<PAGE>

                                                                   EXHIBIT 10.1
[Logo]                                                           


                            BUSINESS LOAN AGREEMENT


<TABLE>
<CAPTION>

<S>               <C>           <C>           <C>         <C>      <C>            <C>           <C>        <C>
  Principal:      Loan Date:     Maturity:    Loan No:    Call:    Collateral:     Account:     Office:    Initials:
$12,000,000.00    02-13-1996    07-25-1997     798-75                  385        3208662005     44165

References in the shaded area are for Lender's use only and do not limit the 
applicablity of this document to any particular loan or item.

</TABLE>

<TABLE>
<CAPTION>

<S>        <C>                      <C>      <C>
Borrower:  GEOGRAPHICS, INC.        Lender:  U.S. BANK OF WASHINGTON, NATIONAL ASSOCIATION
           1555 ODELL ROAD                   NORTH CASCADES/OLYMPIC BUSINESS BANKING TEAM
           BLAINE, WA 98231                  C/D 1420 5TH AVE.
                                             WWH 470
                                             SEATTLE, WA  98101

</TABLE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

THIS BUSINESS LOAN AGREEMENT between GEOGRAPHICS, INC. ("Borrower") and 
U.S.BANK OF WASHINGTON, NATIONAL ASSOCIATION ("Lender") is made and executed 
on the following terms and conditions. Borrower has received prior commercial 
loans from Lender or has applied to Lender for a commercial loan or loans and 
other financial accommodations, including those which may be described on any 
exhibit or schedule attached to this Agreement. All such loans and financial 
accommodations, together with all future loans and financial accommodations 
from Lender to Borrower, are referred to in this Agreement individually as 
the "Loan" and collectively as the "Loans." Borrower understands and agrees 
that: (a) In granting, renewing, or extending any Loan, Lender is relying 
upon Borrower's representations, warranties, and agreements, as set forth in 
this Agreement; (b) the granting, renewing, or extending of any Loan by 
Lender at all times shall be subject to Lender's sole judgement and 
discretion; and (c) all such Loans shall be and shall remain subject to the 
following terms and conditions of this Agreement.

TERM. This Agreement shall be effective as of February 13, 1996, and shall 
continue thereafter until all indebtedness of Borrower to Lender has been 
performed in full and the parties terminate this Agreement in writing.

DEFINITIONS. The following words shall have the following meanings when used 
in this Agreement. Terms not otherwise defined in the Agreement shall have 
the meanings attributed to such terms in the Uniform Commercial Code. All 
references to dollar amounts shall mean amounts in lawful money of the United 
States of America.

      AGREEMENT. The word "Agreement" means this Business Loan Agreement, as 
      this Business  Loan Agreement may be amended or modified from time to 
      time, together with all exhibits and schedules attached to this 
      Business Loan Agreement from time to time.

      BORROWER. The word "Borrower" means GEOGRAPHICS, INC.. The word 
      "Borrower" also includes, as applicable, all subsidiaries and affiliates
      of Borrower as provided below in the paragraph titled "Subsidiaries and 
      Affiliates."

      CERCLA. The word "CERCLA" means the Comprehensive Environmental Response, 
      Compensation, and Liability Act of 1960, as amended.

      CASH FLOW. The words "Cash Flow" mean net Income after taxes, and 
      exclusive of extraordinary gains and income, plus depreciation and 
      amortization.

      COLLATERAL. The word "Collateral" means and includes without limitation 
      all property and assets granted as collateral security for a Loan, 
      whether real or personal property, whether granted directly or 
      indirectly, whether granted now or in the future, and whether granted in
      the form of a security interest, mortgage, deed of trust, assignment, 
      pledge, chattel mortgage, chattel trust, factor's lien, equipment trust, 
      conditional gain, trust receipt, loan, lien or lien retention contract, 
      lease or consignment intended as a security device, or any other
      security or lien interest whatsoever, whether created by law, contract, 
      or otherwise.

      DEBT. The word "Debt" means all of Borrower's liabilities excluding 
      Subordinated Debt.

      ERISA. The word "ERISA" means the Employee Retirement Income Security Act
      of 1974, as amended.

      EVENT OF DEFAULT. The words "Event of Default" mean and include without 
      limitation any of the Events of Default set forth below in the section 
      titled "EVENTS OF DEFAULT."

      GRANTOR. The word "Grantor" means and includes without limitation each 
      and all of the persons or entities granting a Security Interest in any 
      Collateral for the Indebtedness, including without limitation all 
      Borrowers granting such a Security Interest.

      GUARANTOR. The word "Guarantor" means and includes without Limitation 
      each and all of the guarantors, sureties and accommodation parties in 
      connection with any indebtedness.

      INDEBTEDNESS. The Word "Indebtedness" means and includes without 
      limitation all Loans together with all other obligations, debts and 
      liabilities of Borrower to Lender, or any one or more of them, as well 
      as all claims by Lender against Borrower, or any one or more of them 
      whether now or hereafter existing, voluntary or involuntary, due or not 
      due, absolute or contingent, liquidated or unliquidated, whether 
      Borrower may be liable individually or jointly with others; whether 
      Borrower may be obligated as a guarantor, surety, or otherwise, whether 
      recovery upon such indebtedness may be or hereafter may become barred 
      by any statute of limitations; and whether such indebtedness may be or 
      hereafter may become otherwise unenforceable.

      LENDER. The word "Lender" means U.S. BANK OF WASHINGTON, NATIONAL
      ASSOCIATION, its successors and assigns.

      LIQUID ASSETS. The words "Liquid Assets" mean Borrower's cash on hand plus
      Borrowers receivables.

      LOAN. The word "Loan" or "Loans" means and includes without limitation 
      any and all commercial loans and financial accommodations from Lender to 
      Borrower, whether now or hereafter existing, and however evidenced, 
      including without limitation those loans and financial accommodations 
      described herein or described on any exhibit or schedule attached to this 
      Agreement from time to time.

