CREDIT AGREEMENT


     This CREDIT AGREEMENT is entered into as of May 22, 1996
among Matlack DE, Inc. (the "Company"), Matlack, Inc. ("MI"),
Safeway Chemical Transportation, Inc. (SCT"), Brite-Sol Services,
Inc. ("BSS") (the Company, MI, SCT and BSS are individually and
collectively referred to as "the Borrower") and First Union
National Bank (the "Bank").

     WHEREAS, the Bank has agreed to make available to the
Borrower a credit facility upon the terms and conditions set
forth in this Agreement and the Master Credit Agreement;

     NOW, THEREFORE, in consideration of the mutual agreements,
provisions and covenants contained herein, the parties agree as
follows:


                            ARTICLE I

                           DEFINITIONS

     1.01  Certain Defined Terms.  Terms not otherwise defined
herein shall have the same meaning as in the Master Credit
Agreement.  The following terms have the following meanings:

          "Agreement" means this Credit Agreement. 

          "Applicable Margin" means 

               (i)  with respect to Prime Rate Loans, 0%;

               (ii) with respect to Swing Loans, 0%;

               (iii)     with respect to LIBOR Loans and Letter
          of Credit Fees, (A) 2% if Level I Status exists,  (B)
          1.5% if Level II Status exists, (C) 1.125% if Level III
          Status exists, (D) .875% if Level IV Status exists and
          (E) .625% if Level V Status exists; and

               (iv) with respect to the Non-Use Fee, (A) .500% if
          Level I Status exists, (B) .500% if Level II Status
          exists, (C) .375% if Level III Status exists, (D) .250%
          if Level IV Status exists and (E) .250% if Level V
          Status exists.

          As of the Effective Date, Level III Status shall exist.

          "Attorney Costs" means and includes all fees and
     disbursements of any law firm or other external counsel, the
     allocated cost of internal legal services and all
     disbursements of internal counsel.

          "Bank" means First Union National Bank.  Unless the
     context otherwise clearly requires, references to such
     institution as a "Bank" shall also include any of such
     institution's affiliates. 

          "Borrowing" means a borrowing hereunder consisting of
     Revolving Loans or Term Loans of the same Type made to the
     Borrower on the same day by the Bank under Article II, and,
     other than in the case of Prime Rate Loans, having the same
     Interest Period.

          "Borrowing Base" means, as of any date of determination
     thereof, an amount equal to the sum of (x) 90% of the net
     book value of Equipment plus a 75% reserve for replacement
     tires plus (y) 85% of all Eligible Accounts outstanding at
     such date.

          "Borrowing Base Certificate" means a certificate duly
     executed by a Responsible Officer of the Company,
     substantially in the form of Exhibit A.
          "Borrowing Date" means any date on which a Loan is
disbursed.

          "Business Day" means any day other than a Saturday,
     Sunday or other day on which commercial banks in New York
     City or Philadelphia, Pennsylvania are authorized or
     required by law to close and, if the applicable Business Day
     relates to any LIBOR Loan, means any day on which dealings
     in foreign currencies and exchanges between banks may be
     carried on in New York City, New York.

          "Capital Adequacy Regulation" means any guideline,
     request or directive of any central bank or other Governmen-
     tal Authority, or any other law, rule or regulation, whether
     or not having the force of law, in each case, regarding
     capital adequacy of any bank or of any corporation control-
     ling a bank.

          "Cash Collateralize" means to pledge and deposit with
     or deliver to the Bank, as collateral for the L/C
     Obligations, cash or deposit account balances pursuant to
     documentation in form and substance satisfactory to the
     Bank.  The Borrower hereby grants the Bank, a security
     interest in all such cash and deposit account balances. 
     Cash collateral shall be maintained in blocked, non-interest
     bearing deposit accounts at Bank.

          "Closing Date" means the date on which all conditions
     precedent set forth in Section 5.01 are satisfied or waived
     by the Bank.

          "Code" means the Internal Revenue Code of 1986, and
     regulations promulgated thereunder.

          "Collateral Agent" means Bank of America Illinois in
     its capacity as collateral agent under the Master Credit
     Agreement.

          "Collateral Documents" means, collectively, (i) the
     Master Credit Agreement,  the Security Agreement, and all
     other security agreements, mortgages, deeds of trust, patent
     and trademark assignments, lease assignments, guarantees and
     other similar agreements between the Borrower or any
     Subsidiary or any Guarantor and the Collateral Agent now or
     hereafter delivered to the Bank pursuant to or in connection
     with the transactions contemplated hereby, and all financing
     statements (or comparable documents now or hereafter filed
     in accordance with the Uniform Commercial Code or comparable
     law) against the Borrower or any Subsidiary or any Guarantor
     as debtor in favor of the Bank as secured party, and
     (ii) any amendments, supplements, modifications, renewals,
     replacements, consolidations, substitutions and extensions
     of any of the foregoing.

          "Commitment" means, at any time and as the context may
     require, either the Revolving Commitment, the L/C Commitment
     or the Term Commitment (collectively the aggregate of the
     then Revolving Commitment, the L/C Commitment and the then
     Term Commitment).

          "Compliance Certificate" means a certificate
     substantially in the form of Exhibit B. 

          "Consolidated Net Worth" means, at any time, the total
     of shareholders' equity (including capital stock, additional
     paid-in capital and retained earnings after deducting
     treasury stock) of the Company and its consolidated
     Subsidiaries prepared in accordance with GAAP.

          "Contingent Obligation" means, as to any Person, any
     direct or indirect liability of that Person, whether or not
     contingent, with or without recourse, (a) with respect to
     any Indebtedness, lease, dividend, letter of credit or other
     obligation (the "primary obligations") of another Person
     (the "primary obligor"), including any obligation of that
     Person (i) to purchase, repurchase or otherwise acquire such
     primary obligations or any security therefor, (ii) to
      advance or provide funds for the payment or discharge of
     any such primary obligation, or to maintain working capital
     or equity capital of the primary obligor or otherwise to
     maintain the net worth or solvency or any balance sheet
     item, level of income or financial condition of the primary
     obligor, (iii) to purchase property, securities or services
     primarily for the purpose of assuring the owner of any such
     primary obligation of the ability of the primary obligor to
     make payment of such primary obligation, or (iv) otherwise
     to assure or hold harmless the holder of any such primary
     obligation against loss in respect thereof (each, a "Guaran-
     ty Obligation"); (b) with respect to any Surety Instrument
     issued for the account of that Person or as to which that
     Person is otherwise liable for reimbursement of drawings or
     payments; (c) to purchase any materials, supplies or other
     property from, or to obtain the services of, another Person
     if the relevant contract or other related document or obli-
     gation requires that payment for such materials, supplies or
     other property, or for such services, shall be made regard-
     less of whether delivery of such materials, supplies or
     other property is ever made or tendered, or such services
     are ever performed or tendered.

          "Contractual Obligation" means, as to any Person, any
     provision of any security issued by such Person or of any
     agreement, undertaking, contract, indenture, mortgage, deed
     of trust or other instrument, document or agreement to which
     such Person is a party or by which it or any of its property
     is bound.

          "Conversion/Continuation Date" means any date on which,
     under Section 2.04, the Borrower (a) converts Loans of one
     Type to another Type, or (b) continues as Loans of the same
     Type, but with a new Interest Period, Loans having Interest
     Periods expiring on such date.

          "Current Maturities" means Indebtedness due within one
     year.

          "Default" means any event or circumstance which, with
     the giving of notice, the lapse of time, or both, would (if
     not cured or otherwise remedied during such time) constitute
     an Event of Default.

          "Dollars", "dollars" and "$" each mean lawful money of
     the United States.

          "EBITDA" means with respect to the Company and its
     Subsidiaries for any fiscal period, an amount equal to
     Consolidated Net Income for such period, plus to the extent
     deducted in the calculation of Consolidated Net Income and
     without duplication, (a) depreciation and amortization for
     such period, (b) other noncash charges for such period, (c)
     income tax expense for such period and (d) Consolidated
     Total Interest Expense (including, without limitation, fees,
     commissions and other charges associated with standby
     letters of credit and other financing charges) paid or
     accrued during such period.

          "Event of Default" means any of the events or
     circumstances specified in Section 9.01.

          "FDIC" means the Federal Deposit Insurance Corporation,
     and any Governmental Authority succeeding to any of its
     principal functions.

          "Fixed Charge Ratio Coverage" means the ratio of EBITDA
     plus Rental and Lease Expense to the sum of Interest
     Expense, Rental and Lease Expense, Current Maturities and
     20% of Obligations (as defined in the Master Credit Agree-
     ment), determined on a rolling four quarter basis.

          "FRB" means the Board of Governors of the Federal
     Reserve System, and any Governmental Authority succeeding to
     any of its principal functions.
     
          "Future Lease Obligations" means the aggregate minimum
     payments required under all operating leases.

          "GAAP" means generally accepted accounting principles
     set forth from time to time in the opinions and pro-
     nouncements of the Accounting Principles Board and the
     American Institute of Certified Public Accountants and
     statements and pronouncements of the Financial Accounting
     Standards Board (or agencies with similar functions of
     comparable stature and authority within the U.S. accounting
     profession), which are applicable to the circumstances as of
     the date of determination.

          "Governmental Authority" means any nation or
     government, any state or other political subdivision there-
     of, any central bank (or similar monetary or regulatory
     authority) thereof, any entity exercising executive,
     legislative, judicial, regulatory or administrative
     functions of or pertaining to government, and any
     corporation or other entity owned or controlled, through
     stock or capital ownership or otherwise, by any of the
     foregoing.

          "Guaranty Obligation" has the meaning specified in the
     definition of "Contingent Obligation."

