Exhibit 4(b)


                          COLLATERAL AGENCY AGREEMENT



     COLLATERAL AGENCY AGREEMENT, dated as of May 15, 2003, among BLOUNT
INTERNATIONAL, INC., a Delaware corporation ("Holdings"), BLOUNT, INC., a
Delaware corporation ("Blount, Inc."), each of the Subsidiaries of Blount, Inc.
signatory hereto (Holdings, Blount, Inc., each such Subsidiary, together with
any other Subsidiary that may become a party hereto as provided herein, the
"Credit Parties"), and GENERAL ELECTRIC CAPITAL CORPORATION, as collateral agent
(in such capacity, the "Collateral Agent") for the holders from time to time of
the Secured Obligations (as defined below).

                             W I T N E S S E T H:

     WHEREAS, Holdings, Blount, Inc. and, as applicable, the other Credit
Parties are parties to (a) the Credit Agreement, dated as of May 15, 2003 (as
amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Holdings, Blount, Inc., the other Credit Parties
thereto, the Canadian Credit Parties, the several banks and other financial
institutions or entities from time to time parties thereto (the "Lenders"),
General Electric Capital Canada Inc., as Canadian Agent, and General Electric
Capital Corporation, as Agent, and (b) the Indenture dated as of June 18, 1998
(as amended, restated, supplemented or otherwise modified from time to time, the
"Existing Senior Notes Indenture") among Blount, Inc., Holdings and Lasalle
National Bank, as Trustee (the "Indenture Trustee");

     WHEREAS, in connection with the Credit Agreement certain of the Credit
Parties have entered into the Shared Collateral Documents (as defined below) in
order to secure, among other things, the Credit Agreement Obligations (as
defined below), and such Credit Parties have pledged collateral to the
Collateral Agent under such Shared Collateral Documents;

     WHEREAS, pursuant to the provisions of the Existing Senior Notes Indenture
as it exists on the date hereof, Blount, Inc. and Holdings may not, and may not
permit any of their respective Subsidiaries to, secure the Credit Agreement
Obligations with a Mortgage on any Principal Property or any shares of Capital
Stock or Debt (as such terms are defined in the Existing Senior Notes Indenture)
of Blount, Inc. or any of its Subsidiaries without equally and ratably securing
the Existing Senior Note Obligations (as defined below); and

     WHEREAS, the Credit Parties are entering into this Agreement, and have
requested the Collateral Agent to act as collateral agent hereunder, to enable
the Credit Parties to comply with the provisions of the Existing Senior Notes
Indenture. The Collateral Agent is willing to act as collateral agent hereunder
on the terms and subject to the conditions set forth in this Agreement.

     NOW, THEREFORE, the Credit Parties and the Collateral Agent hereby agree as
follows:

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SECTION 1.  DEFINED TERMS

     1.1  Incorporation by Reference. Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement.

     1.2  Certain Definitions. As used in this Agreement, the capitalized terms
defined in the recitals hereto shall have the meanings specified therein, and
the following terms have the meanings specified below:

     "COLLATERAL AGENT'S Fees" means all fees, costs and expenses of the
Collateral Agent of the type described in Sections 5.3, 5.4, 5.5 and 5.6.

     "CREDIT AGREEMENT OBLIGATIONS" shall have the meaning assigned to such term
in the Shared Pledge Agreement.

     "DEBT INSTRUMENTS" means (i) the Credit Agreement and the US Guaranty, and
(ii) the Existing Senior Notes Indenture.

     "DISTRIBUTION DATE" means the date on which any funds are distributed by
the Collateral Agent in accordance with the provisions of Section 4.1.

     "EVENT OF DEFAULT" means any "Event of Default" under the Credit Agreement
or any "Event of Default" under the Existing Senior Notes Indenture (as such
terms are defined in the Credit Agreement and the Existing Senior Notes
Indenture, respectively).

     "EXISTING SENIOR NOTE OBLIGATIONS" means the obligations (without
duplication) of Blount, Inc. and Holdings to pay the principal of, and premium,
if any, and interest on, the Existing Senior Notes; provided that the "EXISTING
SENIOR NOTE OBLIGATIONS" shall not in any event include any obligations in
respect of debt securities issued under the Existing Senior Notes Indenture
after the date hereof.

     "SECURED OBLIGATIONS" means, without duplication, (i) the Credit Agreement
Obligations and (ii) the Existing Senior Note Obligations.

     "SECURED PARTIES" means (i) the Lenders, (ii) the Swing Line Lender, (iii)
the Agent, (iv) the Canadian Agent, (v) the holders of the Existing Senior Notes
and (vi) the Indenture Trustee.

     "SHARED COLLATERAL" means the property and assets from time to time subject
to Liens under the Shared Collateral Documents and the amounts held from time to
time in the Shared Collateral Accounts.

     "SHARED COLLATERAL ACCOUNT" shall have the meaning specified in Section
3.1.

     "SHARED COLLATERAL DOCUMENTS" means the Shared Pledge Agreement, the Shared
Foreign Pledge Agreements and the Shared Mortgages.



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     "SHARED FOREIGN PLEDGE AGREEMENTS" means, collectively, (i) that certain
Commercial Pledge Agreement over Shares of even date herewith executed by
Blount, Inc. in favor of the Collateral Agent, pledging 65% of the Stock of
Blount Europe, S.A., a company formed under the laws of Belgium, (ii) that
certain Quota Pledge Agreement of even date herewith executed by Blount, Inc. in
favor of the Collateral Agent, pledging 65% of the Stock of Blount Industrial,
Ltd., a company formed under the laws of Brazil, (iii) that certain Share Pledge
Agreement of even date herewith executed by Blount, Inc. in favor of the
Collateral Agent, pledging 65% of the Stock of Svenska Blount Aktiebolag, a
company formed under the laws of Sweden, and Svenska Oregon AB, a company formed
under the laws of Sweden, and (iv) that certain Agreement on the Pledge of
Shares of even date herewith executed by Blount, Inc. in favor of the Collateral
Agent, pledging 65% of the Stock of Blount GmbH, a company formed under the laws
of Germany.

      "SHARED PLEDGE AGREEMENT" means the Shared Pledge Agreement dated as of
the date hereof made by the Credit Parties in favor of the Collateral Agent, for
the benefit of the Secured Parties.