      NOTE. The word "Note" means and includes without limitation Borrower's 
      promissory note or notes, if any, evidencing Borrower's Loan obligations 
      in favor of Lender, as well as any substitute, replacement or refinancing 
      note or notes therefor.

      RELATED DOCUMENTS. The words "Related Documents" mean and include without 
      limitation all promissory notes, credit agreements, loan agreements, 
      environmental agreements, guaranties, security agreements, mortgages, 
      deeds of trust, and all other instruments, agreements and documents 
      whether now or hereafter existing, executed in connection with the 
      indebtedness.

      SECURITY AGREEMENT. The words "Security Agreement" mean and include 
      without limitation any agreements, promises, covenants, arrangements, 
      understandings or other agreements, whether created by law, contract, or 
      otherwise, evidencing, governing, representing, or creating a Security 
      Interest.

      SECURITY INTEREST. The words "Security Interest" mean and include without
      limitation any type of collateral security, whether in the form of a 
      loan, charge, mortgage, deed of trust, assignment, pledge, chattel 
      mortgage, chattel trust, factor's lien, equipment trust, conditional sale,
      trust receipt, loan or title retention contract, lease or consignment 
      intended as a security device, or any other security or loan interest 
      whatsoever, whether created by law, contract or otherwise.

      SARA. The word "SARA" means the Superfund Amendments and Reauthorization 
      Act of 1986 as now or hereafter amended.

      SUBORDINATED DEBT. The words "Subordinated Debt" mean indebtedness and 
      liabilities of Borrower which have been subordinated by written agreement
      to Indebtedness owed by Borrower to Lender in form and substance 
      acceptable to Lender.

      TANGIBLE NET WORTH. The words "Tangible Net Worth" mean Borrower's total
      assets excluding all intangible assets (i.e.,goodwill, trademarks, 
      patents, copyrights, organizational expenses, and similar intangible 
      items, but including leaseholds and leasehold improvements) less total 
      Debt.

      WORKING CAPITAL. The words "Working Capital" mean Borrower's current 
      assets, excluding prepaid expenses, less Borrower's current liabilities.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender 
as of the date of this Agreement and as of the date of each disbursement of 
Loan proceeds;

      ORGANIZATION. Borrower is a corporation which is duly organized, 
      validly existing and in good standing under the laws of the State of 
      Washington. Borrower has the full power and authority to own its 
      properties and to transact the businesses in which it is presently 
      engaged or presently proposes to engage. Borrower also is duly 
      qualified as a foreign corporation and is in good standing in all 
      states in which the failure to so qualify would have a material adverse 
      effect on its businesses or financial condition.

      AUTHORIZATION. The execution, delivery, and performance of this 
      Agreement and all Related Documents by Borrower, to the extent to be 
      executed, delivered or performed by Borrower, have been duty authorized 
      by all necessary action by Borrower; do not require the consent or 
      approval of any other person, regulatory authority or governmental body; 
      and do not conflict with, result in a violation of, or constitute a  
      default under (a) any provision of its articles of incorporation or 
      organisation, or bylaws, or any agreement or other instrument binding upon
      Borrower or (b) any law, 




<PAGE>

                                                                      Page 2


                                 BUSINESS LOAN AGREEMENT
                                       (Continued)

02-13-1996
Loan No 788-75


     governmental regulation, court decree, or order applicable to Borrower.

     FINANCIAL INFORMATION.  Each financial statement of Borrower supplied to 
     Lender duly and completely disclosed Borrower's financial condition as 
     of the date of the statement, and there has been no material adverse
     change in Borrower's financial condition subsequent to the date of the 
     most recent financial statement supplied to Lender.  Borrower has no 
     material contingent obligations except as disclosed in such financial 
     statements.

     LEGAL EFFECT.  This Agreement constitutes, and any instrument or agreement
     required hereunder to be given by Borrower when delivered will 
     constitute, legal, valid and binding obligations of Borrower enforceable 
     against Borrower in accordance with their respective terms.

     PROPERTIES.  Except as contemplated by this Agreement or as previously 
     disclosed in Borrower's financial statements or in writing to Lender and 
     as accepted by Lender, and except for property taxation for taxes not 
     presently due and payable, BORROWER owns and has good title to all of 
     Borrower's proportions free and clear of all Security interests, and has 
     not executed any security documents or financing statements relating to 
     such properties. All of Borrower's properties are titled in Borrowers 
     legal name, and Borrower has not used, or filed a financing statement 
     under, any other name for at least the last five (5) years.

     HAZARDOUS SUBSTANCES.  The term "Hazardous waste", "hazardous substance",
     "disposal", "release" and "threatened releases" as used in this 
     Agreement, shall have the same meanings as set forth in the "CERCLA," 
     "SARA", the Hazardous Materials Transportation Act, 49 U.S.C. Section 
     1801, et seq., the Resource Conservation and Recovery Act, 49 U.S.C. 
     Section 6901, et seq., or other applicable state or Federal Laws, rules, 
     or regulations adopted pursuant to any of the foregoing.  Except as 
     disclosed to and acknowledged by Lender in writing, Borrower represents 
     and warrants that (a) During the period of Borrower's ownership of the 
     properties, there has been no use, generation, manufacture, storage, 
     treatment, disposal, release or threatened release of any hazardous 
     waste or substance by any person on, under, or about any of the 
     properties.  (b) Borrower has no knowledge of, or reason to believe that 
     there has been (i) any use, generation, manufacture, storage, treatment, 
     disposal,release, or threatened release of any hazardous waste or 
     substance by any prior owners or occupants of any of the properties, or 
     (ii) any actual or threatened litigation or claims of any kind by any 
     person relating to such matters. (c) Neither Borrower nor any tenant, 
     contractor, agent or other authorized user of any of the property shall 
     use, generate, manufacture, store, treat, dispose of, or release any 
     hazardous waste or substance on, under, or about any of the properties; 
     and any such activity shall be conducted in compliance with all 
     applicable federal, state and local laws, regulations, and ordinances, 
     including without limitation those laws, regulations and ordinances 
     described above.  Borrower authorizes Lender and its agents to enter upon
     the properties to make such Inspections and tests as Lender any deem 
     appropriate to determine compliance of the properties with this section 
     of the Agreement.  Any inspections or tests made by Lender shall be at 
     Borrower's expense and for Lender's purposes only and shall not be 
     construed to create any responsibility or liability on the part of 
     Lender to Borrower or to any other person.  The  representations and 
     warranties contained herein are based on Borrower's due diligence in 
     investigating the propertiesfor hazardous waste.  Borrower hereby (a) 
     releases and waives any future claims against Lender for indemnity or 
     contribution in the event Borrower becomes liable for cleanup or other 
     costs under any such laws, and (b) agrees to indemnify and hold harmless 
     Lender against any and all claims, losses, liabilities, damages, 
     penalties, and expenses which Lender may directly or indirectly sustain 
     or suffer resulting from a breach of this section of the Agreement or as 
     a consequence of any use, generation, manufacture, storage, disposal, 
     release or threatened release occurring prior to Borrower's ownership or 
     interest in the properties, whether or not the same was or should have 
     been known to Borrower.  The provision of this section of the Agreement, 
     including the obligation to indemnify, shall survive the payment of the 
     indebtedness and the termination or expiration of this Agreement and 
     shall not be affected by Lender's acquisition of any interest in any of 
     the properties, whether by foreclosure or otherwise. 

