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                                                             EXECUTION COPY
     

                   GUARANTEE AGREEMENT
 

                       GUARANTEE AGREEMENT dated as of June 24, 1997, among
                 INTEGRITY HOLDINGS, INC., a Delaware corporation (the
                 "GUARANTOR") and THE CHASE MANHATTAN BANK, a New York banking
                 corporation, as representative for the Secured Parties (as
                 defined in the Pledge Agreement dated as of June 24, 1997 among
                 the Borrower, the Guarantor and the Representative) (in such
                 capacity, the "REPRESENTATIVE").

            Reference is made to the Credit Agreement dated as of June 27,
1997(as amended, supplemented or otherwise modified from time to time, 
the "CREDIT AGREEMENT"), among the Borrower, the financial institutions 
party thereto as lenders (the "LENDERS") and The Chase Manhattan Bank, 
as administrative agent (in such capacity, the "ADMINISTRATIVE AGENT").  
The Lenders have agreed to extend credit to the Borrower pursuant to, 
and subject to the terms and conditions specified in, the Credit 
Agreement.  The Guarantor is a wholly owned Subsidiary of the Borrower 
and acknowledges that it will derive substantial benefit from the making 
of the Loans by the Lenders.  The obligations of the Lenders to extend 
credit under the Credit Agreement are conditioned upon, among other 
things, the execution and delivery by the Guarantor of a guarantee
agreement in the form hereof.  As consideration therefor and in order to 
induce the Lenders to make Loans, the Guarantor is willing to execute 
this Agreement. Terms used herein and not otherwise defined herein shall 
have the meanings set forth in the Credit Agreement.
     
            Accordingly, the parties hereto agree as follows:
     
            SECTION 1.  GUARANTEE.  The Guarantor unconditionally guarantees,
as a primary obligor and not merely as a surety, (a) the due and 
punctual payment by the Borrower of (i) the principal of and interest on 
the Loans, when and as due, whether at maturity, by acceleration, upon 
one or more dates set for prepayment or otherwise and (ii) all other 
monetary obligations of the Borrower to the Secured Parties under the 
Credit Agreement and the other Loan Documents to which the Borrower is 
or is to be a party, (b) the due and punctual performance of all other 
obligations of the Borrower under the Credit Agreement and the other Loan
Documents to which the Borrower is or is to be a party and (c) the due and
punctual payment of all obligations in respect of all Permitted Swaps that
provide, in the respective instruments creating such Permitted Swaps,
that such Permitted Swaps are to be guaranteed pursuant hereto (each 
such Permitted Swap being referred to herein as a "PERMITTED SECURED 
SWAP") (all the foregoing obligations referred to in the preceding 
clauses (a) through (c) being collectively called the "OBLIGATIONS").  
The Guarantor further agrees that the Obligations may be extended or 
renewed, in whole or in part, without notice to or further assent from 
it, and that it will remain bound upon its guarantee notwithstanding any 
extension or renewal of any Obligation.
     
            Anything contained in this Agreement to the contrary
notwithstanding, the obligations of the Guarantor hereunder shall be limited to 
a maximum aggregate amount equal to the greatest amount that would not render
the Guarantor's obligations hereunder subject to avoidance as a fraudulent 
transfer or conveyance under Section 548 of Title 11 of the United States Code 
or any provisions of applicable state law (collectively, the "FRAUDULENT 
TRANSFER LAWS"), in each case after giving effect to all other liabilities of 
the Guarantor, contingent or otherwise, that are relevant under the Fraudulent
Transfer Laws (specifically excluding, however, any liabilities of the Guarantor
(a) in respect of intercompany indebtedness to the Borrower or Affiliates of the
Borrower to the extent that such indebtedness would be discharged in an amount
equal to the amount paid by the Guarantor hereunder and (b) under any Guarantee
of senior unsecured indebtedness or Indebtedness subordinated in right of
payment to the Obligations which Guarantee contains a limitation as to maximum
amount similar to that set forth in this paragraph, pursuant to which the
liability of the Guarantor hereunder is included in the liabilities taken into
account in determining such maximum amount) and after giving effect as assets to
the value (as determined under the applicable provisions of the Fraudulent
Transfer Laws) of any rights to subrogation, contribution, reimbursement,
indemnity or similar rights of the Guarantor pursuant to (i) applicable law or
(ii) any agreement providing for an equitable allocation among the Guarantor and
other Affiliates of the Borrower of obligations arising under guarantees by such
parties.

