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                                   SECOND AMENDMENT

                                          TO

                                 TERM LOAN AGREEMENT


          THIS SECOND AMENDMENT TO TERM LOAN AGREEMENT, dated as of December 5,
1997 (this "SECOND AMENDMENT"), is entered into between Recoil Pty (f/k/a RCL
Pty), an unlimited liability company organized under the laws of the State of
Victoria, Australia (the "BORROWER"), and General Electric Capital Corporation,
a New York corporation (the "LENDER") and relates to that certain Term Loan
Agreement dated as of August 12, 1996, between the Borrower and the Lender (as
previously amended as of October 23, 1997, the "CREDIT AGREEMENT").

                                 W I T N E S S E T H:

          WHEREAS, the Borrower and the Lender have entered into the Credit
Agreement; and

          WHEREAS, the Borrower has requested that the Lender amend the Credit
Agreement (i) to extend the scheduled maturity date of the loan and (ii) to
effect other amendments, all as more fully described herein.

          NOW, THEREFORE, in consideration of the above premises, the Borrower
and the Lender agree as follows:

     1.   DEFINITIONS.  Capitalized terms used and not otherwise defined 
herein have the meanings assigned to them in the Credit Agreement.

     2.   AMENDMENTS TO THE CREDIT AGREEMENT.  Upon the "Effective Date" (as 
defined in SECTION 4 below), the Credit Agreement is hereby amended as 
follows:

          2.1  AMENDMENT TO SECTION 1.01.  The definition of "Scheduled Maturity
Date" in Section 1.01 of the Credit Agreement is hereby amended to read as
follows:

          "SCHEDULED MATURITY DATE" means January 3, 2001.

          2.2  AMENDMENT TO SECTION 8.01(iv).  Section 8.01(iv) of the Credit
Agreement is hereby amended to delete the reference to "$3,000,000" in its
entirety and to substitute in lieu thereof "$5,000,000."

     3.   REPRESENTATIONS AND WARRANTIES.  The Borrower hereby represents and
warrants to the Lender that, as of the Effective Date and after giving effect to
this Second Amendment:

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          (a)  All of the representations and warranties of the Borrower
     contained in this Second Amendment, the Credit Agreement and the other Loan
     Documents are true and correct in all material respects on and as of the
     Effective Date, as if then made (other than representations and warranties
     which expressly speak as of a different date, which shall be true and
     correct in all material respects as of that date);

          (b)  No Potential Event of Default or Event of Default has occurred or
     is continuing or will result after giving effect to this Second Amendment;
     and

          (c)  The Borrower has not voluntarily, by operation of law or
     otherwise, assigned, conveyed, transferred or encumbered, either directly
     or indirectly, in whole or in part, any right to or interest in any of the
     "Released Claims" (as defined in SECTION 6 below) purported to be released
     by this Second Amendment.

     4.   EFFECTIVE DATE.  This Second Amendment shall become effective as of
the date first written above (the "EFFECTIVE DATE") upon the satisfaction of
each of the following conditions:

          (a)  the Lender shall have received each of the following documents,
     in each case in form and substance satisfactory to the Lender:

               (i)  counterparts hereof executed by the Borrower and the Lender;

               (ii)  a certificate of the chief financial officer or a director
          of the Borrower certifying that all conditions precedent to the
          effectiveness of this Second Amendment have been satisfied;

               (iii)  a certificate of an officer or director of the Borrower
          dated the Effective Date certifying (A) the names and true signatures
          of the incumbent officers of the Borrower authorized to sign this
          Second Amendment and the other Transaction Documents executed in
          connection with this Second Amendment to which it is a party, (B) that
          the Organizational Documents of the Borrower have not been amended or
          otherwise modified since the date of the most recent certification
          thereof by an officer or director of the Borrower delivered to the
          Lender and remain in full force and effect as of the Effective Date
          and (C) the resolutions of the board of directors of a direct or
          indirect Parent of Borrower approving and authorizing the execution,
          delivery and performance of this Second Amendment and the other
          Transaction Documents executed in connection with this Second
          Amendment to which the Borrower is a party; and

               (iv)  such additional documentation as the Lender may reasonably
          request;

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          (b)  no law, regulation, order, judgment or decree of any Governmental
     Authority shall, and the Lender shall not have received any notice that
     litigation is pending or threatened which is likely to, enjoin, prohibit or
     restrain the consummation of the transactions contemplated by this Second
     Amendment, except for such laws, regulations, orders or decrees, or pending
     or threatened litigation that in the aggregate could not reasonably be
     expected to result in a Material Adverse Effect;

          (c)  all of the representations and warranties of the Borrower
     contained in this Second Amendment, the Credit Agreement and the other Loan
     Documents shall be true and correct in all material respects on and as of
     the Effective Date, as if then made (other than representations and
     warranties which expressly speak as of a different date, which shall be
     true and correct in all material respects as of that date);

          (d)  all corporate and other proceedings, and all documents,
     instruments and other legal matters in connection with the transactions
     contemplated by this Second Amendment shall be satisfactory in all respects
     in form and substance to the Lender; and

          (e)  no Event of Default or Potential Event of Default shall have
     occurred and be continuing on the Effective Date or will result after
     giving effect to this Second Amendment.

     5.   OUTSTANDING INDEBTEDNESS.  The Borrower hereby acknowledges and agrees
that as of September 30, 1997, the aggregate outstanding principal amount of the
Term Loan under the Credit Agreement was $4,000,000 and that such principal
amount is payable pursuant to the Credit Agreement, as amended hereby, without
offset, withholding, counterclaim or deduction of any kind.  The Borrower, for
itself and on behalf of its officers and directors, and its respective
predecessors, successors and assigns (collectively, the "RELEASORS"), hereby
waives, releases and forever discharges the Lender, and its parent corporation,
Subsidiaries and Affiliates, officers, directors, shareholders employees,
attorneys, agents and servants, and its respective predecessors, successors,
heirs and assigns (collectively, the "LENDER PARTIES"), from any and all claims
of every type, kind, nature, description or character, known and unknown,
whensoever arising out of any actions or omissions of the Lender Parties, except
all such claims of Affiliates of Lender arising out of sales of inventory in the
ordinary course of business, occurring any time up to and including the date
hereof, which in any way arise out of, are connected with or relate to the
Credit Agreement or any other Loan Documents (the "RELEASED CLAIMS") and agrees
not to bring any action in any judicial, administrative or other proceeding
against the Lender Parties, alleging any such Released Claim or otherwise in
connection with any such Released Claim.

     6.   REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS.

          (a)  Upon the Effective Date, each reference in the Credit Agreement
     to "this Agreement", "hereunder", "hereof" or words of like import, and
     each reference 

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     in the other Loan Documents to the Credit Agreement, shall mean and be a 
     reference to the Credit Agreement as amended hereby.

          (b)  This Second Amendment shall be limited solely to the matters
     expressly set forth herein and shall not (i) constitute an amendment of any
     other term or condition of the Credit Agreement or any other Loan Document,
     (ii) prejudice any right or rights which the Lender or Lender Parties may
     now have or may have in the future under or in connection with the Credit
     Agreement or any other Loan Document, (iii) require the Lender to agree to
     a similar transaction on a future occasion, (iv) be deemed or construed as
     an admission of liability with respect to the Released Claims or otherwise
     by the Lender Parties or (v) create any rights herein to another Person or
     other beneficiary or otherwise, except to the extent specifically provided
     herein.

          (c)  Except to the extent specifically consented to herein, the
     respective provisions of the Credit Agreement and the other Loan Documents
     shall not be amended, modified, impaired or otherwise affected hereby, and
     such documents and the Obligations under each of them are hereby confirmed
     in full force and effect.

     7.   MISCELLANEOUS.  This Second Amendment is a Loan Document.  The
headings herein are for convenience of reference only and shall not alter or
otherwise affect the meaning hereof.

     8.   COUNTERPARTS.  This Second Amendment may be executed in any number of
counterparts and by the different parties hereto in separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument.

     9.   GOVERNING LAW.  THIS SECOND AMENDMENT SHALL BE INTERPRETED, AND THE
RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE
LAW OF THE STATE OF NEW YORK.

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          IN WITNESS WHEREOF, this Second Amendment has been duly executed as of
the date first above written.

SIGNED by David A. Werner              )    
as authorized representative of        )    
Recoil Pty in the presence of:         )    
                                       )    ---------------------------------- 
                                       )    By executing this Second           
                                       )    Amendment the signatory            
---------------------------------      )    warrants that the signatory is     
Signature of Witness                   )    duly authorized to execute         
                                       )    this Second Amendment on           
                                       )    behalf of Recoil Pty.              
SIGNED by Peter C. Keenoy              )    
as authorized representative of        )    
General Electric Capital Corporation   )    
in the presence of:                    )    
                                       )    ---------------------------------- 
                                       )    By executing this Second           
                                       )    Amendment the signatory            
---------------------------------      )    warrants that the signatory is     
Signature of Witness                   )    duly authorized to execute         
                                       )    this Second Amendment on           
                                            behalf of General Electric         
                                            Capital Corporation.