      "SHARED MORTGAGES" means the Mortgages made in favor of the Collateral
Agent covering real property in which the Lien thereunder shall be granted for
the equal and ratable benefit of the Secured Parties.

      "TRIGGERING EVENT" means the occurrence of an Event of Default, the
acceleration of the principal amount of all Secured Obligations (to the extent
capable of being accelerated) under the terms of the Credit Agreement or the
Existing Senior Notes Indenture and receipt by the Collateral Agent of a written
notice to such effect from the Agent under the Credit Agreement or the Indenture
Trustee under the Existing Senior Notes Indenture.

            (a)   The words "hereof", "herein" and "hereunder", and words of
similar import, shall be construed to refer to this Agreement in its entirety
and not to any particular provision hereof. All references herein to Sections
shall, unless otherwise specified, be deemed to refer to Sections of this
Agreement.

SECTION 2.  STATUS OF SHARED COLLATERAL; REMEDIES

      2.1  STATUS OF SHARED COLLATERAL. The Collateral Agent hereby declares,
and each of the Credit Parties agrees, that the Collateral Agent holds the
Shared Collateral as agent under this Agreement for the equal and ratable
benefit of the Secured Parties as provided herein. By acceptance of the
benefits of this Agreement, each Secured Party (whether or not a signatory
hereto) (i) consents to the appointment of the Collateral Agent as agent
hereunder, (ii) confirms that the Collateral Agent shall have the authority to
act as the exclusive agent of such Secured Party for enforcement of any
remedies under or with respect to any Shared Collateral Document and the giving
or withholding of any consent or approval relating to any Shared Collateral or
any Credit Party's obligations with respect thereto and (iii) agrees that,
except as provided in this Agreement, it shall not take any action to enforce
any of such remedies or give any such consents or approvals.


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<PAGE>



     2.2  DETERMINATIONS RELATING TO SHARED COLLATERAL. In the event (i) the
Collateral Agent shall receive any written request from Holdings or any of its
Subsidiaries under any Shared Collateral Document for consent or approval with
respect to any matter or thing relating to any Shared Collateral or any Credit
Party's obligations with respect thereto or (ii) there shall be due to or from
the Collateral Agent under the provisions of any Shared Collateral Document any
material performance or the delivery of any material instrument or (iii) the
Collateral Agent shall become aware of any nonperformance by any Credit Party of
any covenant or any breach of any representation or warranty set forth in any
Shared Collateral Document, then, in each such event, the Collateral Agent shall
advise the Agent of the matter or thing as to which consent has been requested
or the performance or instrument required to be delivered or the nonperformance
or breach of which the Collateral Agent has become aware. The Requisite Lenders
shall have the exclusive authority to direct the Collateral Agent's response to
any of the events or circumstances contemplated in clauses (i), (ii) and (iii)
above.

      2.3 REMEDIES. Upon the occurrence of a Triggering Event, or upon receipt
of any written directions as contemplated by paragraph (b) of this Section 2.3,
the Collateral Agent shall, within 10 Business Days thereafter, notify the
Indenture Trustee and the Agent that a Triggering Event exists or that the
Collateral Agent has received such written directions, as the case may be,
enclosing with such notice a copy of the applicable notice or written
directions, as the case may be. In addition, the Collateral Agent shall notify
Blount, Inc. that a Triggering Event exists.

            (a)  Following the occurrence of a Triggering Event, the Collateral
Agent (in its discretion or at the direction of the Requisite Lenders) shall
have the exclusive right to direct the time, method and place of conducting any
proceeding for the exercise of any right or remedy available to the Collateral
Agent with respect to the Shared Collateral, or of exercising any power
conferred on the Collateral Agent, or for the taking of any other action
authorized by the Shared Collateral Documents. Nothing in this Section 2.3 shall
impair the right of the Collateral Agent in its discretion to take any action
deemed proper by the Collateral Agent and which is not inconsistent with such
direction by the Requisite Lenders.

      2.4  RIGHT TO MAKE ADVANCES.  In the event an advance of funds shall at
any time be required for the preservation or maintenance of any Shared
Collateral, the Collateral Agent, the Agent, the Canadian Agent or, with the
consent of Requisite Lenders, any Lender shall be entitled to make such advance
without notice to any Credit Party or any other Secured Party; provided,
however, that neither Collateral Agent nor Agent shall make advances under
this Section in excess of 10% of the US Borrowing Base unless Requisite Lenders
consent to such advances and Canadian Agent shall not make advances under this
Section in excess of 10% of the Canadian Borrowing Base unless Requisite
Lenders consent to such advance. Each such advance shall be reimbursed, with
interest accrued from the date such advance was made at the rate per annum at
which interest would then be payable on past due US Revolving Credit Advances
that are US Index Rate Loans under the Credit Agreement (the "Default Rate"),
by the US Borrowers upon demand by the Collateral Agent, the Agent, the
Canadian Agent or such Lender, as the case may be, and if the US Borrowers
fail to comply with any such demand, out of the proceeds of any Shared
Collateral distributed pursuant to clause First of Section 4.1. In the event
any Secured Party shall receive any funds which, under this Section 2.4, belong
to the Collateral Agent or any other Secured Party, such Secured Party shall
remit such funds promptly



                                      S-4
<PAGE>


to the Collateral Agent for distribution to the Collateral Agent or such other
Secured Party, as the case may be, and prior to such remittance shall hold such
funds separate from its own property and in trust for the Collateral Agent or
such other Secured Party, as the case may be.

      2.5 NATURE OF SECURED PARTIES' RIGHTS. All of the Secured Parties shall
be bound by any instruction or direction given by the Requisite Lenders
pursuant to this Section 2.

SECTION 3.  SHARED COLLATERAL ACCOUNTS.

      3.1  Shared Collateral Accounts. Following the occurrence of a Triggering
Event, the Collateral Agent shall establish and, at all times thereafter until
all proceeds of Shared Collateral due to the holders of the Existing Senior
Notes and the Indenture Trustee have been paid to such Secured Parties, there
shall be maintained with the Collateral Agent a separate collateral account
(each, a "Shared Collateral Account"; collectively, the "Shared Collateral
Accounts") for each of the Secured Parties in respect of its applicable Debt
Instruments. All funds on deposit in the Shared Collateral Accounts shall be
held, applied and disbursed by the Collateral Agent in accordance with the terms
of this Agreement.