            SECTION 2.  OBLIGATIONS NOT WAIVED; NO DISCHARGE OR DIMINISHMENT 
OF GUARANTEE.  To the fullest extent permitted by applicable law, the 
Guarantor waives presentment to,


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demand of payment from and protest to the Borrower of any of the 
Obligations, and also waives notice of acceptance of its guarantee and 
notice of protest for nonpayment.  To the fullest extent permitted by 
applicable law, the obligations of the Guarantor hereunder shall not be 
subject to any reduction, limitation, impairment or termination for any 
reason (other than the indefeasible payment in full in cash of the 
Obligations), including any claim of waiver, release, surrender, 
alteration or compromise of any of the Obligations, and shall not be 
subject to any defense or setoff, counterclaim, recoupment or termination 
whatsoever by reason of the invalidity, illegality or unenforceability of 
the Obligations or otherwise.  Without limiting the generality of the 
foregoing, the obligations of the Guarantor hereunder shall not be 
discharged or impaired or otherwise affected by (a) the failure of the 
Representative or any other Secured Party to assert any claim or demand 
or to enforce or exercise any right or remedy against the Borrower under 
the provisions of the Credit Agreement, any other Loan Document or any 
other agreement, (b) any rescission, waiver, amendment or modification 
of, or any release from any of the terms or provisions of this 
Agreement, any other Loan Document, any Guarantee or any other 
agreement, (c) any default, failure or delay, wilful or otherwise, in the 
performance of the Obligations, (d) any other act or omission that may or 
might in any manner or to any extent vary the risk of the Guarantor or 
that would otherwise operate as a discharge of the Guarantor as a matter 
of law or equity (other than the indefeasible payment in full in cash of 
all the Obligations) or (e) the failure to perfect any security interest 
in, or the release of, any of the security held by or on behalf of the 
Representative or any other Secured Party.
     
            SECTION 3.  GUARANTEE OF PAYMENT.  The Guarantor further agrees 
that its guarantee constitutes a guarantee of payment when due and not 
of collection, and waives any right to require that any resort be had by 
the Representative or any other Secured Party to any of the security 
held for payment of the Obligations or to any balance of any deposit 
account or credit on the books of the Representative or any other 
Secured Party in favor of the Borrower or any other person.

            SECTION 4.  DEFENSES OF BORROWER WAIVED.  To the fullest extent
permitted by applicable law, the Guarantor waives any defense based on or  
arising out of any defense of the Borrower or the unenforceability of the 
Obligations or any part thereof from any cause, or the cessation from 
any cause of the liability of the Borrower, other than the final and 
indefeasible payment in full in cash of the Obligations.
     
            SECTION 5.  AGREEMENT TO PAY; SUBORDINATION.  In furtherance of 
the foregoing and not in limitation of any other right that the 
Representative or any other Secured Party has at law or in equity 
against the Guarantor by virtue hereof, upon the failure of the Borrower 
or any other Loan Party to pay any Obligation when and as the same shall 
become due, whether at maturity, by acceleration, after notice of 
prepayment or otherwise, the Guarantor hereby promises to and will 
forthwith pay, or cause to be paid, to the Representative or such other 
Secured Party as designated thereby in cash the amount of such unpaid 
Obligations.  Upon payment by the Guarantor of any sums to the
Representative or any Secured Party as provided above, all rights of the
Guarantor against the Borrower arising as a result thereof by way of right of
subrogation, contribution, reimbursement, indemnity or otherwise shall
in all respects be subordinate and junior in right of payment to the 
prior indefeasible payment in full in cash of all the Obligations.  In 
addition, any indebtedness of the Borrower now or hereafter held by the 
Guarantor is hereby subordinated in right of payment to the prior 
payment in full of the Obligations.  If any amount shall erroneously be 
paid to the Guarantor on account of (i) such subrogation, contribution, 
reimbursement, indemnity or similar right or (ii) any such indebtedness 
of the Borrower, such amount shall be held in trust for the benefit of 
the Secured Parties and shall forthwith be turned over to the Representative
in the exact form received by the Guarantor (duly endorsed by the
Guarantor to the Representative, if required) to be credited against the
payment of the Obligations, whether matured or unmatured, in accordance
with the terms of the Loan Documents.
     