<PAGE>

     LITIGATION AND CLAIMS.  No litigation, claim, investigation, 
     administrative proceeding or similar action (including those for unpaid 
     taxes) against Borrower is pending or threatened, and no other event has 
     occurred which may materially adversely affect Borrower's financial 
     condition or properties, other than litigation, claims, or other events, 
     if any, that have been disclosed to and acknowledged by Lender in 
     writing.

     TAXES.  To the best of Borrower's knowledge, all tax returns and reports 
     of Borrower that are or were required to be filed, have been filed, and 
     all taxes, assessments and other governmental charges have been paid in 
     full, except those presently being or to be contested by Borrower in 
     good faith in the ordinary course of business and for which adequate 
     reserves have been provided.

     LIEN PRIORITY.  Unless otherwise previously disclosed to Lender in 
     writing, Borrower has not entered into or granted any Security 
     Agreements, or permitted the filing or attachment of any Security 
     interests on or affecting any of the Collateral directly or indirectly 
     securing repayment of Borrower's Loan and Note, that would be prior or 
     that may in any way be superior to Lender's Security Interests and 
     rights in and to such Collateral.

     BINDING EFFECT.  This Agreement, the Note and all Security Agreements 
     directly or indirectly securing repayment of Borrower's Loan and Note 
     are binding upon Borrower as well as upon Borrower's successors, 
     representatives and assigns, and are legally enforceable in accordance 
     with their respective terms.

     COMMERCIAL PURPOSES.  Borrower intends to use the Loan proceeds solely 
     for business or commercial related purposes.

     EMPLOYEE BENEFIT PLANS.  Each employee benefit plan as to which Borrower 
     may have any liability complies in all material respects with all 
     applicable requirements of law and regulations, and (i) no Reportable 
     Event nor Prohibited Transaction (as defined in ERISA) has occurred with 
     respect to any such plan, (ii) Borrower has not withdrawn from any such 
     plan or initiated steps to do so, and (iii) no steps have been taken to 
     terminate any such plan.

     LOCATION OF BORROWER'S OFFICES AND RECORDS.  The chief place of business 
     of Borrower and the office or offices where Borrower keeps his records 
     concerning the Collateral is located at 1588 ODELL ROAD, BLAINE, WA 
     98231.

     INFORMATION.  All information heretofore or contemporaneously herewith 
     furnished by Borrower to Lender for the purposes of or in connection 
     with this Agreement or any transaction contemplated hereby is, and all 
     information hereafter furnished by or on behalf of Borrower to Lender 
     will be, true and accurate in every material respect on the date as of 
     which such information is dated or certified; and none of such 
     information is or will be incomplete by omitting to state any material 
     fact necessary to make such information not misleading.

     SURVIVAL OF REPRESENTATION AND WARRANTIES.  Borrower understands and 
     agrees that Lender is relying upon the above representations and 
     warranties in extending Loan Advances to Borrower.  Borrower further 
     agrees that the foregoing representations and warranties shall be 
     continuing in nature and shall remain in full force and effect until 
     such time as Borrower's Loan and Note shall be held in full, or until 
     this Agreement shall be terminated in the manner provided above, 
     whichever is the last to occur.

     AFFIRMATIVE COVENANTS.  Borrower covenants and agrees with Lender that, 
     while this Agreement is in effect, Borrower will

     LITIGATION.  Promptly inform Lender in writing of (a) all material adverse
     changes in Borrower's financial condition, and (b) all litigation and 
     claims and all threatened litigation and claims allocating Borrower or 
     any Guarantor which could materially affect the financial condition of 
     Borrower or the financial condition of any Guarantor.

     FINANCIAL RECORDS.  Maintain its books and records in accordance with 
     generally accepted accounting principles, applied on a consistent basis 
     and permit Lender to examine and audit Borrower's books and records at all
     reasonable times.

<PAGE>

     FINANCIAL STATEMENTS.  Furnish Lender with, as soon as available, but in 
     no event later than ninety (90) days after the end of each fiscal year, 
     Borrower's balance sheet and income statement for the year ended, 
     audited by a certified public accountant satisfactory to Lender, and, as 
     soon as available, but in no event later than forty five (45) days after 
     the end of such fiscal quarter, Borrower's balance sheet and profit and 
     loss statement for the period ended, prepared and certified as correct 
     to the best knowledge and belief by Borrower's chief financial officer 
     or other officer or person acceptable to Lender.  All financial reports 
     required to be provided under this Agreement shall be prepared in 
     accordance with generally accepted accounting principles, applied on a 
     consistent basis and certified by Borrower as being true and correct.

     ADDITIONAL INFORMATION.  Furnish such additional information and 
     statements, lists of assets and liabilities, agings of receivables and 
     payables, inventory schedules, budgets, forecasts, tax returns, and 
     other reports with respect to Borrower's financial condition and 
     business operations as Lender may request from time to time.

     FINANCIAL COVENANTS AND RATIOS.  Comply with the following covenants and 
     ratios:

         TANGIBLE NET WORTH.  Maintain a minimum Tangible Net Worth of not 
         less than $0,535,000,00.

         NET WORTH RATIO.  Maintain a ratio of Total Liabilities to Tangible 
         Net Worth of less than 2.00 to 1.00.

         CURRENT RATIO.  Maintain a ratio of Current Assets to Current 
         Liabilities in excess of 1.25 to 1.00.

     For purposes of this Agreement and to the extent the following terms are 
     utilized in this Agreement, the term "Tangible Net Worth" shall mean 
     Borrower's total assets excluding all intangible assets (i.e., goodwill, 
     trademarks, patents, copyrights, organizational expenses, and similar 
     intangible forms, but including leaseholds and leasehold improvements) 
     less total Debt.  The term "Debt" shall mean all of Borrower's 
     liabilities excluding Subordinated Debt.  The term "Subordinated Debt" 
     shall mean indebtedness and liabilities of Borrower which have been 
     subordinated by written agreement to indebtedness owned by Borrower to 
     Lender in form and substance acceptable to Lender.  The term "Working 
     Capital" shall mean Borrower's current assets, excluding prepaid 
     expenses, less Borrower's current liabilities.  The term "Liquid Assets" 
     shall mean Borrower's cash on hand plus Borrower's receivables.  The 
     term "Cash Flow" shall mean net income after taxes, and exclusive of 
     extraordinary gains and losses, plus depreciation and armoritization.  
     Except as provided above, all computations made to determine compliance 
     with the requirements contained in this paragraph shall be made in 
     accordance with generally accepted accounting principles, applied on a 
     combined basis, and certified by Borrower as being true and correct.

<PAGE>

02-13-1996                  BUSINESS LOAN AGREEMENT                      Page 3
Loan No 708-75                   (Continued)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

     INSURANCE. Maintain fire and other risk insurance, public liability 
     insurance, and such other insurance as Lender may require with respect 
     to Borrower's properties and operations, in form, amounts, coverages and 
     with insurance companies reasonably acceptable to Lender. Borrower, upon 
     request of Lender, will deliver to Lender from time to time the policies 
     or certificates of insurance in form satisfactory to Lender, including 
     stipulations that coverages will not be cancelled or diminished without 
     at least ten (10) days' prior written notice to Lender. Each insurance 
     policy also shall include an endorsement providing that coverage in 
     favor of Lender will not be impaired in any way by any act, omission or 
     default of Borrower or any other person. In connection with all policies 
     covering assets in which Lender holds or is offered a security interest 
     for the Loans, Borrower will provide Lender with such loans payable or 
     other endorsements as Lender may require.

     INSURANCE REPORTS. Furnish to Lender, upon request of Lender, reports on 
     each existing insurance policy showing such information as Lender may 
     reasonably request, including without limitation the following: (a) the 
     name of the insurer; (b) the risks insured; (c) the amount of the 
     policy; (d) the properties insured; (e) the then current property values 
     on the basis of which insurance has been obtained, and the manner of 
     determining those values; and (f) the expiration date of the policy. In 
     addition, upon request of Lender (however not more often than annually), 
     Borrower will have an independent appraiser satisfactory to Lender 
     determine, as applicable, the actual cash value or replacement cost of 
     any Collateral.

     GUARANTIES. Prior to disbursement of any Loan proceeds, furnish executed 
     guaranties of the Loans in favor of Lender, on Lender's terms, and in 
     the amounts and by the guarantors named below:

             Guarantors                            Amounts
             ----------                           ---------
             GEOGRAPHICS MARKETING CANADA         Unlimited
             MARTIN DISTRIBUTING LTD              Unlimited

     OTHER AGREEMENTS. Comply with all terms and conditions of all other 
     agreements, whether now or hereafter existing, between Borrower and any 
     other party and notify Lender immediately in writing of any default in 
     connection with any other such agreements.

     LOAN PROCEEDS. Use all Loan proceeds solely for Borrowers business 
     operations, unless specifically consented to the contrary by Lender in 
     writing.

     TAXES, CHARGES AND LIENS. Pay and discharge when due all of its 
     indebtedness and obligations, including without limitation all 
     assessments, taxes, governmental charges, levies and liens, of every 
     kind and nature, imposed upon Borrower or its properties, income, or 
     profits, prior to the date on which penalties would attach, and all 
     lawful claims that, if unpaid, might become a lien or charge upon any of 
     Borrower's properties, income, or profits. Provided however, Borrower 
     will not be required to pay and discharge any such assessment, tax, 
     charge, levy, lien or claim so long as (a) the legality of the same 
     shall be contested in good faith by appropriate proceedings, and (b) 
     Borrower shall have established on its books adequate reserves with 
     respect to such contested assessment, tax, charge, levy, lien, or claim 
     in accordance with generally accepted accounting practices. Borrower, 
     upon demand of Lender, will furnish to Lender evidence of payment of the 
     assessments, taxes, charges, levies, liens and claims and will authorize 
     the appropriate governmental official to deliver to Lender at any time a 
     written statement of any assessments, taxes, charges, levies, liens and 
     claims against Borrower's properties, income, or profits.

     PERFORMANCE. Perform and comply with all terms, conditions, and 
     provisions set forth in this Agreement and in all other instruments and 
     agreements between Borrower and Lender in a timely manner, and promptly 
     notify Lender if Borrower learns of the occurrence of any event which 
     constitutes an Event of Default under this Agreement.

     OPERATIONS. Substantially maintain its present executive and management 
     personnel, conduct its business affairs in a reasonable and prudent 
     manner and in compliance with all applicable federal, state and 
     municipal laws, ordinances, rules and regulations respecting its 
     properties, charters, businesses and operations, including without 
     limitation, compliance with the Americans With Disabilities Act and with 
     all minimum funding standards and other requirements of ERISA and other 
     laws applicable to Borrower's employee benefit plans.

     INSPECTION. Permit employees or agents of Lender at any reasonable time 
     to inspect any and all Collateral for the Loan or Loans and Borrower's 
     other properties and to examine or audit Borrower's books, accounts, and 
     records and to make copies and memoranda of Borrower's books, accounts, 
     and records. If Borrower now or at any time hereafter maintains any 
     records (including without limitation computer generated records and 
     computer software programs for the generation of such records) in the 
     possession of a third party, Borrower, upon request of Lender, shall 
     notify such party to permit Lender free access to such records at all 
     reasonable times and to provide Lender with copies of any records it may 
     request, all at Borrower's expense.

     COMPLIANCE CERTIFICATE. Unless waived in writing by Lender, provide 
     Lender NOT REQUIRED and at the time of each disbursement of Loan 
     proceeds with a certificate executed by Borrower's chief financial 
     officer, or other officer or person acceptable to Lender, certifying 
     that the representations and warranties set forth in this Agreement are 
     true and correct as of the date of the certificate and further 
     certifying that, as of the date of the certificate, no Event of Default 
     exists under this Agreement.

     ENVIRONMENTAL COMPLIANCE AND REPORTS. Borrower shall comply in all 
     respects with all environmental protection federal, state and local 
     laws, statutes, regulations and ordinances, not cause or permit to 
     exist, as a result of an intentional or unintentional action or omission 
     on its part or on the part of any third party, on property owned and/or 
     occupied by Borrower, any environmental activity where damages may 
     result to the environment, unless such environmental activity is 
     pursuant to and in compliance with the conditions of a permit issued by 
     the appropriate federal, state or local governmental authorities; shall 
     furnish to Lender promptly and in any event within thirty (30) days 
     after receipt thereof a copy of any notice, summons, lien, citation, 
     directive, ledger or other communication from any governmental agency or 
     instrumentality concerning any intentional or unintentional action or 
     omission on Borrower's part in connection with any environmental 
     activity whether or not there is damage to the environment and/or other 
     natural resources.

     ADDITIONAL ASSURANCES. Make, execute and deliver to Lender such 
     promissory notes, mortgages, deeds of trust, security agreements, 
     financing statements, instruments, documents and other agreements as 
     Lender or its attorney's may reasonably request to evidence and secure 
     the Loans and to perfect all Security Interests.

RECOVERY OF ADDITIONAL COSTS. If the imposition of or any change in any law, 
rule, regulation or guideline, or the interpretation or application of any 
thereof by any court or administrative or governmental authority (including 
any request or policy not having the force of law) shall impose, modify or 
make applicable any taxes (except U.S. federal, state or local income or 
franchise taxes imposed on Lender), reserve requirements, capital adequacy 
requirements or other obligations which would (a) increase the cost to Lender 
for extending or maintaining the credit facilities to which this Agreement 
relates, (b) reduce the amounts payable to Lender under this Agreement or the 
Related Documents, or (c) reduce the rate of return on Lender's capital as a 
consequence of Lender's obligations with respect to the credit facilities to 
which this Agreement relates, then Borrow agrees to pay Lender such 
additional amounts as will compensate Lender therefor, within five (5) days 
after Lender's written demand for such payment which demand shall be 
accompanied by an explanation of such imposition or charge and a calculation 
in reasonable detail of the additional amounts payable by Borrower, which 
explanation and calculations shall be conclusive in the absence of ____ error.

NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this 
Agreement is in effect, Borrower shall not, without the prior written consent 
of Lender:

     CAPITAL EXPENDITURES. Make or contract to make capital expenditures, 
     including leasehold improvements, in any fiscal year in excess of 
     $4,000,000.00 or incur liability for contents of property (including 
     both real and personal property) in an amount which, together with 
     capital expenditures, shall in any fiscal year exceed such sum.

     INDEBTEDNESS AND LIENS. (a) Except for trade debt incurred in the normal 
     course of business and indebtedness to Lender contemplated by this 
     Agreement, create, incur or assume indebtness for borrowed money, 
     including capital leases, (b) sell, transfer, mortgage, assign, pledge, 
     lease, grant a security interest in, or encumber any of Borrower's 
     assets, or (c) sell with recourse any of Borrower's accounts, except to 
     Lender.

     CONTINUITY OF OPERATIONS. (a) Engage in any business activities 
     substantially different than those in which Borrower is presently 
     engaged, (b) cease operations, liquidate, merge, transfer, acquire or 
     consolidate with any other entity, change ownership, dissolve or 
     transfer or sell Collateral out of the ordinary course of business, (c) 
     pay any dividends on Borrower's stock (other than dividends payable in 
     its stock), provided, however that notwithstanding the foregoing, but 
     only so long as to Event of Default has occurred and is continuing or 
     would result from the payment of dividends. If Borrower is a "Subchapter 
     S Corporation" (as defined in the Internal Revenue Code of 1933, as 
     amended). Borrower may pay cash dividends on its stock to its 
     shareholders from time to time in amounts necessary to enable the 
     shareholders to pay income taxes and make estimated income tax payments 
     to satisfy their liabilities under federal and state law which also 
     solely from their status as Shareholders of a Subchapter S Corporation 
     because of their ownership of shares of stock of Borrower, or (d) 
     purchase or retire any of Borrower's outstanding shares or alter or 
     amend Borrower's capital structure.

     LOANS ACQUISITIONS AND GUARANTEES. (a) Loan, invest in or advance money 
     or assets, (b) purchase, create or acquire any interest in any 
     other enterprise or entity, or (c) incur any obligation as surety or 
     guarantor other than in the ordinary course of business.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to 
Borrower, whether under this Agreement or under any other agreement, Lender 
shall have no obligation to make Loan Advances or to disburse Loan proceeds 
if (a) Borrower or any Guarantor is in default under the terms of this 
Agreement or any of the Related Documents or any other agreement that 
Borrower or any Guarantor has with Lender; (b) Borrower becomes insolvent, 
files a petion in bankruptcy or similar proceedings, or is adjudged a 
bankrupt; (c) there occurs a material adverse change in Borrower's 
financial condition in the financial condition of any Guarantor, or in the 
value of any Collateral securing any loan; (d) any Guarantor books obtains 
or otherwise attempts to limit, modify or revoke such Guarantor's guaranty 
of the Loan or any other loan with Lender; or (e) Lender in good faith


<PAGE>

-------------------------------------------------------------------------------

02-13-1996                   BUSINESS LOAN AGREEMENT                  Page 4
Loan No 798-75                    (Continued)        
-------------------------------------------------------------------------------

deems itself insecure, even though no Event of Default shall have occurred.

ACCESS LAWS. Without limiting the generality of any provision of this 
agreement requiring Borrower to comply with applicable laws, rules, and 
regulations, Borrower agrees that it will at all times comply with applicable 
laws relating to disabled access including, but not limited to, all applicable 
titles of the Americans with Disabilities Act of 1990.

STATUTE OF FRAUDS DISCLOSURE. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN 
MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE 
NOT ENFORCEABLE UNDER WASHINGTON LAW.

OTHER FINANCIAL RATIOS. CASH FLOW COVERAGE 1.25 TO 1 (NET PROFIT AFTER TAXES 
PLUS INTEREST EXPENSE PLUS DEPRECIATION PLUS AMORTIZATION LESS DIVIDENDS LESS 
UNFUNDED CAPITAL EXPENDITURES DIVIDED BY CURRENT PORTION LONG TERM DEBT PLUS 
CURRENT PORTION CAPITAL LEASES PLUS INTEREST EXPENSE).

RIGHT OF SETOFF. Borrower grants to Lender a contractual possessory security 
interest in, and hereby assigns, conveys, delivers, pledges, and transfers to 
Lender all Borrower's right, title and interest in and to, Borrower's accounts 
with Lender (whether checking, savings, or some other account), including 
without limitation all accounts held jointly with someone else and all 
accounts Borrower may open in the future, excluding however all IRA, Keogh, 
and trust accounts. Borrower authorizes Lender, to the extent permitted by 
applicable law, to charge or setoff all sums owing on the indebtedness 
against any and all such accounts.

EVENTS OF DEFAULT. Each of the following shall constitute an Event of Default 
under this Agreement:

     DEFAULT ON INDEBTEDNESS. Failure of Borrower to make any payment when 
     due on the Loans.

     OTHER DEFAULTS. Failure of Borrower of any Grantor to comply with or to 
     perform when due any other form, obligation, covenant or condition 
     contained in this Agreement or in any of the Related Documents, or failure
     of Borrower to comply with or to perform any other form, obligation, 
     covenant or condition contained in any other agreement between Lender and 
     Borrower.

     FALSE STATEMENTS. Any warranty, representation or statement made or 
     furnished to Lender by or on behalf of Borrower or any Grantor under 
     this Agreement or the Related Documents is false or misleading in any 
     material respect, either now or at the time made or furnished.

     DEFECTIVE COLLATERALIZATION. This Agreement or any of the Related Documents
     ceases to be in full force and extent (including failure of any Security 
     Agreement to create a valid and perfected Security Interest) at any time 
     and for any reason.

     INSOLVENCY. The dissolution or termination of Borrower's existence as a 
     going business, the insolvency of Borrower, the appointment of a 
     receiver for any part of Borrower's property, any assignment for the 
     benefit of creditors, any type of creditor workout, or the commencement 
     of any proceeding under any bankruptcy or insolvency laws by or against 
     Borrower.

     CREDITOR OF FORFEITURE PROCEEDINGS. Commencement of foreclosure or 
     forfeiture proceedings, whether by judicial proceeding, self-help, 
     repossession or any other method, by any creditor or Borrower, any 
     creditor of any Grantor against any collateral securing the indebtedness, 
     or by any governmental agency. This includes a garnishment, attachment, 
     or levy on or of any of Borrower's deposit accounts with Lender. 
     However, the Event of Default shall not apply if there is a good faith 
     dispute by Borrower or Grantor, as the case may be, as to the validity or 
     reasonableness of the claim which is the basis of the creditor or 
     forfeiture proceeding, and if Borrower or Grantor gives Lender written 
     notice of the creditor or forfeiture proceeding and furnishes reserves 
     of a surety bond for the creditor or forfeiture proceeding satisfactory 
     to Lender.

     EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with 
     respect to any Guarantor of any of the Indebtedness or such Guarantor 
     dies or becomes incompetent or any Guarantor revokes any guaranty of the 
     Indebtedness. Lender, at its option, may, but shall not be required to, 
     permit the Guarantor's estate to assume unconditionally the obligations 
     arising under the guaranty in a manner satisfactory to Lender, and, in 
     doing so, cure the Event of Default.

     CHANGE IN OWNERSHIP. Any change in ownership of twenty-five percent 
     (25%) or more of the common stock of Borrower.

     INSECURITY. Lender, in good faith, deems itself Insecure.

     RIGHT TO CURE. If any default, other than a Default on Indebtedness, is 
     curable and if Borrower or Grantor, as the case may be, has not been given 
     a notice of a similar default within the preceding twelve (12) months, 
     it may be cured (and no Event of Default will have occurred) if Borrower 
     or Grantor, as the case may be, after receiving written notice from 
     Lender demanding cure of such default: (a) cures the default within fifteen
     (15) days; or (b) if the cure requires more than fifteen (15) days, 
     immediately initiates steps which Lender deems in Lender's sole 
     discretion to be sufficient to cure the default and thereafter continues 
     and completes all reasonable and necessary steps sufficient to produce 
     compliance as soon as reasonably practical.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, as 
commitments and obligations of Lender under this Agreement or the Related 
Documents or any other agreement immediately will terminate (including any 
obligation to make Loan Advances or disbursements), and, at Lender's option, 
all Loan's immediately will become due and payable, all without notice of any 
kind to Borrower, except that in the case of an Event of Default of the type 
described in the "Insolvency" subsection above, such acceleration shall be 
automatic and not optional.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part 
of this Agreement:

     AMENDMENTS. This Agreement, together with any Related Documents, 
     constitutes the entire understanding and agreement of the parties as to 
     the matters set forth in this Agreement. No alteration of or amendment 
     to this Agreement shall be effective unless given in writing and signed by
     the party or parties sought to be charged or bound by the alteration or 
     amendment.

     APPLICABLE LAW. This Agreement has been delivered to Lender and accepted by
     Lender in the State of Washington. If there is a lawsuit, Borrower agrees 
     upon Lender's request to submit to the jurisdiction of the courts of King 
     County, the State of Washington. Subject to the provisions on 
     arbitration, this Agreement shall be governed by and construed in 
     accordance with the laws of the State of Washington.

     ARBITRATION. Lender and Borrower agree that all disputes, claims and 
     controversies between them, whether individual, joint, or class in nature, 
     arising from this Agreement or otherwise, including without limitation 
     contract and tort disputes, shall be arbitrated pursuant to the Rules of 
     the American Arbitration Association, upon request of either party. No act
     to take or dispose of any Collateral shall constitute a waiver of this 
     arbitration agreement or be prohibited by this arbitration agreement.
     This includes, without limitation, obtaining injunctive relief or a 
     temporary restraining order; invoking a power of sale under any deed of 
     trust or mortgage; obtaining a writ of attachment or imposition of a 
     receiver; or exercising any rights relating to personal property, 
     including taking or disposing of such property with or without judicial 
     process pursuant to Article 9 of the Uniform Commercial Code. Any 
     disputes, claims, or controversies concerning the lawfulness or 
     reasonableness of any act, or exercise of any right, concerning any 
     Collateral, including any claim to rescind, reform, or otherwise modify any
     agreement relating to the Collateral, shall also be arbitrated, provided 
     however that no arbitrator shall have the right or the power to enjoin or 
     restrain any act of any party. Judgment upon any award rendered by any 
     arbitrator may be entered in any court having jurisdiction. Nothing in this
     Agreement shall preclude any party from seeking equitable relief from a 
     court of competent jurisdiction. The statute of limitations, estoppel, 
     waiver, laches, and similar doctrines which would otherwise be applicable 
     in an action brought by a party shall be applicable in any arbitration 
     proceeding, and the commencement of an arbitration proceeding shall be 
     deemed the commencement of an action for these purposes. The Federal 
     Arbitration Act shall apply to the construction, interpretation, and 
     enforcement of this arbitration provision.

     CAPTION HEADINGS. Caption headings in this Agreement are for convenience 
     purposes only and are not to be used to interpret or define the provisions 
     of this Agreement.

     MULTIPLE PARTIES; CORPORATE AUTHORITY. All obligations of Borrower under 
     this Agreement shall be joint and several, and all references to Borrower 
     shall mean each and every Borrower. This means that each of the persons 
     signing below is responsible for all obligations in this Agreement.

     CONSENT TO LOAN PARTICIPATION. Borrower agrees and consents to Lender's 
     sale or transfer, whether now or later, of one or more participation 
     interests in the Loans to one or more purchasers, whether related or 
     unrelated to Lender. Lender may provide, without any limitation whatsoever,
     to any one or more purchasers, or potential purchasers, any information or 
     knowledge Lender may have about Borrower or about any other matter relating
     to the Loan, and Borrower hereby waives any rights to privacy it may have 
     with respect to such matters. Borrower additionally waives any and all 
     notices of sale of participation interests, as well as all notices of any 
     repurchases of such participation interests. Borrower also agrees that the 
     purchasers of any such participation interests will be considered as the 
     absolute owners of such interests in the Loans and will have all the rights
     granted under the participation agreement or agreements governing the sale 
     of such participation interests. Borrower further waives all rights of 
     offset or counterclaim that it may have now or later against Lender or 
     against any purchaser of such a participation interest and unconditionally 
     agrees that other Lender or such purchaser may enforce Borrower's 
     obligation under the Loans irrespective of the failure or insolvency of 
     any holder of any interest in the Loans. Borrower further agrees that the 
     purchaser of any such participation interests may enforce its interests 
     irrespective of any personal claims or defenses that Borrower may have 
     against Lender.

     COSTS AND EXPENSES. Borrower agrees to pay upon demand all of Lender's 
     out-of-pocket expenses, including without limitation, attorneys' fees 
     incurred in connection with the preparation, execution, enforcement and 
     collection of this Agreement or in connection with the Loans made pursuant
     to this Agreement. Lender may pay someone else to help collect the Loans 
     and to enforce this Agreement, and Borrower will pay that amount. This 
     includes, subject to any limits under applicable law, Lender's attorneys' 
     fees and Lender's legal expenses, whether or not there is a lawsuit, 
     including attorneys' fees for bankruptcy proceedings (including efforts 
     to modify or vacate any automatic stay or injunction), appeals, and any 
     anticipated post-judgment collection concerns. Borrower also will pay any 
     court costs in addition to all other sums provided by law.













<PAGE>

02-13-1996             BUSINESS LOAN AGREEMENT                       Page 5
Loan No 798-75          (Continued) 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------



NOTICES. All notices required to be given under this Agreement shall be given 
in writing and shall be effective  when actually delivered or when deposited 
with a nationally recognized overnight courier or deposited in the United 
States mail, fist class, postage prepaid, addressed to the party to whom the 
notice is to be given at the address shown above. Any party may change its 
address for notices under this Agreement by giving formal written notice to 
the other parties, specifying that the purpose of the notice is to change the 
party's address. To the extent permitted by applicable law, if there is more 
than one Borrower, notice to any Borrower will constitute notice to all 
Borrowers. For notice purposes, Borrower agrees to keep Lender informed at 
all times of Borrower's current address(es).

SEVERABILITY. If a court of competent jurisdiction finds any provision of 
this Agreement to be invalid or unenforceable as to any person or 
circumstance, such finding shall not render that provision invalid or 
unenforceable as to any other persons or circumstances, if feasible, any such 
offending provision shall be deemed to be modified to be within the limits of 
enforceability or validity, however, if the offending provision cannot be so 
modified, it shall be stricken and all other provisions of this Agreement in 
all other respects shall remain valid and enforceable.

SUBSIDIARIES AND AFFILIATES OF BORROWER. To the extent the context of any 
provisions of this Agreement makes it appropriate, including without 
limitation any representation, warranty or covenant, the word "Borrower" as 
used herein shall include all subsidiaries and affiliates of Borrower. 
Notwithstanding the foregoing however, under no circumstances shall this 
Agreement be construed to require Lender to make any Loan or other financial 
accommodation to any subsidiary or affiliate of Borrower.

SUCCESSORS AND ASSIGNS. All covenants and agreements contained by or on 
behalf of Borrower shall bind its successors and assigns and shall inure to 
the benefit of Lender, its successors and assigns. Borrower shall not, 
however, have the right to assign its rights under this Agreement or any 
interest therein, without the prior written consent of Lender.

SURVIVAL. All warranties, representations, and covenants made by Borrower in 
this Agreement or in any certificate or other instrument delivered by 
Borrower to Lender under this Agreement shall be considered to have been 
relied upon by Lender and will survive the making of the Loan and delivery to 
Lender of the Related Documents, regardless of any investigation made by 
Lender or on Lender's behalf.

WAIVER. Lender shall not be deemed to have waived any rights under this 
Agreement unless such waiver is given in writing and signed by Lender. No 
delay or omission on the part of Lender in exercising any right shall operate 
as a waiver of such right or any other right. A waiver by Lender of a 
provision of this Agreement shall not prejudice or constitute a waiver of 
Lender's right otherwise to demand strict compliance with that provision or 
any other provision of this Agreement.  No prior waiver by Lender, nor any 
course of dealing between Lender and Borrower, or between Lender and any 
Grantor, shall constitute a waiver of any of Lender's rights or of any 
obligations of Borrower or of any Grantor as to any future transactions. 
Whenever the consent of Lender is required under this Agreement, the granting 
of such consent by Lender in any instance shall not constitute continuing 
consent in subsequent instances where such consent is required, and in all 
cases such consent may be granted or withheld in the sole discretion of 
Lender.

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN 
AGREEMENT, AND BORROWER AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AS OF 
FEBRUARY 13, 1996.


BORROWER:
GEOGRAPHICS, INC.


X  /s/ Ronald S. Deans
 ----------------------------------
   Authorized Officer CEO

LENDER:

U.S. BANK OF WASHINGTON, NATIONAL ASSOCIATION

By: /s/ Don Zimmerman
   ----------------------------------
    Vice President

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------




<PAGE>


REVOLVING CREDIT       ACCOUNTS RECEIVABLE/INVENTORY COLLATERAL

US BANK WILL GRANT REVOLVING CREDIT TO BORROWER UNDER THE FOLLOWING PROVISIONS:

COLLATERAL                                     LINE LIMIT: $12,000,000

ACCOUNTS RECEIVABLE

          ADVANCE RATE  80%         OF ELIGIBLE ACCOUNTS

          ELIGIBLE ACCOUNTS:        / X /  CURRENT - 90 DAYS DOI
                                    / X /  CURRENT - 120 DAYS DOI ON NATIONAL 
                                    /   /                       STORES


          INELIGIBLE ACCOUNTS

      X   ACCOUNTS WITH 25% OF OUTSTANDING AMOUNT OVER 90 DAYS DOI
      X   ACCOUNTS WITH 25% OF OUTSTANDING AMOUNT OVER 120 DAYS DOI ON NATIONAL 
           STORES
      X   ACCOUNTS DUE FROM OFFICERS, EMPLOYEES, AFFIL. COMPANIES AND INDIV.*
      X   ACCOUNTS SUBJECT TO SET OFF
      X   ACCOUNTS RESULTING FROM COD'S, FINANCE CHARGES AND CONSIGNMENT
      X   ACCOUNTS DUE FROM FOREIGN ENTITIES OR INDIVIDUALS*
      X   ACCOUNTS DUE FROM FEDERAL GOVERNMENT OR AGENCIES
      X   RETAININGS
      X   DATED BILLINGS

      *   Canadian Mega Store receivables of Geographics Marketing Canada, Inc.
          will be allowed on a pre-approved basis.

INVENTORY

          ADVANCE RATE  55%         MAXIMUM AMOUNT $3,500,000
                                    MAXIMUM AMOUNT $5,000,000 from 7-1-96 
                                      to 10-31-96

          ELIGIBLE INVENTORY
                          X   RAW MATERIAL               55%  $ ALL
                          X   WORK IN PROCESS            55%  $ ALL
                          X   FINISHED GOODS             55%  $ ALL

OPERATING PARAMETERS

          ADVANCE BASE          BORROWERS CERTIFICATE: SEMI-MONTHLY
          (FREQUENCY)

          BANKCONTROL ACCOU  X   YES

          AGINGS: A/P & A/R AGINGS DUE BY THE 20TH OF THE FOLLOWING MONTH

          ANNUAL INSPECTIONS BY USBW/COLLATERAL SERVICES DEPARTMENT

          US BANK OF WASHINGTON, N.A.                 GEOGRAPHICS, INC.
          BY: /s/ Don Zimmerman                       BY: /s/ Ronald S. Deans
          -----------------------                     -----------------------
          TITLE: VP                                   TITLE: CEO
          -----------------------                     -----------------------
          DATE:  2-14-96                              DATE:  2-14-96
          -----------------------                     -----------------------