      3.2  Investment of Funds. The Collateral Agent shall invest and reinvest
moneys on deposit in the Shared Collateral Accounts at any time in Cash
Equivalents. Blount, Inc. shall bear the risk of loss on any investment made
hereunder (except for such losses that result from the gross negligence or
willful misconduct of the Collateral Agent in failing to invest moneys on
deposit in the Shared Collateral Accounts in Cash Equivalents) and shall, upon
demand of the Collateral Agent to Blount, Inc., deliver immediately available
funds to the Collateral Agent in an amount equal to such loss or losses.

SECTION 4.  APPLICATION OF CERTAIN AMOUNTS

      4.1  Application of Proceeds. If, following acceleration of the principal
amount of any Debt Instrument and pursuant to the exercise of any remedy set
forth in any Shared Collateral Document, any Shared Collateral is sold or
otherwise realized upon by the Collateral Agent, the proceeds received by the
Collateral Agent in respect of such Shared Collateral shall be applied as soon
as practicable after receipt as follows:

      FIRST: To the Collateral Agent in an amount equal to the Collateral
Agent's Fees which are unpaid as of the applicable Distribution Date and to any
Secured Party which has theretofore advanced or paid any such Collateral Agent's
Fees in an amount equal to the amount thereof so advanced or paid by such
Secured Party and to reimburse to the Collateral Agent, the Agent, the Canadian
Agent and any Lender the amount of any advance made pursuant to Section 2.4
(with interest thereon at the Default Rate) or indemnity payments made under
Section 6.4(d);

      SECOND: Pro rata, (i) to the Agent, for the benefit of itself, the
Canadian Agent and the Lenders, in proportion to the amount of Secured
Obligations then owing to the Agent, the Canadian Agent and the Lenders (after
giving effect to any payments previously made under this Section), and (ii) to
the Indenture Trustee, for the benefit of itself and the holders of the Existing
Senior Note Obligations, in proportion to the amount of Secured Obligations then
owing to itself and the holders of the Existing Senior Note Obligations (after
giving effect to any payments previously made under this Section), until all the
Secured Obligations have been paid in full; and



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<PAGE>

      THIRD: After payment in full of all Secured Obligations, to the Credit
Parties or their successors or assigns, as their interests may appear, or to
whomsoever may be lawfully entitled to receive the same or as a court of
competent jurisdiction may direct.

      4.2  Application of Withheld Amounts. If at any time any proceeds of
Shared Collateral collected or received by the Collateral Agent are
distributable to any Secured Party pursuant to Section 4.1, and if such Secured
Party shall give notice (each, a "Withheld Amount Notice") that all or a
portion of such proceeds (each such amount, a "Withheld Amount") shall be held
by the Collateral Agent pending the application thereof to Secured Obligations
of such Secured Party, then, notwithstanding the provisions of Section 4.1, the
Collateral Agent shall hold such Withheld Amount in the applicable Shared
Collateral Account until such time as the applicable Secured Party shall
request the delivery thereof for application to Secured Obligations pursuant to
the provisions of Section 4.3.

      4.3   Release of Amounts in Shared Collateral Accounts.

            (a)  Amounts on deposit in a Shared Collateral Account with respect
to Secured Obligations shall be paid to the applicable Secured Party upon
receipt by the Collateral Agent of a certificate of such Secured Party setting
forth the name of the Person to whom payment should be made and the amount to be
delivered to such Person and, in the case of amounts on deposit in any Shared
Collateral Account relating to the Existing Senior Notes, stating that such
amount will be applied to the payment of Secured Obligations.

            (b)  If, at any time, funds are on deposit in a Shared Collateral
Account with respect to the Existing Senior Notes and the principal of and
accrued interest on and all other amounts due in respect of the Existing Senior
Notes have been paid in full, such funds shall be distributed and applied in
accordance with the provisions of Section 4.1 hereof.

      4.4  Payment Provisions. For the purposes of applying the provisions of
Section 4.1, all interest, fees and expenses to be paid on any of the Secured
Obligations pursuant to the terms of any Debt Instrument shall, as among the
Secured Parties and irrespective of whether such interest, fees and expenses are
or would be recognized or allowed in any bankruptcy or similar proceeding, be
treated as due and owing on the Secured Obligations.

SECTION 5.  AGREEMENTS WITH COLLATERAL AGENT

      5.1   Delivery of Debt Instruments.  On the date hereof, Blount, Inc.
shall deliver to the Collateral Agent a true and complete copy of each of the
Debt Instruments as in effect on the date hereof.  Promptly upon the execution
thereof, Blount, Inc. shall deliver to the Collateral Agent a true and complete
copy of any and all amendments, modifications or supplements to any Debt
Instrument.

      5.2  Information as to Holders. Blount, Inc. shall deliver to the
Collateral Agent from time to time upon request of the Collateral Agent a list
setting forth, by each Debt Instrument, (i) the aggregate principal amount
outstanding thereunder, (ii) the interest rate or rates then in effect
thereunder, and (iii) the names of the holders thereof and the unpaid principal
amount thereof owing to each such holder. Blount, Inc. shall furnish to the
Collateral Agent within 30 days of a request therefor a list setting forth the
name and address of each party to whom notices must be



                                      S-6
<PAGE>

sent under the Debt Instruments, and Blount, Inc. agrees to furnish promptly to
the Collateral Agent any changes or additions to such list.

      5.3  Compensation and Expenses. Each US Borrower, jointly and severally,
agrees to pay to the Collateral Agent, from time to time upon demand, (i)
compensation (which shall not be limited by any provision of law) for its
services hereunder, as heretofore agreed between the Collateral Agent and the US
Borrowers, and (ii) all of the reasonable fees, costs and expenses of the
Collateral Agent (including, without limitation, the reasonable fees and
disbursements of its counsel and such special counsel as the Collateral Agent
elects to retain) (a) arising in connection with the preparation, execution,
delivery, modification and termination of this Agreement, or the enforcement of
any provisions hereof, or (b) incurred or required to be advanced in connection
with the administration of this Agreement or any of the Shared Collateral
Documents or the preservation, protection or defense of the Collateral Agent's
rights under this Agreement and the Shared Collateral Documents and in and to
the Shared Collateral. The obligations of the US Borrowers under this Section
5.3 shall survive the termination of this Agreement.