            SECTION 6.  INFORMATION.  The Guarantor assumes all 
responsibility for being and keeping itself informed of the Borrower's 
financial condition and assets, and of all other circumstances bearing 
upon the risk of nonpayment of the Obligations and the nature, scope and 
extent of the risks that the Guarantor assumes and incurs hereunder, and 
agrees that none of the Representative or the other Secured Parties will 
have any duty to advise the Guarantor of information known to it or any 
of them regarding such circumstances or risks.
     
     
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            SECTION 7.  REPRESENTATIONS AND WARRANTIES.  The Guarantor 
represents and warrants as to itself that all representations and 
warranties relating to it contained in the Credit Agreement are true and 
correct.

            SECTION 8.  TERMINATION.  The Guarantee made hereunder (a) shall
terminate when the principal of and interest on all the Loans shall have 
been indefeasibly paid in full, the Commitments shall have been 
terminated and (if due and payable on the first date that the principal 
of and interest on all the Loans shall have been paid in full and the 
Commitments shall have been terminated) all Fees, expenses and other 
amounts payable under any Loan Document shall have been paid and (b) 
shall continue to be effective or be reinstated, as the case may be, if 
at any time payment, or any part thereof, of any Obligation is rescinded 
or must otherwise be restored by any Secured Party or the Guarantor upon 
the bankruptcy or reorganization of the Borrower, the Guarantor or
otherwise.
     
            SECTION 9.  BINDING EFFECT; SEVERAL AGREEMENT; ASSIGNMENTS.
Whenever in this Agreement any of the parties hereto is referred to, 
such reference shall be deemed to include the successors and assigns of 
such party; and all covenants, promises and agreements by or on behalf 
of the Guarantor or the Representative that are contained in this 
Agreement shall bind and inure to the benefit of each party hereto and 
their respective successors and assigns.  This Agreement shall become 
effective as to the Guarantor when a counterpart hereof executed on 
behalf of the Guarantor shall have been delivered to the Representative,
and a counterpart hereof shall have been executed on behalf of the 
Representative, and thereafter shall be binding upon the Guarantor and the
Representative and their respective successors and assigns, and shall inure
to the benefit of the Guarantor, the Representative and the other 
Secured Parties, and their respective successors and assigns, except 
that the Guarantor shall not have the right to assign its rights or 
obligations hereunder or any interest herein (and any such attempted 
assignment shall be void).  If all of the capital stock of the Guarantor 
is sold, transferred or otherwise disposed of pursuant to a transaction 
permitted by Section 6.05 of the Credit Agreement, the Guarantor shall 
be released from its obligations under this Agreement without further
action. 
     
            SECTION 10.  WAIVERS; AMENDMENT.  (a)  No failure or delay of the 
     Representative in exercising any power or right hereunder shall operate 
as a waiver thereof, nor shall any single or partial exercise of any 
such right or power, or any abandonment or discontinuance of steps to 
enforce such a right or power, preclude any other or further exercise 
thereof or the exercise of any other right or power.  The rights and 
remedies of the Representative hereunder and of the other Secured 
Parties under the other Loan Documents are cumulative and are not 
exclusive of any rights or remedies that they would otherwise have.  No 
waiver of any provision of this Agreement or consent to any departure by the
Guarantor therefrom shall in any event be effective unless the same shall 
be permitted by paragraph (b) below, and then such waiver or consent 
shall be effective only in the specific instance and for the purpose for 
which given.  No notice or demand on the Guarantor in any case shall 
entitle the Guarantor to any other or further notice or demand in 
similar or other circumstances.
     
            (b)  Neither this Agreement nor any provision hereof may be 
waived, amended or modified except pursuant to a written agreement 
entered into between the Guarantor and the Representative, with the 
prior written consent of the Required Lenders (except as otherwise 
provided in the Credit Agreement).  
     
            SECTION 11.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
     
            SECTION 12.  NOTICES.  All communications and notices hereunder
shall be in writing and given as provided in Section 9.01 of the Credit 
Agreement.  All communications and notices hereunder to the Guarantor 
shall be given to it at its address set forth on Schedule I hereto, with 
a copy to the Borrower.
     
     
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            SECTION 13.  SURVIVAL OF AGREEMENT; SEVERABILITY.  (a)  All 
covenants, agreements, representations and warranties made by the 
Guarantor herein and in the certificates or other instruments prepared 
or delivered in connection with or pursuant to this Agreement or any 
other Loan Document shall be considered to have been relied upon by the 
Representative and the other Secured Parties and, except for any 
terminations, amendments or modifications thereof in accordance with the 
terms hereof or thereof, shall survive the making by the Lenders of the
Loans regardless of any investigation made by the Secured Parties or on their
behalf, and, except for any termination, amendments or modifications 
thereof in accordance with the terms hereof, shall continue in full 
force and effect as long as the principal of or any accrued interest on 
any Loan or any other fee or amount payable under this Agreement or any 
other Loan Document is outstanding and unpaid and as long as the 
Commitments have not been terminated.
     
            (b)  In the event any one or more of the provisions contained in 
this Agreement or in any other Loan Document should be held invalid, 
illegal or unenforceable in any respect, the validity, legality and 
enforceability of the remaining provisions contained herein and therein 
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.
     
            SECTION 14.  COUNTERPARTS.  This Agreement may be executed in     
counterparts, each of which shall constitute an original, but all of which 
when taken together shall constitute a single contract, and shall become 
effective as provided in Section 9.  Delivery of an executed signature 
page to this Agreement by facsimile transmission shall be as effective 
as delivery of a manually executed counterpart of this Agreement.
     
            SECTION 15.  RULES OF INTERPRETATION.  The rules of 
interpretation specified in Section 1.02 of the Credit Agreement shall 
be applicable to this Agreement.
     
            SECTION 16.  JURISDICTION; CONSENT TO SERVICE OF PROCESS.  (a) 
The Guarantor 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 the other Loan Documents, or for 
recognition or enforcement of any judgment, and each of the parties hereto 
hereby irrevocably and unconditionally agrees that 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 Representative or any other Secured Party may 
otherwise have to bring any action or proceeding relating to this Agreement 
or the other Loan Documents against the Guarantor or its properties in the 
courts of any jurisdiction.
     
            (b)  The Guarantor 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 or 
the other Loan Documents 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.
     
            (c)  Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 12.  Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.
     
            SECTION 17.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION
     



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DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 17.
     
            SECTION 18.  RIGHT OF SETOFF.  If an Event of Default shall have  
    occurred and be continuing, each Secured Party is hereby authorized at 
any time and from time to time, to the fullest extent permitted by law, 
to set off and apply, in a manner consistent with Section 2.16 of the 
Credit Agreement, any and all deposits (general or special, time or 
demand, provisional or final) at any time held and other Indebtedness at 
any time owing by such Secured Party to or for the credit or the account 
of the Guarantor against any or all the obligations of the Guarantor now 
or hereafter existing under this Agreement and the other Loan Documents 
held by such Secured Party, irrespective of whether or not such Secured 
Party shall have made any demand under this Agreement or any other Loan 
Document and although such obligations may be unmatured.  In the event a 
Secured Party shall exercise its right of setoff pursuant to this
Section 18, such Secured Party shall promptly notify the Guarantor of such
setoff and the application of the proceeds thereof, PROVIDED that the 
failure to give such notice shall not affect the validity of such setoff 
and the application of the proceeds thereof.  The rights of each Secured 
Party under this Section 18 are in addition to other rights and remedies 
(including other rights of setoff) which such Secured Party may have.
     
     
            IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

                                 INTEGRITY HOLDINGS, INC., as Guarantor,
                                  
                                  by
                                  ______________________
                                   Name:
                                   Title:  Authorized Officer
                                   
                                   
                                 THE CHASE MANHATTAN BANK, as
                                 Representative for the Secured
                                 Parties, 
                                 
                                  by
                                  _______________________
                                   Name:
                                   Title: