,  the  "Purchase
Price"  per  share  stated in the Warrant (such  amount  to  be
determined  by  dividing  the number of  shares  issuable  upon
exercise  of  the  Warrant in full into the aggregate  purchase
price payable by Lender).

           IN WITNESS WHEREOF, this Agreement has been executed
by  the  parties  and delivered to Lender at Norman,  Oklahoma,
effective as of the date and year first above written.

                              CMT ENTERPRISES INC.


                              By:/s/Franklin I. Bober

                              Name:/s/Franklin I. Bober

                              Title:/s/Guarantor



                               /s/Franklin I. Bober
          
                              HAROLD'S STORES, INC.


                              By:/s/H. Rainey Powell

                              Name:/s/H. Rainey Powell

                              Title:President



          [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
                        
                      CLOSING CERTIFICATE
The  undersigned, being the duly authorized and  appointed
Chairman  and  Chief  Financial  Officer  of  Borrower,  hereby
certifies that, to the best knowledge of the undersigned, after
diligent  inquiry: (i) all representations and  warranties  set
forth  in this Agreement and the other Loan Documents to  which
Borrower is a party are true and correct on and as of the  date
hereof, (ii) on the date hereof, Borrower is in compliance with
all  the  terms and provisions set forth in this Agreement  and
all  Loan  Documents to which it is a party, and (iii)  on  the
date hereof, no Default or Event of Default has occurred or  is
continuing under the Loan Agreement.

DATE:_____________
                         /s/Franklin I. Bober
                         Franklin I. Bober

                    EXHIBITS AND SCHEDULES


Schedule 1.2(a)          -    Description of Bober Farm
Schedule 1.2(b)          -    Permitted Encumbrances
Schedule   1.2(c)        -     Outstanding  Stock   of   CMT
Enterprises Inc.
Schedule 4.5             -    Locations of Equipment
Schedule 4.19            -    Financing Statements to be Terminated
Schedule  5.2(a)         -    States in Which  Borrower  Does
Business
Schedule 5.4(c)          -    Projections Delivered at Closing
Schedule 5.7(a)          -    Pending Litigation
Schedule 5.7(b)          -    Unsatisfied Judgments
Schedule 5.8             -    ERISA Plans
Schedule  5.9            -     Copyrights,  Trademarks  and  other
Intellectual Property
Schedule 5.10            -    Licenses and Permits
Schedule 5.13            -    Burdensome Contracts
Schedule 7.11            -    Existing Leases

Exhibit A           -    Form of Term Note
Exhibit B           -    Form of Guaranty
Exhibit C           -    Form of Assignment of Insurance
Exhibit D           -    Form of Assignment of Lease
Exhibit E           -    Form of Stock Pledge Agreement
Exhibit F           -    Form of Mortgage
Exhibit G           -    Form of Warrant
Exhibit H           -    Form of First Amendment
                         to Trademark Security Agreement