      5.4  Stamp and Other Similar Taxes. Each US Borrower, jointly and
severally, agrees to indemnify and hold harmless the Collateral Agent and each
Secured Party from any present or future claim or liability for any mortgage,
stamp or other similar tax and any penalties or interest with respect thereto,
which may be assessed, levied or collected by any jurisdiction in connection
with this Agreement and the Shared Collateral Documents. The obligations of each
US Borrower under this Section 5.4 shall survive the termination of this
Agreement.

      5.5  Filing Fees, Excise Taxes, etc. Each US Borrower, jointly and
severally, agrees to pay or to reimburse the Collateral Agent for any and all
amounts in respect of all search, filing, recording and registration fees,
taxes, excise taxes and other similar imposts which may be payable or determined
to be payable in respect of the execution, delivery, performance and enforcement
of this Agreement to the extent the same may be paid or reimbursed by the US
Borrowers without subjecting the Collateral Agent, the Indenture Trustee, the
Agent, the Canadian Agent or any Lender to any civil or criminal liability. The
obligations of the US Borrowers under this Section 5.5 shall survive the
termination of this Agreement.

      5.6  Indemnification. (a) Each of the Credit Parties, jointly and
severally, agrees to pay, indemnify, and hold the Collateral Agent harmless from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of this Agreement and the Shared Collateral
Documents; provided, however, that the Collateral Agent shall not be indemnified
under this paragraph to the extent such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
are found by final judgment of a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of the Collateral
Agent.

      (b) In any suit, proceeding or action brought by the Collateral Agent with
respect to the Shared Collateral or for any sum owing in respect of Secured
Obligations, or to enforce the provisions of any Shared Collateral Document,
each of the Credit Parties, jointly and severally,


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shall save, indemnify and keep the Collateral Agent and each of the Secured
Parties harmless from and against all expense, loss or damage suffered by reason
of any defense, setoff, counterclaim, recoupment or reduction of liability
whatsoever incurred or suffered by the Collateral Agent or such Secured Party,
as the case may be, arising out of a breach by any Credit Party of any
obligation set forth in this Agreement, or any other Shared Collateral Document
and all such obligations of each Credit Party shall be and remain enforceable
against and only against such Credit Party and shall not be enforceable against
the Collateral Agent or any Secured Party. The provisions of this Section 5.6
shall survive the termination of this Agreement.

      5.7  Further Assurances. At any time and from time to time, upon the
written request of the Collateral Agent, and at the expense of the Credit
Parties, each Credit Party shall promptly execute and deliver any and all such
further instruments and documents and take such further action as Collateral
Agent reasonably deems necessary or desirable in obtaining the full benefits of
this Agreement.

SECTION 6.  THE COLLATERAL AGENT

      6.1  Certain Duties. The Collateral Agent's duties in respect of the
Shared Collateral and the Shared Collateral Documents shall include, without
limitation, the review of applications of the Credit Parties or others for
consents, waivers, releases or other matters relating to the Shared Collateral
and the Shared Collateral Documents and the prosecution following any Event of
Default of any action or proceeding or the taking of any nonjudicial remedial
action as shall be determined to be required pursuant to the provisions of
Sections 2.2 and 2.3. The Collateral Agent's sole duty with respect to the
custody, safekeeping and physical preservation of the Shared Collateral in its
possession, under Section 9-207 of the New York UCC or otherwise, shall be to
deal with such Shared Collateral in the same manner as it customarily deals with
similar collateral of other parties held by it. The duties of the Collateral
Agent shall be mechanical and administrative in nature and the Collateral Agent
shall not have, or be deemed to have, by reason of this Agreement, any Shared
Collateral Document or otherwise a fiduciary relationship in respect of any
Secured Party.

      6.2  Exculpatory Provisions. (a) The Collateral Agent shall not be
responsible in any manner whatsoever for the correctness of any recitals,
statements, representations or warranties herein contained, all of which are
made solely by the Credit Parties. The Collateral Agent makes no
representations as to the value or condition of the Shared Collateral or any
part thereof, or as to the title of the Credit Parties thereto or as to the
security afforded by the Shared Collateral Documents or this Agreement or as
to the validity, execution (except its own execution thereof), enforceability,
perfection, legality or sufficiency of the Shared Collateral Documents or this
Agreement or of the Secured Obligations, and the Collateral Agent shall incur
no liability or responsibility with respect to any such matters. The
Collateral Agent shall not be responsible for insuring the Shared Collateral
or for the payment of taxes, charges, assessments or Liens upon the Shared
Collateral or otherwise as to the maintenance of the Shared Collateral.

            (b)  The Collateral Agent shall not be required to ascertain or
inquire as to the performance by Holdings, Blount, Inc., the other Credit
Parties or any other person of any of the covenants or agreements contained
herein, in any Shared Collateral Document or in any Debt Instrument. Whenever it
is necessary, or in the opinion of the Collateral Agent advisable, for the


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Collateral Agent to ascertain the amount of Secured Obligations then held by a
Secured Party, the Collateral Agent may rely on a certificate of such Secured
Party (or, in the case of the Credit Agreement Obligations, the Agent, or, in
the case of the Existing Senior Notes Obligations, the Indenture Trustee) as to
such amount, and if any Secured Party (or, in the case of the Credit Agreement
Obligations, the Agent, and, in the case of the Existing Senior Notes
Obligations, the Indenture Trustee) shall not provide such information to the
Collateral Agent, such Secured Party shall not be entitled to receive payments
hereunder (in which case the amounts otherwise payable to such Secured Party
shall be held for such Secured Party in the applicable Shared Collateral
Account) until such Secured Party (or other Person, as specified above) has
provided such information to the Collateral Agent.

            (c)  The Collateral Agent shall not be personally liable for any
action taken or omitted to be taken by it in accordance with this Agreement or
any Shared Collateral Document or any Debt Instrument, except for such actions
or omissions that constitute gross negligence or willful misconduct by the
Collateral Agent. The Collateral Agent and its affiliates may make loans to,
accept deposits from and generally engage in any kind of business with Holdings
and its Subsidiaries as though the Collateral Agent were not the Collateral
Agent hereunder. With respect to the Loans made by it and all Secured
Obligations owing to it, the Collateral Agent shall have the same rights and
powers under this Agreement as any Lender and may exercise the same as though it
were not the Collateral Agent hereunder, and the terms "Lender" and "Lenders"
shall include the Collateral Agent in its individual capacity.

      6.3  Delegation of Duties. The Collateral Agent may execute any of the
powers hereof and perform any duty hereunder either directly or by or through
agents or attorneys-in-fact which it shall select with due care. The Collateral
Agent shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it.

      6.4  Reliance by Collateral Agent. (a) Whenever in the administration of
this Agreement or any of the Shared Collateral Documents the Collateral Agent
shall deem it necessary or advisable that a matter be proved or established in
connection with the taking of any action hereunder by the Collateral Agent, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively provided or established by a
certificate of an officer of Blount, Inc. delivered to the Collateral Agent, and
such officers' certificate shall be full warranty to the Collateral Agent for
any action taken, suffered or omitted in reliance thereon.

            (b) The Collateral Agent may consult with counsel, and any opinion
of such counsel (which may be in-house counsel for the Collateral Agent) shall
be full and complete authorization and protection in respect of any action taken
or suffered by it hereunder in accordance therewith. The Collateral Agent shall
have the right at any time to seek instructions concerning the administration of
this Agreement or any of the Shared Collateral Documents from any court of
competent jurisdiction.

            (c) The Collateral Agent may rely, and shall be fully protected in
acting, upon any resolution, statement, certificate, instrument, opinion,
report, notice, request, consent, order, bond or other paper or document which
it has no reason to believe to be other than genuine and to have been signed or
presented by the proper party or parties or, in the case of telecopies and


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<PAGE>


telexes, to have been sent by the proper party or parties. The Collateral Agent
may conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon any certificates or opinions furnished to
the Collateral Agent and conforming to the requirements of this Agreement or any
Shared Collateral Document.

            (d) The Collateral Agent shall not be under any obligation to
exercise any of the rights or powers vested in the Collateral Agent by this
Agreement unless the Collateral Agent shall have been provided adequate security
and indemnity against the costs, expenses and liabilities which may be incurred
by it in compliance with such request or direction, including, without
limitation, such reasonable advances as may be requested by the Collateral
Agent.

      6.5  Limitations on Duties of Collateral Agent. The Collateral Agent shall
not be liable with respect to any action taken or omitted to be taken by it in
accordance with the direction of the Requisite Lenders pursuant to Section 2.
Except as herein otherwise expressly provided, the Collateral Agent shall not be
under any obligation to take any action which is discretionary with the
Collateral Agent under the provisions hereof except upon the written request of
the Requisite Lenders pursuant to Section 2. The Collateral Agent shall make
available for inspection and copying by any Secured Party each certificate or
other paper furnished to the Collateral Agent by any Credit Party under or in
respect of this Agreement or any Shared Collateral Document.

      6.6  Moneys Held by the Collateral Agent. All moneys received by the
Collateral Agent under or pursuant to any provision of this Agreement shall be
held for the purposes for which they were paid or are held.

      6.7  Resignation or Removal of the Collateral Agent. (a) The Collateral
Agent may at any time, by giving 30 days' prior written notice to Blount, Inc.,
Lenders and the Indenture Trustee, resign and be discharged of the
responsibilities hereby created, such resignation to become effective upon the
earlier of (i) 30 days from the date of such notice and (ii) the appointment of
a successor Collateral Agent or Collateral Agents by the Requisite Lenders. At
any time that GE Capital is no longer a holder of any Commitments or Loans,
Requisite Lenders may remove Collateral Agent at any time, by giving 30 days'
prior written notice to Blount, Inc., Lenders and the Indenture Trustee,
whereupon GE Capital shall be discharged of the responsibilities hereby created,
such removal to become effective upon the earlier of (i) 30 days from the date
of such notice and (ii) the appointment of a successor Collateral Agent or
Collateral Agents by the Requisite Lenders. If no successor Collateral Agent or
Collateral Agents shall be appointed and approved within 30 days from the date
of the giving of the aforesaid notice of resignation or removal, the Collateral
Agent (notwithstanding the termination of all of its other duties and
obligations hereunder by reason of such resignation or removal) shall, or any
Secured Party or Blount, Inc. may, apply to any court of competent jurisdiction
to appoint a successor Collateral Agent or Collateral Agents (which may be an
individual or individuals) to act until such time, if any, as a successor
Collateral Agent or Collateral Agents shall have been appointed as above
provided. Any successor Collateral Agent or Collateral Agents so appointed by
such court shall immediately and without further act be superseded by any
successor Collateral Agent or Collateral Agents approved by the Requisite
Lenders as above provided.


                                      S-10
<PAGE>

            (b) If at any time the Collateral Agent shall resign, be removed
pursuant to Section 6.7(a), or otherwise become incapable of acting, or if at
any time a vacancy shall occur in the office of Collateral Agent for any other
cause, a successor Collateral Agent or Collateral Agents may be appointed by the
Requisite Lenders, and the powers, duties, authority and title of the
predecessor Collateral Agent or Collateral Agents terminated and canceled
without procuring the resignation of such predecessor Collateral Agent or
Collateral Agents, and without any other formality (except as may be required by
applicable law) other than appointment and designation of a successor Collateral
Agent or Collateral Agents in writing, duly acknowledged, delivered to the
predecessor Collateral Agent or Collateral Agents, and filed for record in each
public office, if any, in which this Agreement is required to be filed.

            (c) The appointment and designation referred to in Section 6.7(b)
shall, after any required filing, be full evidence of the right and authority to
make the same and of all the facts therein recited, and this Agreement shall
vest in such successor Collateral Agent or Collateral Agents, without any
further act, deed or conveyance, all of the estate and title of its predecessor
or their predecessors, and upon such filing for record the successor Collateral
Agent or Collateral Agents shall become fully vested with all the estates,
properties, rights, powers, duties, authority and title of its predecessor or
their predecessors; but such predecessor or predecessors shall, nevertheless, on
the written request of the Requisite Lenders or their successor Collateral Agent
or Collateral Agents, execute and deliver an instrument transferring to such
successor or successors all the estates, properties, rights, powers, duties,
authority and title of such predecessor or predecessors hereunder and shall
deliver all securities and moneys held by it or them to such successor
Collateral Agent or Collateral Agents.

            (d) Any required filing for record of the instrument appointing a
successor Collateral Agent or successor Collateral Agents as hereinabove
provided shall be at the expense of the US Borrowers.

            (e) The indemnification provisions herein shall continue to inure to
the benefit of GE Capital or any successor Collateral Agent as to any actions
taken or omitted to be taken by it while it was acting as Collateral Agent under
this Agreement.

      6.8  Status of Successors to Collateral Agent. Except as permitted by
Section 6.7, every successor to the Collateral Agent appointed pursuant to
Section 6.7 shall be a US Lender, if a US Lender is willing to accept such
appointment, or otherwise shall be a commercial bank or financial institution or
a subsidiary of a commercial bank or financial institution if such commercial
bank or financial institution is organized under the laws of the United States
or any state thereof and has combined capital and surplus of at least
$300,000,000.

      6.9 Merger of Collateral Agent. Any Person into which the Collateral
Agent may be merged, or with which it may be consolidated, or any Person
resulting from any merger or consolidation to which Collateral Agent shall be
a party, shall be Collateral Agent under this Agreement without the execution
or filing of any paper or any further act on the part of the parties hereto.

      6.10  Appointment of Additional and Separate Collateral Agent. Whenever
(i) the Collateral Agent shall deem it necessary or prudent in order to
conform to any law of any


                                      S-11
<PAGE>

jurisdiction in which all or any part of the Shared Collateral shall be
situated or to make any claim or bring any suit with respect to or in
connection with the Shared Collateral, or (ii) the Collateral Agent shall be
advised by counsel satisfactory to it that it is so necessary or prudent in the
interest of the Secured Parties, then in any such case, the Collateral Agent
shall execute and deliver from time to time all instruments and agreements
necessary or proper to constitute another bank or financial institution or one
or more persons approved by the Collateral Agent either to act as additional
agent or agents with respect to all or any part of the Shared Collateral,
jointly with the Collateral Agent, or to act as separate agent or agents of all
or any part of the Shared Collateral, in any such case with such powers as may
be provided in such instruments or agreements, and to vest in such bank,
financial institution or person as such additional agent or separate agent, as
the case may be, any property, title, right or power of the Collateral Agent
deemed necessary or advisable by the Collateral Agent. Each of the Credit
Parties hereby consents to all actions taken by the Collateral Agent under the
foregoing provisions of this Section 6.10.

SECTION 7.  RELEASE OF SHARED COLLATERAL AND SHARED COLLATERAL DOCUMENTS;
EXPIRATION OF CERTAIN RIGHTS

      7.1  Release of Shared Collateral and Shared Collateral Documents;
Expiration of Rights of Certain Secured Parties. Notwithstanding any contrary
provision herein, the Shared Collateral and the Shared Collateral Documents
shall be assigned to (i) the Agent for the benefit of itself, the Canadian
Agent, the Lenders and the other holders of Credit Agreement Obligations (and
such assignment confirmed in a written instrument in form satisfactory to the
Requisite Lenders) on the earlier of the date (a) on which all the Existing
Senior Note Obligations shall have been paid to the holders thereof or (b) that
is 10 days after the provisions of the Existing Senior Note Indenture that
require equal and ratable security shall be held by a court of competent
jurisdiction to be invalid, void or unenforceable, or (ii) the Credit Parties on
the date on which all the Credit Agreement Obligations have been paid in full,
the Commitments have been terminated and no Letters of Credit are outstanding,
the Agent has given written notice thereof to the Collateral Agent and all the
Collateral Agent's Fees have been paid in full.

      7.2  Releases of Shared Collateral. At any time, the Lien of any Shared
Collateral Document may be released in whole or in part by the Collateral Agent
pursuant to written directions signed by the applicable Lenders required under
the Credit Agreement or by the Agent. No such release shall require any consent
or approval by any other Secured Party.

      7.3  Amendment of Shared Collateral Documents. At any time, the Requisite
Lenders under the Credit Agreement shall have the exclusive authority to direct
the Collateral Agent to amend any provision of any Shared Collateral Document,
without any consent or approval of, or prior notice to, any other Secured Party;
provided, however, that, after the occurrence and during the continuance of a
Triggering Event, no such amendment, supplement or waiver shall without the
written consent of the Indenture Trustee adversely affect the rights of the
holders of the Existing Senior Notes to equal and ratable security to the extent
and for the periods contemplated by this Agreement.

SECTION 8.  MISCELLANEOUS


                                      S-12
<PAGE>

      8.1  Equal and Ratable Security. This Agreement is intended solely to
comply with the provisions of the Existing Senior Notes Indenture to secure the
unpaid principal of, premium, if any, and accrued interest on the Existing
Senior Notes, equally and ratably with the Credit Agreement Obligations in
respect of each Mortgage on Principal Property and any shares of Capital Stock
or Debt (as such terms are defined in the Existing Senior Notes Indenture) of
Blount, Inc. and its Subsidiaries. To the extent that the rights and benefits
herein or in any of the Shared Collateral Documents conferred on the holders of
the Existing Senior Notes or the Indenture Trustee shall be held to exceed the
rights and benefits required so to be conferred by such provisions, such rights
and benefits shall be limited so as to provide to such holders and the Indenture
Trustee only those rights and benefits that are required by such provisions. Any
and all rights not herein expressly given to the Indenture Trustee are expressly
reserved to the Agent, the Canadian Agent and the Lenders, it being understood
that in the absence of a requirement to provide equal and ratable security set
forth in the Existing Senior Notes Indenture, this Agreement would not have been
accepted by the Agent, the Canadian Agent or the Lenders.

      8.2  Amendments, Supplements and Waivers. With the written consent of the
Requisite Lenders or all Lenders, as required under the Credit Agreement, the
Collateral Agent and the Credit Parties may from time to time amend, supplement
or waive any provision hereof; provided, however, that, after the occurrence and
during the continuance of a Triggering Event, no such amendment, supplement or
waiver shall without the written consent of the Indenture Trustee adversely
affect the rights of the holders of the Existing Senior Notes to equal and
ratable security to the extent and for the periods contemplated by this
Agreement. Any such amendment, supplement or waiver shall be binding upon the
Secured Parties and their respective successors and assigns.

      8.3  Notices. All notices, requests, demands and other communications
provided for or permitted hereunder shall be in writing (including telecopy
communications) and shall be sent by mail, telecopier, overnight courier or hand
delivery:

                   (i)  If to any Credit Party, to Blount, Inc. at its address
at: 4409 S.E. International Way, Portland, Oregon 97222 Attention: General
Counsel and Chief Financial Officer, or at such other address as shall be
designated by it in a written notice to the Collateral Agent.

                   (ii)  If to the Collateral Agent, to it at its address at:
1100 Abernathy Road, Suite 900, Atlanta, Georgia 30328, Attention: Blount, Inc.
Account Manager, with a copy to General Electric Capital Corporation, 201 High
Ridge Road, Stamford, Connecticut 06927, Attention: Corporate Counsel -
Commercial Finance, with a copy to Paul, Hastings, Janofsky & Walker LLP, 600
Peachtree Street, N.E., Suite 2400, Atlanta, GA 30308-2222, Attention: Jesse H.
Austin III, Esq., or at such other address as shall be designated by it in a
written notice to Blount, Inc. and the Secured Parties.

                   (iii)  If to the Indenture Trustee, to it at its address at:
135 South LaSalle Street, Chicago, Illinois 60603, Attention: Corporate Trust
Services Division, or at such other address as shall be designated by it in a
written notice to Blount, Inc. and the Collateral Agent.


                                      S-13
<PAGE>


                   (iv)  If to the Agent, to it at its address at: 1100
Abernathy Road, Suite 900, Atlanta, Georgia 30328, Attention: Blount, Inc.
Account Manager, with a copy to General Electric Capital Corporation, 201 High
Ridge Road, Stamford, Connecticut 06927, Attention: Corporate Counsel -
Commercial Finance, with a copy to Paul, Hastings, Janofsky & Walker LLP, 600
Peachtree Street, N.E., Suite 2400, Atlanta, GA 30308-2222, Attention: Jesse H.
Austin III, Esq., or at such other address as shall be designated by it in a
written notice to Blount, Inc. and the Collateral Agent.

      All such notices, requests, demands and communications shall be deemed to
have been duly given or made, when delivered by hand, 3 Business Days after
being deposited in the mail, postage prepaid, 1 Business Day after deposit with
a reputable overnight courier with all charges prepaid and when telecopied;
provided, however, that any notice, request, demand or other communication to
the Collateral Agent shall not be effective until received.

      8.4 Headings. Headings used in this Agreement are for convenience only and
shall not affect the construction of this Agreement.

      8.5 Severability. In the event any one or more of the provisions contained
in this Agreement should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby (it being
understood that the invalidity of a particular provision in a particular
jurisdiction shall not in and of itself affect the validity of such provision in
any other jurisdiction). The parties shall endeavor in good-faith negotiations
to replace the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of
the invalid, illegal or unenforceable provisions.

      8.6  Dealings with the Credit Parties. Upon any application or demand by
any Credit Party to the Collateral Agent to take or permit any action under any
of the provisions of this Agreement or under any Shared Collateral Document or
such Credit Party, as appropriate, shall furnish to the Collateral Agent a
certificate of an appropriate officer stating that all conditions precedent, if
any, provided for in this Agreement or such Shared Collateral Document, as the
case may be, relating to the proposed action have been complied with, except
that in the case of any such application or demand as to which the furnishing of
such documents is specifically required by any provision of this Agreement or
any Shared Collateral Document relating to such particular application or
demand, no additional certificate or opinion need be furnished.

      8.7  Binding Effect. This Agreement shall be binding upon and inure to the
benefit of each of the parties hereto and shall inure to the benefit of the
Secured Parties and their respective successors and assigns, and nothing herein
or in any Shared Collateral Document is intended or shall be construed to give
any other person any right, remedy or claim under, to or in respect of this
Agreement, the Shared Collateral or the Shared Collateral Documents.

      8.8  Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICTS OF LAWS, EXCEPT AS REQUIRED BY MANDATORY
PROVISIONS OF LAW.


                                      S-14
<PAGE>


      8.9 Counterparts. This Agreement may be executed in separate counterparts,
each of which shall be an original and all of which taken together shall
constitute one and the same instrument.

      8.10  Consent to Jurisdiction and Service of Process. Each Credit Party
hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of any New York State court or Federal court of
the United States of America sitting in New York City, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement or any Shared Collateral Document, or for recognition or enforcement
of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that, to the extent permitted by applicable law, all
claims in respect of any such action or proceeding may be heard and determined
in such New York State or, to the extent permitted by law, in such Federal
court. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Collateral Agent or
any other Secured Party may otherwise have to bring any action or proceeding
relating to this Agreement or the other Shared Collateral Documents or Loan
Documents against any Credit Party or its properties in the courts of any
jurisdiction.

            (a)  Each Credit Party hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating to this Agreement in any
New York State or Federal court. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

            (b)  Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 8.3. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

      8.11  Waiver Of Jury Trial. THE PARTIES HERETO KNOWINGLY WAIVE ALL RIGHT
TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN THE PARTIES
ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AGREEMENT OR THE TRANSACTIONS
RELATED THERETO.

      8.12  Additional Credit Parties. Each new Subsidiary of any Borrower that
is required to become a party to this Agreement pursuant to Section 5.13 of the
Credit Agreement shall become a Credit Party for all purposes of this Agreement
upon execution and delivery by the Collateral Agent and such Subsidiary of an
instrument in the form of Annex I. The execution and delivery of such instrument
shall not require the consent of any other party hereunder. The rights and
obligations of each Credit Party hereunder shall remain in full force and effect
notwithstanding the addition of any new Subsidiary as a party to this Agreement.


                                      S-15
<PAGE>


                  [remainder of page intentionally left blank]






                                      S-16
<PAGE>


      IN WITNESS WHEREOF, each of the undersigned has caused this COLLATERAL
AGENCY AGREEMENT to be duly executed and delivered as of the date first above
written.