          "Indebtedness" of any Person means, without dupli-
     cation, (a) all indebtedness for borrowed money; (b) all
     obligations issued, undertaken or assumed as the  deferred
     purchase price of property or services (other than trade
     payables entered into in the ordinary course of business on
     ordinary terms); (c) all non-contingent reimbursement or
     payment obligations with respect to Surety Instruments; (d)
     all obligations evidenced by notes, bonds, debentures or
     similar instruments, including obligations so evidenced
     incurred in connection with the acquisition of property,
     assets or businesses; (e) all indebtedness created or
     arising under any conditional sale or other title retention
     agreement, or incurred as financing, in either case with
     respect to property acquired by the Person (even though the
     rights and remedies of the seller or bank under such
     agreement in the event of default are limited to
     repossession or sale of such property); (f) all obligations
     with respect to capital leases; (g) all indebtedness
     referred to in clauses (a) through (f) above secured by (or
     for which the holder of such Indebtedness has an existing
     right, contingent or otherwise, to be secured by) any Lien
     upon or in property (including accounts and contracts
     rights) owned by such Person, even though such Person has
     not assumed or become liable for the payment of such
     Indebtedness; and (h) all Guaranty Obligations in respect of
     indebtedness or obligations of others of the kinds referred
     to in clauses (a) through (g) above.

          "Interest Expense" means for any period the amount
     which, in conformity with GAAP would be set forth opposite
     the caption "interest expense" on a consolidated income
     statement of the Borrower and its Subsidiaries for such
     period.

          "Interest Payment Date" means, as to a LIBOR Loan, the
     last day of each Interest Period applicable to such Loan,
     and as to any Prime Rate Loan or Swing Loan, the earlier of
     (i) the maturity date for such Loan and (ii) the last
     Business Day of each calendar quarter, and each date such
     Loan is converted into another Type of Loan, provided,
     however, that if any Interest Period for a LIBOR Loan ex-
     ceeds 90 days or three months, respectively, the date that
     falls 90 days or three months (as the case may be) after the
     beginning of such Interest Period and after each Interest
     Payment Date thereafter is also an Interest Payment Date.

          "Interest Period" means, as to any LIBOR Loan, the
     period commencing on the Borrowing Date of such Loan or on
     the Conversion/Continuation Date on which the Loan is
     converted into or continued as a LIBOR Loan, and ending on
     the date one through thirty days, or one, two, three or six
     months thereafter; 

     provided that:

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

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

               (iii)  no Interest Period for the Term Loan or any
          portion thereof shall extend beyond the Termination
          Date and no Interest Period for any Revolving Loan
          shall extend beyond the Revolving Termination Date; and

               (iv)  no Interest Period applicable to the Term
          Loan or portion thereof shall extend beyond any date
          upon which is due any scheduled principal payment in
          respect of the Term Loans unless the aggregate
          principal amount of Term Loans represented by Prime
          Rate Loans, or by LIBOR Loans having Interest Periods
          that will expire on or before such date, equals or
          exceeds the amount of such principal payment.

          "IRS" means the Internal Revenue Service, and any
     Governmental Authority succeeding to any of its principal
     functions under the Code.

          "Issue" means with respect to any Letter of Credit to
     issue or to extend the expiry of, or to renew or increase
     the amount of, such Letter of Credit; and the terms "Issued"
     "Issuing" and "Issuance" have corresponding meaning.

          "LIBOR Rate" means, means, with respect to each day
     during each Interest Period, the rate (rounded to the
     nearest five decimal places in accordance with the 1991 ISDA
     Definitions published by the International Swaps and Deriva-
     tives Association, Inc.) for U.S. dollar deposits of a
     maturity equal to the applicable Interest Period, as
     reported on Telerate page 3750 as of 11:00 a.m., London
     time, on the second London business day before the relevant
     Interest Period begins (or if not so reported, then as
     determined by the Bank from another recognized source or
     interbank quotation), adjusted for reserves by dividing that
     rate by 1.00 minus the LIBOR Reserve for any Interest
     Period.

          "LIBOR Loan" means a Loan that bears interest based on
     the LIBOR Rate.

          "LIBOR Reserve" means the maximum percentage reserve
     requirement (rounded to the next higher 1/100 of 1% and
     expressed as a decimal) in effect for any day during the
     Interest Period under the Federal Reserve Board's Regulation
     D for Eurocurrency liabilities as defined therein.

          "L/C Amendment Application" means an application form
     for amendment of outstanding standby letters of credit as
     shall at any time be in use as Bank shall request.

          "L/C Application" means an application form for
     issuances of standby or commercial documentary letters of
     credit as shall at any time be in use at the Issuing Bank,
     as the Issuing Bank shall request.

          "L/C Borrowing" means an extension of credit resulting
     from a drawing under any Letter of Credit which shall not
     have been reimbursed on the date when made nor converted
     into a Borrowing of Revolving Loans under Section 3.03.

          "L/C Commitment" means the commitment of Bank to Issue
     Letters of Credit from time to time Issued or outstanding
     under Article III, in an aggregate amount not to exceed on
     any date the lesser of (i) $4,000,000.00 and (ii) the
     Revolving Commitment minus outstanding Revolving Loans, as
     such commitment shall be reduced as a result of a reduction
     in the L/C Commitment pursuant to Section 2.05; provided
     that the L/C Commitment is a part of the combined Commit-
     ments, rather than a separate, independent commitment.

          "L/C Obligations" means at any time the sum of (a) the
     aggregate undrawn amount of all Letters of Credit then
     outstanding, plus (b) the amount of all unreimbursed draw-
     ings under all Letters of Credit, including all outstanding
     L/C Borrowings.

          "L/C-Related Documents" means the Letters of Credit,
     the L/C Applications, the L/C Amendment Applications and any
     other document relating to any Letter of Credit, including
     any of Bank's standard form documents for letter of credit
     issuances.

          "Letters of Credit" means any standby letters of credit
     issued by Bank pursuant to Article III.

          "Level I Status" shall exist at any date if, at such
     date of calculation, the Borrower's Fixed Charge 
Coverage Ratio as reported pursuant to Section 4.02 of the Master
Credit Agreement is less than 1.25.

          "Level II Status" shall exist at any date if, at such
     date of calculation, the Borrower's Fixed Charge Coverage
     Ratio as reported pursuant to Section 4.02 of the Master
     Credit Agreement is greater than or equal to 1.25.

          "Level III Status" shall exist at any date if, at such
     date of calculation, the Borrower's Fixed Charge Coverage
     Ratio as reported pursuant to Section 4.02 of the Master
     Credit Agreement is greater than or equal to 1.50.

          "Level IV Status" shall exist at any date if, at such
     date of calculation, the Borrower's Fixed Charge Coverage
     Ratio as reported pursuant to Section 4.02 of the Master
     Credit Agreement is greater than or equal to 1.75.

          "Level V Status" shall exist at any date if, at such
     date of calculation, the Borrower's Fixed Charge Coverage
     Ratio as reported pursuant to Section 4.02 of the Master
     Credit Agreement is greater than or equal to 2.0.

          "Leverage Ratio" means the ratio of Senior Indebtedness
     plus the net present value (in calculating the net present
     value the discount rate shall be 10%) of Future Lease
     Obligations plus L/C Obligations to Consolidated Adjusted
     Net Worth.

          "Loan" means an extension of credit by the Bank to the
     Borrower under Article II or Article III in the form of a
     Revolving Loan, Term Loan or L/C Advance.

          "Loan Documents" means this Agreement, any Notes, the
     Collateral Documents, the L/C-Related Documents and all
     other documents delivered to the Bank in connection with the
     transactions contemplated by this Agreement and the Master
     Credit Agreement.

          "Master Credit Agreement" means the master credit
     agreement among the Borrower, the Bank and Bank of America
     Illinois, dated as of the same date hereof.

          "Non-Use Fee" means the percentage per annum of the
     unused commitment.

          "Notes" means the Revolving Credit Note and the Term
     Note.

          "Notice of Borrowing" means a notice in substantially
     the form of Exhibit C.

          "Notice of Conversion/Continuation" means a notice in
     substantially the form of Exhibit D.

          "Organization Documents" means, for any corporation,
     the certificate or articles of incorporation, the bylaws,
     any certificate of determination or instrument relating to
     the rights of preferred shareholders of such corporation,
     any shareholder rights agreement, and all applicable
     resolutions of the board of directors (or any committee
     thereof) of such corporation.

          "Person" means an individual, partnership, corporation,
     limited liability company, business trust, joint stock
     company, trust, unincorporated association, joint venture or
     Governmental Authority.

          "Prime Rate" means the rate of interest established by
     the Bank as its reference rate in making loans, and is not
     tied to any external rate of interest or index.  The rate of
     interest charged hereunder shall change automatically and
     immediately as of the date of any change in the Prime Rate,
     without notice to the Borrower.

          "Prime Rate Loan" means a Loan that bears interest
     based on the Prime Rate.

          "Rental and Lease Expense" means principal and interest
     payments paid under operating leases.

          "Requirement of Law" means, as to any Person, any law
     (statutory or common), treaty, rule or regulation or
     determination of an arbitrator or of a Governmental
     Authority, in each case applicable to or binding upon the
     Person or any of its property or to which the Person or any
     of its property is subject.

          "Responsible Officer" means the chief executive officer
     or the president of the Company, or any other officer having
     substantially the same authority and responsibility; or,
     with respect to compliance with financial covenants, the
     chief financial officer or the treasurer of the Borrower, or
     any other officer having substantially the same authority
     and responsibility.

          "Revolving Commitment" means $12,000,000 provided,
     however, that the aggregate outstandings to both Banks under
     the Master Credit Agreement shall not exceed the Borrowing
     Base.

          "Revolving Credit Note" has the meaning specified in
     Section 2.01(a).

          "Revolving Loan" has the meaning specified in
     Section 2.01.


          "Revolving Termination Date" means the earlier to occur
     of:
               (a)  March 31, 1997 provided, however, that such
          day may be extended an additional year if the Borrower
          and Bank agree to such extension; and 

               (b)  the date on which the Revolving Commitment
          terminates in accordance with the provisions of this
          Agreement.

          "Security Agreement" means the Security Agreement
     executed and delivered by the Borrower pursuant to the
     Master Credit Agreement, as applicable, as amended,
     supplemented, or restated from time to time.

          "Subsidiary" of a Person means any corporation,
     association, partnership, limited liability company, joint
     venture or other business entity of which more than 50% of
     the voting stock, membership interests or other equity
     interests (in the case of Persons other than corporations),
     is owned or controlled directly or indirectly by the Person,
     or one or more of the Subsidiaries of the Person, or a
     combination thereof.  Unless the context otherwise clearly
     requires, references herein to a "Subsidiary" refer to a
     Subsidiary of the Borrower.

          "Surety Instruments" means all letters of credit
     (including standby and commercial), banker's acceptances,
     bank guaranties, shipside bonds, surety bonds and similar
     instruments.

          "Swing Loan" means a Loan of a maturity less than
     thirty (30) days that bears interest based on the Swing Loan
     Rate.

          "Swing Loan Rate" means a rate of interest quoted by
     the Bank at the request of the Borrower, for a Loan of a
     maturity of less than thirty days (as indicated by the
     Borrower), and accepted by the Borrower within one hour of
     the Banks quotation of the interest rate.

          "Taxes" means any and all present or future taxes,
     levies, assessments, imposts, duties, deductions, fees,
     withholdings or similar charges, and all liabilities with
     respect thereto, excluding, in the case of the Bank, taxes
     imposed on or measured by the Bank's net income by the
     jurisdiction (or any political subdivision thereof) under
     the laws of which the Bank is organized or maintains a
     lending office.

          "Termination Date" means the earlier of (a) five years
     from the Revolving Termination Date and (b) the date 
on which the Commitment terminates in accordance with the provi-
sions of this Agreement.

          "Term Commitment" has the meaning specified in Section
     2.01(b).

          "Term Loan" has the meaning specified in Section 2.01.

          "Term Note" has the meaning specified in Section 2.01
     (b).

          "Type" has the meaning specified in the definition of
     "Loan."

          "UCC" means the Uniform Commercial Code as in effect in
     the State of Illinois.

          "United States" and "U.S." each means the United States
     of America.

          "Wholly-Owned Subsidiary" means any corporation in
     which (other than directors' qualifying shares required by
     law) 100% of the capital stock of each class having ordinary
     voting power, and 100% of the capital stock of every other
     class, in each case, at the time as of which any determina-
     tion is being made, is owned, beneficially and of record, by
     the Borrower, or by one or more of the other Wholly-Owned
     Subsidiaries, or both.

     1.02  Other Interpretive Provisions.

          (a)  The meanings of defined terms are equally applica-
ble to the singular and plural forms of the defined terms.

          (b)  The words "hereof", "herein", "hereunder" and
similar words refer to this Agreement as a whole and not to any
particular provision of this Agreement; and subsection, Section,
Schedule and Exhibit references are to this Agreement unless
otherwise specified.

          (c)  (1)  The term "documents" includes any and all
     instruments, documents, agreements, certificates, inden-
     tures, notices and other writings, however evidenced.

               (2)  The term "including" is not limiting and
     means "including without limitation."

               (3)  In the computation of periods of time from a
     specified date to a later specified date, the word "from"
     means "from and including"; the words "to" and "until" each
     mean "to but excluding", and the word "through" means "to
     and including."


               (4)  The term "property" includes any kind of
     property or asset, real, personal or mixed, tangible or
     intangible.

          (d)  Unless otherwise expressly provided herein,
(i) references to agreements (including this Agreement) and other
contractual instruments shall be deemed to include all subsequent
amendments and other modifications thereto, but only to the
extent such amendments and other modifications are not prohibited
by the terms of any Loan Document, and (ii) references to any
statute or regulation are to be construed as including all
statutory and regulatory provisions consolidating, amending,
replacing, supplementing or interpreting the statute or regula-
tion.

          (e)  The captions and headings of this Agreement are
for convenience of reference only and shall not affect the
interpretation of this Agreement.

          (f)  This Agreement and other Loan Documents may use
several different limitations, tests or measurements to regulate
the same or similar matters.  All such limitations, tests and
measurements are cumulative and shall each be performed in
accordance with their terms.  Unless otherwise expressly
provided, any reference to any action of the Bank by way of
consent, approval or waiver shall be deemed modified by the
phrase "in its sole discretion."

          (g)  This Agreement and the other Loan Documents are
the result of negotiations among and have been reviewed by
counsel to the Bank, the Borrower and the other parties, and are
the products of all parties.  Accordingly, they shall not be
construed against the Bank merely because of the Bank's involve-
ment in their preparation.

     1.03 Accounting Principles.

          (a)  Unless the context otherwise clearly requires, all
accounting terms not expressly defined herein shall be construed,
and all financial computations required under this Agreement
shall be made, in accordance with GAAP, consistently applied.

          (b)  References herein to "fiscal year" and "fiscal
quarter" refer to such fiscal periods of the Borrower.







                           ARTICLE II

                           THE CREDITS

     2.01 Amounts and Terms of Commitment.

          (a)  The Revolving Credit.  The Bank agrees, on the
terms and conditions set forth herein and in the Master Credit
Agreement, to make loans to the Borrower (each such loan, a
"Revolving Loan") from time to time on any Business Day during
the period from the Closing Date to the Revolving Termination
Date, in an aggregate amount not to exceed at any time outstand-
ing the lesser of: (i) Revolving Commitment less L/C Obligations;
and (ii) the Borrowing Base at such time.  Within the limits of
the Revolving Commitment, and subject to the other terms and
conditions hereof, the Borrower may borrow under this subsection
prepay under Section 2.06 and reborrow under this subsection. 
The obligations of the Borrower to repay the Revolving Loans and
to pay accrued interest thereon shall be evidenced by a
promissory note, to be executed and delivered to the Bank
concurrently with the execution and delivery of this Agreement
(the "Revolving Credit Note").  Revolving Loans may be
outstanding as Prime Rate Loans, LIBOR Loans, or Swing Loans.

          (b)  The Term Credit.  On the Revolving Termination
Date, the Bank agrees, on the terms and conditions set forth
herein, to convert the amount of Revolving Loans to a Term Loan
(a "Term Loan", the "Term Commitment")) which shall then amortize
in equal monthly principal payments from the Revolving Termina-
tion Date to the Termination Date.   Amounts borrowed as Term
Loans which are repaid or prepaid by the Borrower may not be
reborrowed.  The obligations of the Borrower to repay the out-
standing principal of the Term Loan and to pay accrued interest
thereon shall be evidenced by a promissory note, to be executed
and delivered to the Bank on or before the date of conversion in
substantially the form of the Term Note attached hereto as
Exhibit E (the "Term Note").

          (c)  The L/C Commitment.  The L/C Commitment is
described in Article III.  On the Revolving Termination Date and
each anniversary thereafter through the Termination Date, the
Bank may elect on an annual basis to continue the L/C Commitment,
on the terms and conditions set forth herein, in an amount not to
exceed the Borrowing Base less the aggregate principal amount of
the Term Loan. 

          (d)  Joint and Several Liability.  The obligations of
each Borrower hereunder are joint and several.

     2.02  Loan Accounts.  The Loans made by the Bank shall be
evidenced by the Notes and by one or more loan accounts or
records maintained by the Bank in the ordinary course of
business.  The loan accounts or records maintained by the Bank
shall be conclusive (absent manifest error) evidence of the
amount of the Loans made by the Bank to the Borrower, the
interest rate applicable thereto and all payments thereon.  Any
failure so to record or any error in doing so shall not, however,
limit or otherwise affect the obligation of the Borrower
hereunder to pay any amount owing with respect to the Loans.


     2.03  Procedure for Borrowing.

          (a)  Each Loan shall be made upon the Borrower's
irrevocable written notice delivered to the Bank in the form of a
Notice of Borrowing (which notice must be received by the Bank
prior to 11:00 a.m.) (Philadelphia, Pennsylvania time) (i) two
Business Days prior to the requested Borrowing Date, in the case
of LIBOR Loans; and (ii) on the requested Borrowing Date, in the
case of Prime Rate Loans or Swing Loans, specifying:

               (1)  The amount of the Loan, which shall be in a
          minimum amount of $100,000 or any multiple of $100,000
          in excess thereof;

               (2)  The requested Borrowing Date, which shall be
          a Business Day;

               (3)  Whether the Loan is to be a LIBOR Loan, a
          Prime Rate Loan or a Swing Loan;

               (4)  In the case of a Swing Loan, the maturity
          date and Swing Loan Rate applicable thereto, or in the
          case of a LIBOR Loan, the duration of the Interest
          Period applicable to the Loan included in such notice. 
          If the Notice of Borrowing fails to specify the dura-
          tion of the Interest Period for a LIBOR Loan, such
          Interest Period shall be three months.

          (b)  The proceeds of the Loans will be made available
to the Borrower by the Bank by crediting the account of the
Borrower on the books of the Bank with such proceeds or by wire
transfer in accordance with written instructions provided to the
Bank by the Borrower.

          (c)  After disbursing any Loan, unless the Bank shall
otherwise consent, in the case of LIBOR Loans there may not be
more than three different Interest Periods in effect, and in the
case of Swing Loans there may not be more than five Swing Loans
outstanding at any time.

     2.04  Conversion and Continuation Elections.

          (a)  The Borrower may, upon irrevocable written notice
to the Bank in accordance with subsection 2.04(b):

               (1)  elect, as of any Business Day, in the case of
     Prime Rate Loans, or as of the last day of the applicable
     Interest Period, in the case of LIBOR Loans, or as of the
     maturity date applicable thereto in the case of Swing Loans,
     to convert any such Loans (or any part thereof in an amount
     not less than $100,000, or that is in an integral multiple
     of $100,000 in excess thereof) into Loans of any other Type;
     or

               (2)  elect, as of the maturity date applicable
     thereto, in the case of Swing Loans or the last day of the
     applicable Interest Period in the case of LIBOR Loans, to
     continue any Swing Loans or LIBOR Loans (or any part thereof
     in an amount not less than $100,000, or that is in an
     integral multiple of $100,000 in excess thereof);

provided, that if at any time the amount of a LIBOR Loan is
reduced, by payment, prepayment, or conversion of part thereof to
be less than $100,000, such LIBOR Loan shall automatically
convert into a Prime Rate Loan, and on and after such date the
right of the Borrower to continue such Loans as, and convert such
Loans into, LIBOR Loans, shall terminate.

          (b)  The Borrower shall deliver a Notice of Conversion/
Continuation to be received by the Bank not later than 11:00 a.m.
(Philadelphia, Pennsylvania time) at least (i) two Business Days
in advance of the Conversion/Continuation Date, if the Loans are
to be converted into or continued as LIBOR Loans; and (ii) on the
same Business Day as the Conversion/Continuation Date, if the
Loans are to be converted into Prime Rate Loans or Swing Loans,
specifying:

                    (A)  The proposed Conversion/Continuation
     Date;

                    (B)  The aggregate amount of Loans to be
          converted or continued; 

                    (C)  The Type of Loans resulting from the
          proposed conversion or continuation; and

                    (D)  The duration of the requested Interest
          Period, in the case of LIBOR Loans, or the maturity
          date, in the case of Swing Loans.

          (c)  If upon the expiration of any Interest Period
applicable to LIBOR Loans or maturity date applicable to any
Swing Loans, the Borrower has failed to select timely a new
Interest Period or maturity date to be applicable to such LIBOR
Loans or Swing Loans, as applicable, or if any Default or Event
of Default then exists, the Borrower shall be deemed to have
elected to convert such LIBOR Loans or Swing Loans into Prime
Rate Loans effective as of the applicable maturity date or
expiration date of such Interest Period.

          (d)  Unless the Bank otherwise consents, during the
existence of a Default or Event of Default, the Borrower may not
elect to have a Loan converted into or continued as a LIBOR Loan.

               (e)  After giving effect to any conversion or
continuation of Loans, unless the Bank shall otherwise consent,
there may not be more than three different Interest Periods in
effect and there may not be more than five Swing Loans outstand-
ing.

     2.05  Voluntary Termination or Reduction of Commitment.  The
Borrower may, upon not less than five Business Days' prior notice
to the Bank, terminate the Commitment, or permanently reduce the
Commitment by a minimum amount of $1,000,000 or any multiple of
$1,000,000 in excess thereof; unless, after giving effect thereto
and to any prepayments of Loans made on the effective date
thereof, the then-outstanding principal amount of the Loans would
exceed the amount of the Commitment then in effect.  Once reduced
in accordance with this Section, the Commitment may not be
increased.  All accrued commitment fees to, but not including the
effective date of any reduction or termination of the Commitment,
shall be paid on the effective date of such reduction or
termination.

     2.06  Optional Prepayments. Subject to Section 4.04, the
Borrower may, at any time or from time to time, upon not less
than two Business Days' irrevocable notice to the Bank, ratably
prepay Loans in whole or in part, in minimum amounts of $100,000
or any multiple of $100,000 in excess thereof.  Such notice of
prepayment shall specify the date and amount of such prepayment
and the Type(s) of Loans to be prepaid.  If such notice is given
by the Borrower, the Borrower shall make such prepayment and the
payment amount specified in such notice shall be due and payable
on the date specified therein, together with accrued interest to
each such date on the amount prepaid and any amounts required
pursuant to Section 4.04.  Optional prepayments of Term Loans
shall be applied to the principal installments in inverse order
of maturity.

     2.07  Mandatory Prepayments of Loans; Mandatory Commitment
Reductions.

          (a)  Borrowing Base Overage.  On each date when the
aggregate outstanding principal amount of the Loans exceeds the
lesser of the Borrowing Base or the aggregate Commitments, the
Borrower shall make a mandatory prepayment of the Loans in an
amount equal to such excess.
          (b)  General.  Any prepayments pursuant to this Section
shall be applied first to any Prime Rate Loans then outstanding,
then to Swing Loans then outstanding, and then to LIBOR Loans
with the shortest Interest Periods remaining; provided, however,
that if the amount of Prime Rate Loans then outstanding is not
sufficient to satisfy the entire prepayment requirement, the
Borrower may, at its option, place any amounts which it would
otherwise be required to use to prepay Swing Loans on a day other
than the maturity dates applicable thereto or LIBOR Loans on a
day other than the last day of the Interest Period therefor in an

interest-bearing account pledged to the Bank until such maturity
date or the end of such Interest Period at which time such
pledged amounts will be applied to prepay such Swing Loans or
LIBOR Loans.  The Borrower shall pay, together with each
prepayment under this Section, accrued interest on the amount
prepaid and any amounts required pursuant to Section 4.04.

          (c)  Reduction of Commitment.  Upon the making of any
mandatory prepayment under this Section 2.07, the Commitment of
the Bank shall automatically be reduced by an amount equal to the
aggregate amount of principal repaid, effective as of the earlier
of the date that such prepayment is made or the date by which
such prepayment is due and payable hereunder.  All accrued
commitment fees to, but not including the effective date of any
reduction or termination of the Commitment, shall be paid on the
effective date of such reduction or termination.

     2.08  Repayment.

          (a)  The Term Credit. The Borrower shall repay the Term
Loan in equal monthly installments on the last Business Day of
each month commencing on the last day of the first month
following the Revolving Termination Date and on the last day of
each month thereafter and ending on the Termination Date.

          (b)  The Revolving Credit.  The Borrower shall repay to
the Bank in full on the Revolving Termination Date the aggregate
principal amount of Revolving Loans outstanding on such date,
except as provided in Section 2.01(b).

     2.09  Interest.

          (a)  Each Revolving Loan shall bear interest on the
outstanding principal amount thereof from its Borrowing Date at a
rate per annum equal to the LIBOR Rate, the Swing Loan Rate or
the Prime Rate, as the case may be (and subject to the Borrower's
right to convert to other Types of Loans under Section 2.04),
plus the Applicable Margin.

          (b)  The Term Loan, or portions thereof, shall bear
interest on the outstanding principal amount thereof at a rate
per annum equal to the LIBOR Rate or the Prime Rate, as the case
may be (and subject to the Borrower's right to convert to other
Types of Loans under Section 2.04), plus the Applicable Margin.

          (c)  Interest on each Loan shall be paid in arrears on
each Interest Payment Date.  Interest shall also be paid on the
date of any prepayment of Loans under Section 2.06 or 2.07 for
the portion of the Loans so prepaid and upon payment (including
prepayment) in full thereof and, during the existence of any
Event of Default, interest shall be paid on demand of the Bank.

          (d)  Notwithstanding subsections (a) and (b) of this
Section, while any Event of Default exists or after acceleration,
the Borrower shall pay interest (after as well as before entry of
judgment thereon to the extent permitted by law) on the principal
amount of all outstanding Obligations, at a rate per annum which
is determined by adding 2% per annum to the Applicable Margin
then in effect for such Loans and, in the case of Obligations not
subject to an Applicable Margin, at a rate per annum equal to the
Prime Rate plus 2%; provided, however, that, on and after the
expiration of any Interest Period applicable to any LIBOR Loan or
the maturity date of any Swing Loan outstanding on the date of
occurrence of such Event of Default or acceleration, the
principal amount of such Loan shall, during the continuation of
such Event of Default or after acceleration, bear interest at a
rate per annum equal to the Prime Rate plus 2%.

          (d)  Anything herein to the contrary notwithstanding,
the obligations of the Borrower to the Bank hereunder shall be
subject to the limitation that payments of interest shall not be
required for any period for which interest is computed hereunder,
to the extent (but only to the extent) that contracting for or
receiving such payment by the Bank would be contrary to the
provisions of any law applicable to the Bank limiting the highest
rate of interest that may be lawfully contracted for, charged or
received by the Bank, and in such event the Borrower shall pay
the Bank interest at the highest rate permitted by applicable
law.

     2.10  Fees.  The Borrower shall pay to the Bank a Non-Use
Fee on the average daily unused portion of the Bank's Commitment,
computed on a quarterly basis in arrears on the last Business Day
of each calendar quarter based upon the daily utilization for
that quarter as calculated by the Bank, equal to the Applicable
Margin.  Such commitment fee shall accrue from the Closing Date
to the Termination Date and shall be due and payable quarterly in
arrears on the last Business Day of each quarter commencing on
the Closing Date through the Termination Date, with the final
payment to be made on the Termination Date.  The commitment fees
provided in this subsection shall accrue at all times after the
above-mentioned commencement date, including at any time during
which one or more conditions in Article V are not met.

     2.11  Computation of Fees and Interest.

          (a)  All computations of interest for Swing Loans and
Prime Rate Loans shall be made on the basis of a year of 365 or
366 days, as the case may be, and actual days elapsed.  All other
computations of fees and interest shall be made on the basis of a
360-day year and actual days elapsed (which results in more
interest being paid than if computed on the basis of a 365-day
year).  Interest and fees shall accrue during each period during
which interest or such fees are computed from the first day
thereof to the last day thereof.

          (b)  Each determination of an interest rate by the Bank
shall be conclusive and binding on the Borrower in the absence of
manifest error. 

     2.12  Payments by the Borrower.

          (a)  All payments to be made by the Borrower shall be
made without set-off, recoupment or counterclaim.  Except as
otherwise expressly provided herein, all payments by the Borrower
shall be made to the Bank at the place indicated as the place of
payment in the signature pages of this Agreement or such other
address as the Bank may specify in writing to the Borrower from
time to time, and shall be made in dollars and in immediately
available funds, no later than 12:00 p.m. (Philadelphia, Pennsyl-
vania time) on the date specified herein.  Any payment received
by the Bank later than 12:00 p.m. (Philadelphia, Pennsylvania
time) shall be deemed to have been received on the following
Business Day and any applicable interest or fee shall continue to
accrue.

          (b)  Subject to the provisions set forth in the defini-
tion of "Interest Period" herein, whenever any payment is due on
a day other than a Business Day, such payment shall be made on
the following Business Day, and such extension of time shall in
such case be included in the computation of interest or fees, as
the case may be.

     2.13  Collateral   All obligations of the Borrower under
this Agreement and all other Loan Documents are subject to the
provisions with respect to Collateral as set forth in the Master
Agreement.
<PAGE>


                           ARTICLE III

                      THE LETTERS OF CREDIT

     3.01  The Letter of Credit facility.  (a) On the terms and
conditions set forth herein the Bank agrees, (A) from time to
time on any Business Day during the period from the Closing Date
to the Revolving Termination Date, and during any such additional
period pursuant to Section 2.01(c), to issue Letters of Credit
for the account of the Borrower, and to amend or renew Letters of
Credit previously issued by it, in accordance with the provisions
herein, and (B) to honor drafts under the Letters of Credit;
provided, that the Bank shall not be obligated to Issue, any
Letter of Credit if as of the date of Issuance of such Letter of
Credit (the "Issuance Date") (1) the Effective Amount of all L/C
Obligations plus the Effective Amount of all Revolving Loans
exceeds the lesser of: (i) the Borrowing Base; and (ii) the
combined Commitments, or (2) the Effective Amount of L/C Obliga-
tions exceeds the L/C Commitment.  Within the foregoing limits,
and subject to the other terms and conditions hereof, the
Borrower's ability to obtain Letters of Credit shall be fully
revolving, and, accordingly, the Borrower may, during the
foregoing periods, obtain Letters of Credit to replace Letters of
Credit which have expired or which have been drawn upon and
reimbursed.

          (b)  The Bank is under no obligation to Issue any
Letter of Credit if:

                    (i)  any order, judgment or decree of any
     Governmental Authority or arbitrator shall by its terms
     purport to enjoin or restrain the Bank from Issuing such
     Letter of Credit, or any Requirement of Law applicable to
     the Bank or any request or directive (whether or not having
     the force of law) from any Governmental Authority with
     jurisdiction over the Bank shall prohibit, or request that
     the Bank refrain from, the Issuance of letters of credit
     generally or such Letter of Credit in particular or shall
     impose upon the Bank with respect to such Letter of Credit
     any restriction, reserve or capital requirement (for which
     the Bank is not otherwise compensated hereunder) not in
     effect on the Closing Date, or shall impose upon the Bank
     any unreimbursed loss, cost or expense which was not
     applicable on the Closing Date and which the Bank in good
     faith deems material to it;

                    (ii)  the Bank has received written notice
     from the Borrower, on or prior to the Business Day prior to
     the requested date of Issuance of such Letter of Credit,
     that one or more of the applicable conditions contained in
     Article V is not then satisfied;

                    (iii)  the expiry date of any requested
     Letter of Credit is (A) more than 360 days after the date of
     Issuance, or (B) more than 360 days after the Revolving
     Termination Date; 

                    (iv)  the expiry date of any requested Letter
     of Credit is prior to the maturity date of any financial
     obligation to be supported by the requested Letter of
     Credit;

                    (v)  any requested Letter of Credit does not
     provide for drafts, or is not otherwise in form and
     substance acceptable to the Bank, or the Issuance of a
     Letter of Credit shall violate any applicable policies of
     the Bank;

                    (vi)  any standby Letter of Credit is for the
     purpose of supporting the issuance of any letter of credit
     by any other Person; or

                    (vii)  such Letter of Credit is in a face
     amount less than $100,000 or denominated in a currency other
     than Dollars.

     3.02  Issuance, Amendment and Renewal of Letters of Credit. 
(a) Each Letter of Credit shall be issued upon the irrevocable
written request of the Borrower received by the Bank at least
four days (or such shorter time as the Bank may agree in a
particular instance in its sole discretion) prior to the proposed
date of issuance.  Each such request for issuance of a Letter of
Credit shall be by facsimile, confirmed immediately in an
original writing, in the form of an L/C Application, and shall
specify in form and detail satisfactory to the Bank: (i) the
proposed date of issuance of the Letter of Credit (which shall be
a Business Day); (ii) the face amount of the Letter of Credit;
(iii) the expiry date of the Letter of Credit; (iv) the name and
address of the beneficiary thereof; (v) the documents to be
presented by the beneficiary of the Letter of Credit in case of
any drawing thereunder; (vi) the full text of any certificate to
be presented by the beneficiary in case of any drawing
thereunder; and (vii) such other matters as the Bank may require.

          (b)  From time to time while a Letter of Credit is
outstanding and prior to the Revolving Termination Date, the Bank
will, upon the written request of the Borrower received by the
Bank at least five days (or such shorter time as the Bank may
agree in a particular instance in its sole discretion) prior to
the proposed date of amendment, amend any Letter of Credit issued
by it.  Each such request for amendment of a Letter of Credit
shall be made by facsimile, confirmed immediately in an original
writing, made in the form of an L/C Amendment Application and
shall specify in form and detail satisfactory to the Bank:  (i)
the Letter of Credit to be amended; (ii) the proposed date of
amendment of the Letter of Credit (which shall be a Business
Day); (iii) the nature of the proposed amendment; and (iv) such
other matters as the Bank may require.  The Bank shall be under
no obligation to amend any Letter of Credit if:  (A) the Bank
would have no obligation at such time to issue such Letter of
Credit in its amended form under the terms of this Agreement; or
(B) the beneficiary of any such Letter of Credit does not accept
the proposed amendment to the Letter of Credit.

          (c)  The Bank agrees that, while a Letter of Credit is
outstanding and prior to the Revolving Termination Date, at the
option of the Borrower and upon the written request of the
Borrower received by the Bank at least five days (or such shorter
time as the Bank may agree in a particular instance in its sole
discretion) prior to the proposed date of notification of renew-
al, the Bank shall be entitled to authorize the automatic renewal
of any Letter of Credit issued by it.  Each such request for
renewal of a Letter of Credit shall be made by facsimile, con-
firmed immediately in an original writing, in the form of an L/C
Amendment Application, and shall specify in form and detail
satisfactory to the Bank: (i) the Letter of Credit to be renewed;
(ii) the proposed date of notification of renewal of the Letter
of Credit (which shall be a Business Day); (iii) the revised
expiry date of the Letter of Credit; and (iv) such other matters
as the Bank may require.  The Bank shall be under no obligation
so to renew any Letter of Credit if: (A) the Bank would have no
obligation at such time to issue or amend such Letter of Credit
in its renewed form under the terms of this Agreement; or (B) the
beneficiary of any such Letter of Credit does not accept the
proposed renewal of the Letter of Credit.  If any outstanding
Letter of Credit shall provide that it shall be automatically
renewed unless the beneficiary thereof receives notice from the
Bank that such Letter of Credit shall not be renewed, and if at
the time of renewal the Bank would be entitled to authorize the
automatic renewal of such Letter of Credit in accordance with
this Section 3.02 upon the request of the Borrower but the Bank
shall not have received any L/C Amendment Application from the
Borrower with respect to such renewal or other written direction
by the Borrower with respect thereto, the Bank shall nonetheless
be permitted to allow such Letter of Credit to renew, and the
Borrower hereby authorizes such renewal, and, accordingly, the
Bank shall be deemed to have received an L/C Amendment Applica-
tion from the Borrower requesting such renewal.

          (d)  The Bank may, at its election, deliver any notices
of termination or other communications to any Letter of Credit
beneficiary or transferee, and take any other action as necessary
or appropriate, at any time and from time to time, in order to
cause the expiry date of such Letter of Credit to be a date not
later than the Revolving Termination Date.

          (e)  This Agreement shall control in the event of any
conflict with any L/C-Related Document (other than any Letter of
Credit).
          
     3.03  Drawings and Reimbursements.  (a) In the event of any
request for a drawing under a Letter of Credit by the beneficiary
or transferee thereof, the Bank will promptly notify the Borrow-
er.  The Borrower shall reimburse the Bank prior to 10:00 a.m.
(Philadelphia time), on each date that any amount is paid by the
Bank under any Letter of Credit (each such date, an "Honor
Date"), in an amount equal to the amount so paid by the Bank.  In
the event the Borrower fails to reimburse the Bank for the full
amount of any drawing under any Letter of Credit by 10:00 a.m.
(Philadelphia time) on the Honor Date, the Borrower shall be
deemed to have requested that Prime Rate Loans be made by the
Bank to be disbursed on the Honor Date under such Letter of
Credit, subject to the amount of the unutilized portion of the
Revolving Commitment and subject to the conditions set forth in
Section 5.02.  Any notice given by the Bank pursuant to this
subsection 3.03(a) may be oral if immediately confirmed in
writing (including by facsimile); provided that the lack of such
an immediate confirmation shall not affect the conclusiveness or
binding effect of such notice.

          (b)  With respect to any unreimbursed drawing that is
not converted into Revolving Loans, because of the Borrower's
failure to satisfy the conditions set forth in Section 5.02 or
for any other reason, the Borrower shall be deemed to have
incurred from the Bank an L/C Borrowing in the amount of such
drawing, which L/C Borrowing shall be due and payable on demand
(together with interest) and shall bear interest at a rate per
annum equal to the Prime Rate plus 2% per annum.

     3.04  Bank's Role as the Issuing Bank.  (a) The Borrower
agrees that, in paying any drawing under a Letter of Credit, the
Bank shall not have any responsibility to obtain any document
(other than any sight draft and certificates expressly required
by the Letter of Credit) or to ascertain or inquire as to the
validity or accuracy of any such document or the authority of the
Person executing or delivering any such document. 

          (b)  The Borrower hereby assumes all risks of the acts
or omissions of any beneficiary or transferee with respect to its
use of any Letter of Credit; provided, however, that this
assumption is not intended to, and shall not, preclude the
Borrower's pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other
agreement.  No Agent-Related Person, nor any of the respective
correspondents, participants or assignees of the Bank, shall be
liable or responsible for any of the matters described in clauses
(i) through (vii) of Section 3.05; provided, however, anything in
such clauses to the contrary notwithstanding, that the Borrower
may have a claim against the Bank, and the Bank may be liable to
the Borrower, to the extent, but only to the extent, of any
direct, as opposed to consequential or exemplary, damages
suffered by the Borrower which the Borrower proves were caused by
the Bank's willful misconduct or gross negligence or the Bank's
willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions
of a Letter of Credit.  In furtherance and not in limitation of
the foregoing: (i) the Bank may accept documents that appear on
their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the
contrary; and (ii) the Bank shall not be responsible for the
validity or sufficiency of any instrument transferring or
assigning or purporting to transfer or assign a Letter of Credit
or the rights or benefits thereunder or proceeds thereof, in
whole or in part, which may prove to be invalid or ineffective
for any reason.

     3.05  Obligations Absolute.  The obligations of the Borrower
under this Agreement and any L/C-Related Document to reimburse
the Bank for a drawing under a Letter of Credit, and to repay any
L/C Borrowing and any drawing under a Letter of Credit converted
into Revolving Loans, shall be unconditional and irrevocable, and
shall be paid strictly in accordance with the terms of this
Agreement and each such other L/C-Related Document under all
circumstances, including the following:

               (i)  any lack of validity or enforceability of
     this Agreement or any L/C-Related Document;

               (ii)  any change in the time, manner or place of
     payment of, or in any other term of, all or any of the
     obligations of the Borrower in respect of any Letter of
     Credit or any other amendment or waiver of or any consent to
     departure from all or any of the L/C-Related Documents;

               (iii)  the existence of any claim, set-off,
     defense or other right that the Borrower may have at any
     time against any beneficiary or any transferee of any Letter
     of Credit (or any Person for whom any such beneficiary or
     any such transferee may be acting), the Bank or any other
     Person, whether in connection with this Agreement, the
     transactions contemplated hereby or by the L/C-Related
     Documents or any unrelated transaction;

               (iv)  any draft, demand, certificate or other
     document presented under any Letter of Credit proving to be
     forged, fraudulent, invalid or insufficient in any respect
     or any statement therein being untrue or inaccurate in any
     respect; or any loss or delay in the transmission or
     otherwise of any document required in order to make a draw-
     ing under any Letter of Credit;


               (v)  any payment by the Bank under any Letter of
     Credit against presentation of a draft or certificate that
     does not strictly comply with the terms of any Letter of
     Credit; or any payment made by the Bank under any Letter of
     Credit to any Person purporting to be a trustee in
     bankruptcy, debtor-in-possession, assignee for the benefit
     of creditors, liquidator, receiver or other representative
     of or successor to any beneficiary or any transferee of any
     Letter of Credit, including any arising in connection with
     any Insolvency Proceeding;

               (vi)  any exchange, release or non-perfection of
     any collateral, or any release or amendment or waiver of or
     consent to departure from any other guarantee, for all or
     any of the obligations of the Borrower in respect of any
     Letter of Credit; or

               (vii)  any other circumstance or happening
     whatsoever, whether or not similar to any of the foregoing,
     including any other circumstance that might otherwise
     constitute a defense available to, or a discharge of, the
     Borrower or a guarantor.

     3.06  Cash Collateral Pledge.  Upon (i) the request of the
Bank, if, as of the Termination Date, any Letters of Credit may
for any reason remain outstanding and partially or wholly
undrawn, or (ii) the occurrence of the circumstances described in
subsection 2.07 requiring the Borrower to Cash Collateralize
Letters of Credit, then, the Borrower shall immediately Cash
Collateralize the L/C Obligations in an amount equal to the L/C
Obligations. 

     3.07  Letter of Credit Fees. 

          (a)  The Borrower shall pay to the Bank a letter of
credit fee with respect to the Letters of Credit equal to the
Applicable Margin per annum of the average daily maximum amount
available to be drawn of the outstanding Letters of Credit,
computed on a quarterly basis in arrears on the last Business Day
of each calendar quarter based upon Letters of Credit outstanding
for that quarter as calculated by the Bank.  Such letter of
credit fees shall be due and payable quarterly in arrears on the
last Business Day of each calendar quarter during which Letters
of Credit are outstanding, commencing on the first such quarterly
date to occur after the Closing Date, through the Revolving
Termination Date (or such later date upon which the outstanding
Letters of Credit shall expire), with the final payment to be
made on the Revolving Termination Date (or such later expiration
date).

          (b)  The Borrower shall pay to the Bank from time to
time the normal issuance, presentation, amendment and other 
processing fees, and other standard costs and charges, of the
Bank relating to letters of credit as from time to time in
effect.

     3.08  Uniform Customs and Practice.  The Uniform Customs and
Practice for Documentary Credits as published by the
International Chamber of Commerce most recently at the time of
issuance of any Letter of Credit shall (unless otherwise
expressly provided in the Letters of Credit) apply to the Letters
of Credit.


                           ARTICLE IV

             TAXES, YIELD PROTECTION AND ILLEGALITY

     4.01  Taxes.

          (a)  Any and all payments by the Borrower to the Bank
under this Agreement and any other Loan Document shall be made
free and clear of, and without deduction or withholding for, any
Taxes. 

          (b)  If the Borrower shall be required by law to deduct
or withhold any Taxes from or in respect of any sum payable
hereunder to the Bank, then the Borrower shall pay to the Bank,
on demand, amounts equal to any Taxes (other than Federal, state
or local taxes on the overall income of the Bank), domestic or
foreign, which the Bank is required to pay by reason of its
funding or disbursement of any portion of the Loans.

          (c)  The Bank shall use its best efforts (consistent
with legal and regulatory restrictions) to reduce or eliminate
the causes referenced in subclause (b) (if any) so as to elimi-
nate any such additional payment by the Borrower which may
thereafter accrue, if such action or change in the sole judgment
of the Bank is not otherwise disadvantageous to the Bank.

     4.02  Illegality.

          (a)  If the Bank determines that the introduction of
any Requirement of Law, or any change in any Requirement of Law,
or in the interpretation or administration of any Requirement of
Law, has made it unlawful, or that any central bank or other
Governmental Authority has asserted that it is unlawful, for the
Bank to make LIBOR Loans, then, on notice thereof by the Bank to
the Borrower, any obligation of the Bank to make LIBOR Loans or
to convert Loans into LIBOR Loans shall be suspended until the
Bank notifies the Borrower that the circumstances giving rise to
such determination no longer exist.

          (b)  If the Bank determines that it is unlawful to
maintain any LIBOR Loan, the Borrower shall, upon its receipt of 
notice of such fact and demand from the Bank, prepay in full such
LIBOR Loans of the Bank then outstanding, together with interest
accrued thereon and amounts required under Section 4.04, either
on the last day of the Interest Period thereof, if the Bank may
lawfully continue to maintain such LIBOR Loans to such day, or
immediately, if the Bank may not lawfully continue to maintain
such LIBOR Loan.  If the Borrower is required to so prepay any
LIBOR Loan, then concurrently with such prepayment, the Borrower
shall borrow from the Bank, in the amount of such repayment, a
Prime Rate Loan or a Swing Loan.

          (c)  If the obligation of the Bank to make or maintain
LIBOR Loans has been so terminated or suspended, the Borrower may
elect, by giving notice to the Bank, that all Loans which would
otherwise be made by the Bank as LIBOR Loans shall be instead
Prime Rate Loans or Swing Loans.
     4.03  Increased Costs and Reduction of Return.  If the Bank
shall have determined that (i) the introduction of any Capital
Adequacy Regulation, (ii) any change in any Capital Adequacy
Regulation, (iii) any change in the interpretation or
administration of any Capital Adequacy Regulation by any central
bank or other Governmental Authority charged with the
interpretation or administration thereof, or (iv) compliance by
the Bank or any corporation controlling the Bank with any Capital
Adequacy Regulation, affects or would affect the amount of
capital required or expected to be maintained by the Bank or any
corporation controlling the Bank and (taking into consideration
the Bank's or such corporation's policies with respect to capital
adequacy and the Bank's desired return on capital) determines
that the amount of such capital is increased as a consequence of
its Commitment, loans, credits or obligations under this
Agreement, then, upon demand of the Bank to the Borrower, the
Borrower shall pay to the Bank, from time to time as specified by
the Bank, additional amounts sufficient to compensate the Bank
for such increase.

     4.04  Funding Losses.  The Borrower shall reimburse the Bank
and hold the Bank harmless from any loss or expense which the
Bank may sustain or incur as a consequence of:

          (a)  The failure of the Borrower to make on a timely
basis any payment of principal of any LIBOR Loan or Swing Loan;

          (b)  The failure of the Borrower to borrow, continue or
convert a Loan after the Borrower has given (or is deemed to have
given) a Notice of Borrowing or a Notice of Conversion/
Continuation;

          (c)  The failure of the Borrower to make any prepayment
in accordance with any notice delivered under Section 2.06;

          (d)  The prepayment (including pursuant to Section
2.07) or other payment (including after acceleration thereof) of 
a LIBOR Loan on a day that is not the last day of the relevant
Interest Period or of a Swing Loan on a day that is not the
maturity date applicable thereto; or

          (e)  The automatic conversion under Section 2.04 of any
LIBOR Loan or Swing Loan to a Prime Rate Loan on a day that is
not the last day of the relevant Interest Period or the maturity
date applicable thereto;

including any such loss or expense arising from the liquidation
or reemployment of funds obtained by it to maintain its LIBOR
Loans or from fees payable to terminate the deposits from which
such funds were obtained.

     4.05  Inability to Determine Rates.  If the Bank determines
that for any reason adequate and reasonable means do not exist
for determining the LIBOR Rate for any requested Interest Period
with respect to a proposed LIBOR Loan, or that the LIBOR Rate
applicable pursuant to subsection 2.09 for any requested Interest
Period with respect to a proposed LIBOR Loan does not adequately
and fairly reflect the cost to the Bank of funding such Loan, the
Bank will promptly so notify the Borrower.  Thereafter, the
obligation of the Bank to make or maintain LIBOR Loans, hereunder
shall be suspended until the Bank revokes such notice in writing. 
Upon receipt of such notice, the Borrower may revoke any Notice
of Borrowing or Notice of Conversion/Continuation then submitted
by it.  If the Borrower does not revoke such Notice, the Bank
shall make, convert or continue the Loans, as proposed by the
Borrower, in the amount specified in the applicable notice
submitted by the Borrower, but such Loans shall be made,
converted or continued as Prime Rate Loans instead of LIBOR
Loans.

     4.06  Reserves on LIBOR Loans.  The Borrower shall pay to
the Bank, as long as the Bank shall be required under regulations
of the FRB to maintain reserves with respect to liabilities or
assets consisting of or including Eurocurrency funds or deposits
(currently known as "Eurocurrency liabilities"), additional costs
on the unpaid principal amount of each LIBOR Loan equal to the
actual costs of such reserves allocated to such Loan by the Bank
(as determined by the Bank in good faith, which determination
shall be conclusive), payable on each date on which interest is
payable on such Loan, provided the Borrower shall have received
at least 15 days' prior written notice of such additional
interest from the Bank.  If the Bank fails to give notice 15 days
prior to the relevant Interest Payment Date, such additional
interest shall be payable 15 days from receipt of such notice.

     4.07  Certificates of Bank.  If the Bank claims reimburse-
ment or compensation under this Article IV, it shall deliver to
the Borrower a certificate setting forth in reasonable detail the
amount payable to the Bank hereunder.

          4.08  Survival.  The agreements and obligations of the
Borrower in this Article IV shall survive the payment of all
other Obligations.
<PAGE>
                            ARTICLE V

                      CONDITIONS PRECEDENT

     5.01  Conditions of Initial Credit Extensions.  The obliga-
tion of the Bank to make its initial Revolving Loan hereunder is
subject to the condition that the Bank shall have received on or
before the Closing Date all of the following, in form and sub-
stance satisfactory to the Bank:

          (a)  Credit Agreement. This Agreement, the Master
Credit Agreement, the Notes and other Loan Documents executed by
each party thereto;

          (b)  Resolutions; Incumbency.

               (1)  Copies of the resolutions of the board of
directors of the Borrower and each Subsidiary that may become
party to a Loan Document authorizing the transactions
contemplated hereby, certified as of the Closing Date by the
Secretary or an Assistant Secretary of the Borrower; and

               (2)  A certificate of the Secretary or Assistant
Secretary of the Borrower, and each Subsidiary that may become
party to a Loan Document certifying the names and true signatures
of the officers of the Borrower or such Subsidiary authorized to
execute, deliver and perform, as applicable, this Agreement, and
all other Loan Documents to be delivered by it hereunder; 

     
          (c)  Legal Opinions.

               (1)  An opinion of Klaus Belohoubek, counsel to
the Borrower addressed to the Bank;

          (d)  Payment of Fees.  Evidence of payment by the
Borrower of all accrued and unpaid fees, costs and expenses to
the extent then due and payable on the Closing Date;

          (e)  Certificate.  A certificate signed by a Responsi-
ble Officer, dated as of the Closing Date, stating that:

               (1)  the representations and warranties contained
     in Article VI are true and correct on and as of such date,
     as though made on and as of such date;

               (2)  no Default or Event of Default exists or
     would result from the Loan; and

               (3)  there has occurred since September 30, 1995,  
     no event or circumstance that has resulted or 
could reasonably be expected to result in a Material Adverse
Effect;

          (f)  Other Documents.  Such other approvals, opinions,
documents or materials as the Bank may request.

     5.02  Conditions to All Credit Extensions.  The obligation
of the Bank to make any Loan to be made by it (including its
initial Loan) or to continue or convert any Loan under Section
2.04 and the obligation to Issue any Letter of Credit (including
the initial Letter of Credit) is subject to the satisfaction of
the following conditions precedent on the relevant Borrowing
Date, Conversion/Continuation Date of Issuance Date:

          (a)  Notice, Application.  The Bank shall have received
a Notice of Borrowing or a Notice of Conversion/Continuation, as
applicable or in the case of any Issuance of any Letter of
Credit, an L/C Application or L/C Amendment Application;

          (b)  Continuation of Representations and Warranties. 
The representations and warranties in Article VI shall be true
and correct on and as of such Borrowing Date or Conversion/
Continuation Date or Issuance Date with the same effect as if
made on and as of such Borrowing Date or Conversion/Continuation
Date or Issuance Date (except to the extent such representations
and warranties expressly refer to an earlier date, in which case
they shall be true and correct as of such earlier date);

          (c)  No Existing Default.  No Default or Event of
Default shall exist or shall result from the making of such Loan
or its continuation or conversion or Issuance; and

Each Notice of Borrowing, Notice of Conversion/Continuation and
L/C Application or L/C Amendment Application submitted by the
Borrower hereunder shall constitute a representation and warranty
by the Borrower hereunder, as of the date of each such notice and
as of each Borrowing Date, Conversion/Continuation Date, or
Issuance Date as applicable, that the conditions in this Section
5.02 are satisfied.


                           ARTICLE VI

                 REPRESENTATIONS AND WARRANTIES

     The Borrower covenants and agrees that it will comply with
the representations and warranties as contained in Article III of
the Master Credit Agreement.  All of the aforementioned represen-
tations and warranties, together with any other provisions of the
Master Credit Agreement to which reference is made therein, as
well as the related definitions are hereby incorporated herein by
reference and shall be deemed to continue 
in effect for the benefit of the Bank, whether or not the Master
Agreement remains in effect between the parties thereto.


                           ARTICLE VII

                      AFFIRMATIVE COVENANTS

     The Borrower covenants and agrees that it will comply with
the affirmative covenants as contained in Article IV of the
Master Credit Agreement.  All of the aforementioned covenants,
together with any other provisions of the Master Credit Agreement
to which reference is made therein, as well as the related
definitions are hereby incorporated herein by reference and shall
be deemed to continue in effect for the benefit of the Bank,
whether or not the Master Agreement remains in effect between the
parties thereto.


                          ARTICLE VIII

                       NEGATIVE COVENANTS

     The Borrower covenants and agrees that it will comply with
the negative covenants as contained in Article V of the Master
Credit Agreement.  All of the aforementioned covenants, together
with any other provisions of the Master Credit Agreement to which
reference is made therein, as well as the related definitions are
hereby incorporated herein by reference and shall be deemed to
continue in effect for the benefit of the Bank, whether or not
the Master Agreement remains in effect between the parties
thereto.


                           ARTICLE IX

                        EVENTS OF DEFAULT

     9.01  Event of Default.  Any of the following shall consti-
tute an "Event of Default":

          (a)  Non-Payment.  The Borrower fails to make, (i) when
and as required to be made herein, payments of any amount of
principal of any Loan or of any L/C obligation, or (ii) within
five days after the same becomes due, payment of any interest,
fee or any other amount payable hereunder or under any other Loan
Document; or

          (b)  Representation or Warranty.  Any representation or
warranty by the Borrower or any Subsidiary made or deemed made
herein, in any other Loan Document, or which is contained in any
certificate, document or financial or other statement by the
Borrower, any Subsidiary, or any Responsible Officer, furnished
at any time under this Agreement, or in or under any other Loan
Document, is incorrect in any material respect on or as of the
date made or deemed made; or


          (c)  Specific Defaults.  The Borrower fails to perform
or observe any term, covenant or agreement contained in any of
Section 4.14, 5.10 or 5.11 of the Master Credit Agreement; or 

          (d)  An Event of Default occurs under the Master Credit
Agreement.

     9.02  Remedies.  If any Event of Default occurs, the Bank
may:

          (a)  Declare its commitment to make Loans and any
obligation to Issue Letters of Credit to be terminated, whereupon
such commitment and obligation shall be terminated; 
          
          (b)  Declare an amount equal to the maximum aggregate
amount that is or at any time thereafter may become available for
drawing under any outstanding Letters of Credit (whether or not
any beneficiary shall have presented, or shall be entitled at
such time to present, the drafts or other documents required to
draw under such Letters of Credit) to be immediately due and
payable, and declare the unpaid principal amount of all outstand-
ing Loans, all interest accrued and unpaid thereon, and all other
amounts owing or payable hereunder or under any other Loan
Document to be immediately due and payable, without presentment,
demand, protest or other notice of any kind, all of which are
hereby expressly waived by the Borrower; and

          (c)  Exercise on behalf of itself all rights and
remedies available to it under the Loan Documents or applicable
law;

provided, however, that upon the occurrence of any event speci-
fied in subsection (e) or (f) of Section 7.01 of the Master
Credit Agreement, the obligation of the Bank to make Loans and
any obligation to Issue Letters of Credit shall automatically
terminate and the unpaid principal amount of all outstanding
Loans and all interest and other amounts as aforesaid shall
automatically become due and payable without further act of the
Bank.

     9.03  Rights Not Exclusive.  The rights provided for in this
Agreement and the other Loan Documents are cumulative and are not
exclusive of any other rights, powers, privileges or remedies
provided by law or in equity, or under any other instrument,
document or agreement now existing or hereafter arising.


                            ARTICLE X

                          MISCELLANEOUS

     10.01  Amendments and Waivers.  No amendment or waiver of
any provision of this Agreement or any other Loan Document, and
no consent with respect to any departure by the Borrower or any
applicable Subsidiary therefrom, shall be effective unless the
same shall be in writing and signed by the Bank and the Borrower,
and then any such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which
given.



     10.02  Notices.

          (a)  All notices, requests, consents, approvals,
waivers and other communications shall be in writing (including,
unless the context expressly otherwise provides, by facsimile
transmission, provided that any matter transmitted by the
Borrower by facsimile (i) shall be immediately confirmed by a
telephone call to the recipient at the number specified on
Schedule 10.02, and (ii) shall be followed promptly by delivery
of a hard copy original thereof) and mailed, faxed or delivered,
to the address or facsimile number specified for notices on
Schedule 10.02; or, as directed to the Borrower or the Bank, to
such other address as shall be designated by such party in a
written notice to the other party, and as directed to any other
party, at such other address as shall be designated by such party
in a written notice to the other party.

          (b)  All such notices, requests and communications
shall, when transmitted by overnight delivery, or faxed, be
effective when delivered for overnight (next-day) delivery, or
transmitted in legible form by facsimile machine, respectively,
or if mailed, upon the third Business Day after the date deposit-
ed into the U.S. mail, or if delivered, upon delivery; except
that notices pursuant to Article II to the Bank shall not be
effective until actually received by the Bank.

          (c)  Any agreement of the Bank herein to receive
certain notices by telephone or facsimile is solely for the
convenience and at the request of the Borrower.  The Bank shall
be entitled to rely on the authority of any Person purporting to
be a Person authorized by the Borrower to give such notice and
the Bank shall not have any liability to the Borrower or other
Person on account of any action taken or not taken by the Bank in
reliance upon such telephonic or facsimile notice.  The
obligation of the Borrower to repay the Loans shall not be
affected in any way or to any extent by any failure by the Bank
to receive written confirmation of any telephonic or facsimile
notice or the receipt by the Bank of a confirmation which is at 
variance with the terms understood by the Bank to be contained in
the telephonic or facsimile notice.

     10.03  No Waiver; Cumulative Remedies.  No failure to
exercise and no delay in exercising, on the part of the Bank, any
right, remedy, power or privilege hereunder, shall operate as a
waiver thereof;  nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right,
remedy, power or privilege.

     10.04  Costs and Expenses.  The Borrower shall pay or
reimburse the Bank within five Business Days after demand for all
costs and expenses (including Attorney Costs) incurred by Bank in
connection with the enforcement, attempted enforcement, or
preservation of any rights or remedies under this Agreement or
any other Loan Document during the existence of an Event of
Default or after acceleration of the Loans (including in connec-
tion with any "workout" or restructuring regarding the Loans, and
including any Insolvency Proceeding or appellate proceeding).

     10.05  Borrower Indemnification.

          (a)  Whether or not the transactions contemplated
hereby are consummated, the Borrower shall indemnify, defend and
hold the Bank, each of its Affiliates, and each of its respective
officers, directors, employees, counsel, agents and attorneys-in-
-fact (each, an "Indemnified Person") harmless from and against
any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, charges, expenses and disburse-
ments (including Attorney Costs) of any kind or nature whatsoever
which may at any time (including at any time following repayment
of the Loans) be imposed on, incurred by or asserted against any
such Person by a third party including with respect to any
investigation, litigation or proceeding (including any Insolvency
Proceeding or appellate proceeding) related to or arising out or
the use of the proceeds thereof, whether or not any Indemnified
Person is a party thereto (all the foregoing, collectively, the
"Indemnified Liabilities"); provided, that the Borrower shall
have no obligation hereunder to any Indemnified Person with
respect to Indemnified Liabilities resulting solely from the
gross negligence or willful misconduct of such Indemnified
Person. The agreements in this Section shall survive payment of
all other Obligations.

          (b)  At the election of any Indemnified Person, the
Borrower shall defend such Indemnified Person using legal counsel
satisfactory to such Indemnified Person in such Person's sole
discretion, at the sole cost and expense of the Borrower.  All
amounts owing under this Section shall be paid within 30 days
after demand.

     10.06  Marshalling; Payments Set Aside.  The Bank shall be
under no obligation to marshall any assets in favor of the
Borrower or any other Person or against or in payment of any or
all of the Obligations.  To the extent that the Borrower makes a
payment to the Bank, or the Bank exercises its right of set-off,
and such payment or the proceeds of such set-off or any part
thereof are subsequently invalidated, declared to be fraudulent
or preferential, set aside or required (including pursuant to any
settlement entered into by the Bank in its discretion) to be
repaid to a trustee, receiver or any other party, in connection
with any Insolvency Proceeding or otherwise, then to the extent
of such recovery the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full
force and effect as if such payment had not been made or such
set-off had not occurred.

     10.07  Successors and Assigns.  The provisions of this
Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns,
except that the Borrower may not assign or transfer any of its
rights or obligations under this Agreement without the prior
written consent of the Bank.

     10.08  Assignments, Participations, etc.  The Bank may at
any time assign and delegate to one or more Affiliates all, or
any ratable part of all, of the Loans, the Commitment and the
other rights and obligations of the Bank hereunder.

     10.09  Confidentiality.  The Bank agrees to take and to
cause its Affiliates to take normal and reasonable precautions
and exercise due care to maintain the confidentiality of all
information identified as "confidential" or "secret"  by the
Borrower and provided to it by the Borrower or any Subsidiary,
under this Agreement or any other Loan Document, and neither it
nor any of its Affiliates shall use any such information other
than in connection with or in enforcement of this Agreement and
the other Loan Documents or in connection with other business now
or hereafter existing or contemplated with the Borrower or any
Subsidiary; except to the extent such information (i) was or
becomes generally available to the public other than as a result
of disclosure by the Bank, or (ii) was or becomes available on a 
non-confidential basis from a source other than the Borrower,
provided that such source is not bound by a confidentiality
agreement with the Borrower known to the Bank; provided, however,
that the Bank may disclose such information (A) at the request or
pursuant to any requirement of any Governmental Authority to
which the Bank is subject or in connection with an examination of
the Bank by any such authority; (B) pursuant to subpoena or other
court process, provided, further that Bank agrees to promptly
give notice thereof to the Borrower; (C) when required to do so
in accordance with the provisions of any applicable Requirement
of Law; (D) to the extent reasonably required in connection with
any litigation or proceeding to which the Bank or its respective
 Affiliates may be party; (E) to the extent reasonably required
in connection with the exercise of any remedy hereunder or under
any other Loan Document; (F) to the Bank's independent auditors
and other professional advisors; (G) to any participant or
assignee, actual or potential, provided that such Person agrees
in writing to keep such information confidential to the same
extent required of the Bank hereunder; (H) as to the Bank or its
Affiliate, as expressly permitted under the terms of any other
document or agreement regarding confidentiality to which the
Borrower or any Subsidiary is party or is deemed party with the
Bank or such Affiliate; and (I) to its Affiliates.

     10.10  Set-off.  In addition to any rights and remedies of
the Bank provided by law, if an Event of Default exists or the
Loans have been accelerated, the Bank is authorized at any time
and from time to time, without prior notice to the Borrower, any
such notice being waived by the Borrower to the fullest extent
permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any
time held by, and other indebtedness at any time owing by, the
Bank to or for the credit or the account of the Borrower against
any and all Obligations owing to the Bank, now or hereafter
existing, irrespective of whether or not the Bank shall have made
demand under this Agreement or any Loan Document and although
such Obligations may be contingent or unmatured.

     10.11  Counterparts.  This Agreement may be executed in any
number of separate counterparts, each of which, when so executed,
shall be deemed an original, and all of said counterparts taken
together shall be deemed to constitute but one and the same
instrument. 

     10.12  Severability.  The illegality or unenforceability of
any provision of this Agreement or any instrument or agreement
required hereunder shall not in any way affect or impair the
legality or enforceability of the remaining provisions of this
Agreement or any instrument or agreement required hereunder.

     10.13  No Third Parties Benefited.  This Agreement is made
and entered into for the sole protection and legal benefit of the
Borrower, the Bank, the Bank's Affiliates, and their permitted
successors and assigns, and no other Person shall be a direct or
indirect legal beneficiary of, or have any direct or indirect
cause of action or claim in connection with, this Agreement or
any of the other Loan Documents.

     10.14  Governing Law and Jurisdiction.

          (a)  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAW OF THE COMMONWEALTH OF PENNSYLVANIA;
PROVIDED THAT THE BANK SHALL RETAIN ALL RIGHTS ARISING UNDER
FEDERAL LAW.

               (b)  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN
THE COURTS OF THE COMMONWEALTH OF PENNSYLVANIA OR OF THE UNITED
STATES FOR THE EASTERN DISTRICT OF PENNSYLVANIA, AND BY EXECUTION
AND DELIVERY OF THIS AGREEMENT, EACH OF THE BORROWER AND THE BANK
CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-
EXCLUSIVE JURISDICTION OF THOSE COURTS.  EACH OF THE BORROWER AND
THE BANK IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJEC-
TION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF
ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS
AGREEMENT OR ANY DOCUMENT RELATED HERETO.  THE BORROWER AND THE
BANK EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR
OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY
PENNSYLVANIA LAW.

     10.15  Waiver of Jury Trial.  THE BORROWER AND THE BANK EACH
WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEM-
PLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER
LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY
OTHER PARTY OR ANY AFFILIATE OF THE BANK, PARTICIPANT OR ASSIGN-
EE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR
OTHERWISE.  THE BORROWER AND THE BANK EACH AGREE THAT ANY SUCH
CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT
A JURY.  WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER
AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY
OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER
PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE
VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF.  THIS WAIVER SHALL
APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

     10.16  Entire Agreement.  This Agreement, together with the
other Loan Documents, embodies the entire agreement and under-
standing among the Borrower and the Bank and supersedes all prior
or contemporaneous agreements and understandings of such Persons,
verbal or written, relating to the subject matter hereof and
thereof.
     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their proper and
duly authorized officers as of the day and year first above
written.

                             Matlack DE, INC.


                             By:                            
                             Name:
                             Title:


                             By:                            
                             Name:
                             Title:                         



                             Matlack, INC.


                             By:                            
                             Name:
                             Title:


                             By:                            
                             Name:
                             Title:                         

                             Safeway Chemical Transportation,  
Inc.


                             By:                            
                             Name:
                             Title:


                             Brite-Sol Services, Inc.


                             By:                            
                             Name:
                             Title:


                             FIRST UNION NATIONAL BANK 
                             

                             By:                            
                             Name:
                             Title:  Vice President
<PAGE>
                            SCHEDULES

Schedule - ADDRESSES FOR NOTICES


                            EXHIBITS

Exhibit A - Form of Borrowing Base Certificate
Exhibit B - Form of Compliance Certificate
Exhibit C - Form of Notice of Borrowing
Exhibit D - Form of Notice of Conversion/Continuation
Exhibit E - Form of Term Note


<PAGE>



                            SCHEDULE


                      ADDRESSES FOR NOTICES


FIRST UNION NATIONAL BANK


Notices (other than Borrowing notices and Notices of
Conversion/Continuation):

FIRST UNION NATIONAL BANK
123 S. Broad Street
Philadelphia, PA 19109
Att: Grainne Pergolini














<PAGE>








                                                                 

                                                                 










                        CREDIT AGREEMENT

                    Dated as of May 22, 1996

                              among

                        Matlack DE, Inc.,

                         Matlack, Inc.,

             Safeway Chemical Transportation, Inc.,

                    Brite-Sol Services, Inc.

                               and

                    First Union National Bank