CREDIT PARTIES:                            BLOUNT, INC., a Delaware corporation

                                           By: _________________________________
                                           Name: _______________________________
                                           Title: ______________________________


                                           BLOUNT INTERNATIONAL, INC., a
                                           Delaware corporation

                                           By: _________________________________
                                           Name: _______________________________
                                           Title: ______________________________


                                           FABTEK CORPORATION, a Michigan
                                           corporation

                                           By: _________________________________
                                           Name: _______________________________
                                           Title: ______________________________


                                           GEAR PRODUCTS, INC., an Oklahoma
                                           corporation

                                           By: _________________________________
                                           Name: _______________________________
                                           Title: ______________________________


                                           DIXON INDUSTRIES, INC., a Kansas
                                           corporation

                                           By: _________________________________
                                           Name: _______________________________
                                           Title: ______________________________

<PAGE>

                                           FREDERICK MANUFACTURING CORPORATION,
                                           a Delaware corporation

                                           By: _________________________________
                                           Name: _______________________________
                                           Title: ______________________________


                                           OMARK PROPERTIES, INC., an Oregon
                                           corporation

                                           By: _________________________________
                                           Name: _______________________________
                                           Title: ______________________________


                                           WINDSOR FORESTRY TOOLS LLC, By:
                                           Blount, Inc., its sole member

                                           By: _________________________________
                                           Name: _______________________________
                                           Title: ______________________________


                                           4520 CORP., INC., a Delaware
                                           corporation

                                           By: _________________________________
                                           Name: _______________________________
                                           Title: ______________________________


                                           BI, L.L.C.,
                                           By:  Blount, Inc., its managing
                                           member

                                           By: _________________________________
                                           Name: _______________________________
                                           Title: ______________________________



<PAGE>




      COLLATERAL AGENT:                    GENERAL ELECTRIC CAPITAL
                                           CORPORATION, as Collateral Agent



                                           By: __________________________
                                           Name:
                                           Title:




<PAGE>


                                 Annex 1 to the
                           COLLATERAL AGENCY AGREEMENT

      SUPPLEMENT NO.    ____dated as of___________, to the COLLATERAL AGENCY
AGREEMENT dated as of May 15, 2003 (the "Collateral Agency Agreement"), among
Blount International, Inc., a Delaware corporation ("Holdings"), Blount, Inc.,
a Delaware corporation ("Blount, Inc."), each of the Subsidiaries of the
Blount, Inc. party thereto (Holdings, Blount, Inc., each such Subsidiary,
together with any other Subsidiary that may become a party hereto as provided
herein, the "Credit Parties"), and General Electric Capital Corporation, as
collateral agent (in such capacity, the "Collateral Agent") for the holders
from time to time of the Secured Obligations (as defined in the Collateral
Agency Agreement).

      Reference is made to the Credit Agreement, dated as of May 15, 2003 (as
amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Holdings, Blount, Inc., the other Credit Parties
thereto, the Canadian Credit Parties, the several banks and other financial
institutions or entities from time to time parties thereto (the "Lenders"),
General Electric Capital Canada Inc., as Canadian Agent, and General Electric
Capital Corporation, as Agent (in such capacity, the "Agent").

      Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to such terms in the Collateral Agency Agreement or, if
not defined in the Collateral Agency Agreement, in the Credit Agreement.

      The Credit Parties have entered into the Collateral Agency Agreement in
order to induce the Lenders to make extensions of credit under the Credit
Agreement. Each new Subsidiary of Blount, Inc. that is required to become a
party to the Shared Pledge Agreement pursuant to Section 5.13 of the Credit
Agreement is required to enter into the Collateral Agency Agreement. Section
8.12 of the Collateral Agency Agreement provides that such Subsidiaries may
become party to the Collateral Agency Agreement by execution and delivery of an
instrument in the form of this Supplement. The undersigned Subsidiary (the "New
Credit Party") is executing this Supplement in accordance with the requirements
of the Credit Agreement in order to induce the Lenders to make additional
extensions of credit thereunder and as consideration for extensions of credit
previously made.

      Accordingly, the Collateral Agent and the New Credit Party agree as
follows:

      Section 1.  Collateral Agency Agreement. In accordance with Section 8.12
of the Collateral Agency Agreement, the New Credit Party by its signature below
becomes a Credit Party under the Collateral Agency Agreement with the same force
and effect as if originally named therein as an Credit Party and the New Credit
Party hereby agrees to all the terms and provisions of the Collateral Agency
Agreement applicable to it as an Credit Party thereunder. Each reference to a
"Credit Party" in the Collateral Agency Agreement shall be deemed to include the
New Credit Party. The Collateral Agency Agreement is hereby incorporated herein
by reference.

      Section 2.  Representations and Warranties. The New Credit Party
represents and warrants to the Collateral Agent and the other Secured Parties
that this Supplement has been duly

<PAGE>

authorized, executed and delivered by it and constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms.

      Section 3.  Counterparts; Effectiveness. This Supplement may be executed
in counterparts, each of which shall constitute an original, but all of which
when taken together shall constitute a single contract. This Supplement shall
become effective when the Collateral Agent shall have received counterparts of
this Supplement that, when taken together, bear the signatures of the New Credit
Party and the Collateral Agent. Delivery of an executed signature page to this
Supplement by facsimile transmission shall be as effective as delivery of a
manually signed counterpart of this Supplement.

      Section 4.  Full Force and Effect. Except as expressly supplemented
hereby, the Collateral Agency Agreement shall remain in full force and effect.

      SECTION 5.  GOVERNING LAW. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS, EXCEPT AS REQUIRED BY
MANDATORY PROVISIONS OF LAW.

      Section 6.  Expenses of Collateral Agent. The New Credit Party agrees to
reimburse the Collateral Agent for its reasonable out-of-pocket expenses in
connection with this Supplement, including the reasonable fees, other charges
and disbursements of counsel for the Collateral Agent.

      IN WITNESS WHEREOF, the New Credit Party and the Collateral Agent have
duly executed this Supplement to the Collateral Agency Agreement as of the day
and year first above written.


                                                 NEW CREDIT PARTY
                                                 ----------------------------
                                                 [NAME OF SUBSIDIARY THAT
                                                 IS THE NEW CREDIT PARTY]

                                                 By: ___________________________
                                                 Name:
                                                 Title:



                                                 COLLATERAL AGENT
                                                 ------------------------------
                                                 GENERAL ELECTRIC CAPITAL
                                                 CORPORATION, as Collateral
                                                 Agent

                                                 By: ___________________________
                                                 Name:
                                                 Title: