Exhibit 10

August 29, 1997



J.B. Williams Company, Inc.
65 Harristown Road
Glen Rock, NJ 07452

Attention:

Gentlemen/Ladies:

     The Bank of New York (the "Bank") is pleased to confirm that it
holds available to J.B. Williams Company, Inc. (the "Company") a
$5,000,000 secured line of credit, to be available for direct borrowings
by the Company and the issuance by the Bank of commercial letters of
credit for the account of the Company with an expiration date not later
than six months after the date of issuance thereof.

     Notwithstanding the foregoing, the aggregate outstanding principal
amount of all extensions of credit under this line of credit shall not
exceed the lesser of $5,000,000 or an amount (as set forth in the most
recent borrowing base certificate delivered to the Bank) equal to the sum
of the following:

          1. 75% of each of the accounts receivable of the Company in
     respect of which each of the following is satisfied:
 .
               a. The account debtor thereon either (i) is located in the
          United States or (ii) is not located in the United States and,
          in addition in respect of this clause (a)(ii), either (A) the
          obligations of such account debtor are supported by a letter of
          credit which (x) is issued by a person which is satisfactory to
          the Bank and (y) is otherwise satisfactory in form and
          substance to the Bank or (B) such account debtor is a
          subsidiary of a person located in the United States;

               b. The Bank has a perfected first priority security
          interest therein;

               c. No amounts are unpaid (i) for more than 90 days (or
          such other greater or lesser period as the Bank may specify
          with respect to any account debtor) past the related invoice
          date with respect to accounts originated during the months of
          January through July, or (ii) for more than 30 days (or such
          other greater or lesser period as the Bank may specify with
          respect to any account debtor) past the related due date with
          respect to accounts originated during the months of August
          through December; and
<PAGE>

               d. No more than 25% of the accounts receivable of the
          related account debtor have amounts unpaid (i) for more than 90
          days past the related invoice date with respect to accounts
          originated during the months of January through July, or (ii)
          for more than 30 days past the related due date with respect to
          accounts originated during the months of August through
          December; PLUS

          2. The least of (a) $2,000,000 or (b) 50% of all inventory of
     the Company in respect of which the Bank has a perfected first
     priority security interest.

     Extensions of credit under this line of credit in the form of direct
borrowings by the Company shall be evidenced by, shall be payable as
provided in, and shall bear interest at the rate specified in, a
promissory note of the Company in the form included with this letter

     With respect to each commercial letter of credit, if any, issued by
the Bank under this line of credit, the Company will pay to the Bank,
quarterly in arrears, an issuance fee of 1% per annum on the average
daily undrawn face amount of such letter of credit and will also pay all
other fee(s) of the Bank in effect thereforfrom time to time. Each
request for a letter of credit under this line of credit shall be
accompanied by a completed application and agreement for such letter of
credit on the Bank's then standard form therefor, duly executed by the
Company, and the issuance of any such letter of credit shall be subject
to the terms and conditions set forth in such application and agreement.

     All obligations of the Company to the Bank with respect to this line
of credit shall be jointly and severally guaranteed by J.B. Williams
Holdings, Inc., CEP Holdings, Inc., After Shave Products, Inc., Pre-Shave
Products, Inc. and Hair Care Products, Inc. pursuant to guarantees in the
respective forms included with this letter. All obligations of the
Company to the Bank with respect to this line of credit shall be secured,
pursuant to a security agreement in the form included with this letter,
executed by the Company, which grants the Bank a first and prior security
interest in all accounts receivable and inventory of the Company.

     For so long as the Company has any obligations outstanding under
this line of credit, there shall be delivered to the Bank the following:

          I.   Within 45 days after the end of each quarter of each
               fiscal year of the Company, financial statements of the
               Company as of the end of and for such quarter and for the
               period of the then current fiscal year of the Company then
               ended, as prepared by management of the Company, and in
               form and content satisfactory to the Bank;
<PAGE>

          II.  Within 90 days after the end of each fiscal year of the
               Company, audited financial statements of the Company as of
               the end of and for such fiscal year as prepared by
               independent certified public accountants selected by the
               Company, and acceptable to the Bank;

          III. Within 15 days after the end of each month, a borrowing
               base certificate and an aging schedule of the accounts
               receivable of the Company, in each case as of the last
               business day of such month and in form and content
               satisfactory to the Bank; and

          IV.  Such other information as the Bank may reasonably request
               from time to time;

     As you know lines of credit are cancellable at any time by either
party and, in addition, (x) any extension of credit under this line of
credit is subject to the Bank's satisfaction, at the time of such
extension of credit, with the condition (financial and otherwise),
business, prospects and operations of the Company and (y) the issuance by
the Bank of any commercial letter of credit for the account of the
Company is subject to the satisfaction of the Bank, at the time of such
issuance, with the expiry date and all other terms of such letter of
credit. Unless cancelled earlier as provided in the first sentence of
this paragraph, this line of credit shall be held available until
August 31, 1998.

                              Very truly yours,

                              THE BANK OF NEW YORK


                              /S/  BANK OF NEW YORK
                              ---------------------


<PAGE>


                         MASTER PROMISSORY NOTE

$5,000,000.00                                        August 29, 1997


     For Value Received, the undersigned (the "Borrower") hereby promises
to pay to the order of THE BANK OF NEW YORK (the "Bank"), at its 10 Mason
Street, Greenwich, Connecticut office, the principal sum of Five Million
and 00/100 Dollars ($5,000,000.00) or the aggregate unpaid principal
amount of all advances made by the Bank to the Borrower (which aggregate
unpaid principal amount shall be equal to the amount duly endorsed and
set forth opposite the date last appearing on the schedule attached
hereto), whichever is less.

     Each advance hereunder (an "Advance") shall bear interest at a rate
per annum equal to (1) the Alternate Base Rate (as hereinafter defined)
or (2) provided that the outstanding principal amount thereof is not less
than $100,000, a Eurodollar Rate (as hereinafter defined), but, in each
case, in no event in excess of the maximum rate permitted by law. Any
Advance which shall not be paid when due shall bear interest, payable on
demand, at a rate per annum equal to the Alternate Base Rate plus 2%, but
in no event in excess of the maximum rate permitted by law.

     As used in this note:

     "Alternate Base Rate" shall mean, for any day, a rate per annum
equal to the higher of (i) the Prime Rate in effect on such day and (ii)
the Federal Funds Rate in effect on such day plus one-half of one percent
(1/2%);

     "Alternate Base Rate Advance" shall mean any Advance which bears
interest at the Alternate Base Rate;

     "Business Day" shall mean (i) any day other than a Saturday, Sunday
or other day on which commercial banks in New York New York or Greenwich,
Connecticut are required or permitted by law to close and (ii) with
respect to Eurodollar Rate Advances, any day specified in clause (i) of
this definition which is also a day on which commercial banks are open
for domestic and international business, including dealings in Dollar
deposits, in London, England and New York New York;

     "Dollar" and "$" shall mean lawful money of the United States of
America;

     "Eurodollar Interest Period" shall mean, with respect to any
Eurodollar Rate Advance, a period selected by the Borrower and acceptable
to the Bank commencing on the date such Eurodollar Rate Advance is made
and ending one (1) month, two (2) months or three (3) months thereafter;
provided, however, that (i) any Eurodollar Interest

<PAGE>

Period which would otherwise end on a day which is not a Business Day
shall be extended to the immediately succeeding Business Day unless such
Business Day falls in another calendar month (in which case such
Eurodollar Interest Period shall end on the immediately preceding
Business Day), (ii) no Eurodollar Interest Period shall end after the
date until which the line of credit under which Advances may be made is
held available to the Borrower, (iii) if any Eurodollar Interest Period
begins on the last Business Day of a calendar month or on a day for which
there is no numerically corresponding day in the calendar month during
which such Eurodollar Interest Period is to end, such Eurodollar Interest
Period shall end on the last Business Day of such calendar month, and
(iv) no Eurodollar Interest Period shall be less than one (1) month;

     "Eurodollar Rate" shall mean, with respect to any Eurodollar Rate
Advance for the then current Eurodollar Interest Period applicable
thereto, a rate per annum equal to, during such Eurodollar Interest
Period, the sum of 1-1/2% plus LIBOR for such Eurodollar Interest Period;

     "Eurodollar Rate Advance" shall mean any Advance which bears
interest at a Eurodollar Rate;

     "Federal Funds Rate" shall mean, for any day, the weighted average
of the rates on overnight Federal funds transactions with the members of
the Federal Reserve System arranged by Federal funds brokers, as
published for such day (or if such day is not a Business Day, for the
immediately preceding Business Day) by the Federal Reserve Bank of New
York, or if such rate is not so published for any day which is a Business
Day, the average of quotations for such day on such transactions received
by the Bank from three Federal funds brokers of recognized standing
selected by the Bank;

     "LIBOR" shall mean, with respect to any Eurodollar Rate Advance for
the then current Eurodollar Interest Period relating thereto, the rate
per annum at which the Bank offers deposits in Dollars to leading banks
in the London interbank market on the date two (2) Business Days prior to
the commencement of such Eurodollar Interest Period for a period equal to
such Eurodollar Interest Period and in an amount equal to the amount of
such Eurodollar Rate Advance;

     "Maturity Date" shall mean, with respect to any Eurodollar Rate
Advance, the last Business Day of the Eurodollar Interest Period
applicable to such Eurodollar Rate Advance;

     "Obligations" shall mean and include any and all present or future
obligations or liabilities of any Obligor to the Bank, whether incurred
by such Obligor as maker, indorser, drawer, acceptor, guarantor,
accommodation party, counterparty, purchaser, seller or otherwise, and
whether due or to become due, secured or unsecured, absolute or
contingent, joint and/or several, and howsoever and whensoever acquired
by the Bank;

<PAGE>

     "Obligor" shall mean and include the Borrower, any guarantor hereof
or any hypothecator of any collateral securing this note; and

     "Prime Rate" shall mean, for any day, a rate per annum equal to the
prime commercial lending rate of the Bank as publicly announced to be in
effect from time to time, such rate to be adjusted automatically, without
notice, on the effective date of any change in such rate. The Borrower
acknowledges that the Prime Rate is not the lowest rate at which the Bank
may make loans or other extensions of credit.

     Each Alternate Base Rate Advance shall be payable ON DEMAND and may
be prepaid in whole at any time or in part from time to time. Each
Eurodollar Rate Advance shall be payable on the Maturity Date of such
Eurodollar Rate Advance and, except as otherwise provided herein, the
Borrower shall not have the right to prepay such Eurodollar Rate Advance.

     Interest shall be computed on the basis of a 360-day year for the
actual number of days elapsed. Interest on each Alternate Rate Advance
shall be payable monthly on the last day of each month and at maturity.
Interest on each Eurodollar Rate Advance shall be payable on the Maturity
Date thereof. Upon any prepayment of Alternate Base Rate Advances, the
Borrower shall pay interest on the amount so prepaid to the date of such
prepayment.

     If any payment hereof becomes due and payable on a day other than a
Business Day, such payment shall be extended to the next succeeding
Business Day; provided, however, that in the case of a payment in respect
of the principal amount of a Eurodollar Rate Advance, if such next
succeeding Business Day falls in another calendar month, such payment
shall be due on the immediately preceding Business Day. If the date for
any payment of principal is so extended, interest thereon shall be
payable for the extended time.

     Whenever the Borrower desires the Bank to make an Advance, the
Borrower shall give the Bank irrevocable notice (i) in the case of any
Alternate Base Rate Advance, on or prior to the date of such Advance and
(ii) in the case of any Eurodollar Rate Advance, at least three (3)
Business Days prior to the date of such Advance, of its intention to
borrow, specifying the date of such Advance, the interest rate to be
applicable to such Advance, and, if such Advance is to be a Eurodollar
Rate Advance, the requested Eurodollar Interest Period for such Advance
(which shall comply with the definition of Eurodollar Interest Period
above). If, on any day on which the Borrower requests a Eurodollar Rate
Advance, the Bank and the Borrower are unable to agree on the Eurodollar
Interest Period applicable to such Advance, such Advance shall be an
Alternate Base Rate Advance. Each Eurodollar Rate Advance shall be in an
integral multiple of $100,000.

     If either:

<PAGE>

               (i) The Bank and the Borrower are unable to agree on the
          Eurodollar Interest Period applicable to a Eurodollar Rate
          Advance, or

     (ii) The Eurodollar Interest Period applicable to a Eurodollar Rate
          Advance is not in conformity with the definition of Eurodollar
          Interest Period above, or

     (iii) The amount of any Eurodollar Rate Advance is not an integral
               multiple of $100,000; or

     (iv) The Bank shall determine at any time that (a) the Eurodollar
          Rate cannot be determined for any Eurodollar Interest Period,
          (b) deposits of the relevant amount and term are not available
          in the London interbank Eurodollar market with respect to the
          making of a Eurodollar Rate Advance, (c) the rate at which
          deposits are offered to the Bank in the relevant market will
          not accurately reflect the cost to the Bank of making or
          maintaining a Eurodollar Rate Advance, or (d) by reason of any
          adoption of or change in any applicable law or regulation or
          any change in the interpretation or application thereof it has
          become unlawful for the Bank to make any Eurodollar Rate
          Advance,

then no Eurodollar Rate Advances shall be available hereunder (and any
requested Eurodollar Rate Advance shall be made as an Alternate Base Rate
Advance) until the Bank has given the Borrower written notice of the
termination of such condition.

     Notwithstanding any other provision hereof, if any applicable law,
treaty, regulation or directive of any government or any agency,
instrumentality or authority thereof, or any change therein or in the
interpretation or application thereof, shall make it unlawful for the
Bank (or the office or branch where the Bank makes or maintains any
Eurodollar Rate Advance) to maintain any Eurodollar Rate Advance, the
Borrower shall, if any Eurodollar Rate Advance is then outstanding,
promptly upon request from the Bank, either prepay such Eurodollar Rate
Advance, together with accrued interest on the amount prepaid to the date
of prepayment, or, at the Borrower's option, convert such Eurodollar Rate
Advance into an Alternate Base Rate Advance. If any such prepayment or
conversion of any Eurodollar Rate Advance is made on a day that is not
the Maturity Date thereof, the Borrower shall also compensate the Bank,
as provided in the second succeeding paragraph, as a result of such
prepayment or conversion.

     In the event that any applicable law, treaty or governmental
regulation (whether now or hereafter in effect), or any change therein or
in the interpretation or application thereof, or compliance by the Bank
with any request or directive (whether or not having the force of law)
from any central bank or other financial, monetary or other authority,
shall (i) subject the Bank to any tax of any kind whatsoever with respect
to this note or any Eurodollar Rate Advance or change the basis of
taxation of payments to the Bank of principal, interest, fees or any
other amount payable under this note (except for changes

<PAGE>

in the rate of tax on the overall net income of the Bank by the
jurisdiction in which the Bank maintains its principal office), (ii)
impose, modify or hold applicable any reserve, special deposit,
assessment or similar requirement against assets held by, or deposits in
or for the account of, advances or loans by, or other credit extended by,
any office of the Bank, including (without limitation) pursuant to
Regulation D of the Board of Governors of the Federal Reserve System, or
(iii) impose on the Bank or the London interbank Eurodollar market any
other condition with respect to this note or any Eurodollar Rate Advance,
and the result of any of the foregoing is to increase the cost to the
Bank of making or maintaining any Eurodollar Rate Advance by an amount
that the Bank deems to be material or to reduce the amount of any payment
(whether of principal, interest or otherwise) in respect of any
Eurodollar Rate Advance by an amount that the Bank deems to be material,
then, in any such case, the Borrower shall promptly pay to the Bank for
its account, upon its demand, such additional amount as will compensate
the Bank for such additional cost or such reduction, as the case may be;
provided, however, that the foregoing shall not apply to increased costs
which are reflected in a Eurodollar Rate.

     The Borrower agrees to indemnify the Bank and to hold the Bank
harmless from and against all losses and expenses that the Bank may
sustain or incur (i) if the Borrower makes any payment or prepayment of
the principal of, or converts, any Eurodollar Rate Advance on a day other
than the Maturity Date thereof (whether as a result of acceleration of
the maturity of such Advance, pursuant to or as a result of the second
preceding paragraph, or otherwise) or (ii) if the Borrower, for any
reason whatsoever, fails to complete a borrowing of any Eurodollar Rate
Advance on the date specified therefor after notice thereof has been
given and the Bank has determined to make such Eurodollar Rate Advance
(including, without limitation, in each case, any interest payable by the
Bank to lenders of funds obtained by the Bank in order to make or
maintain such Eurodollar Rate Advance).

     A certificate of the Bank setting forth such amount or amounts as
shall be necessary to compensate the Bank as specified in the immediately
preceding two paragraphs, submitted by the Bank to the Borrower, shall be
conclusive absent manifest error, and the obligations of the Borrower
under the immediately preceding two paragraphs shall survive payment of
this note and all Advances.

     If the Bank shall make a new Advance on a day on which the Borrower
is to repay an Advance, the Bank shall apply the proceeds of the new
Advance to make such repayment and only the amount by which the amount
being advanced exceeds the amount being repaid shall be made available to
the Borrower in accordance with the terms of this note.

     The Borrower hereby authorizes the Bank to accept telephonic
instructions from a duly authorized representative of the Borrower to
make an Advance or receive a payment hereof, and to endorse on the
schedule attached hereto the amount of all Advances and all principal
payments hereof received by the Bank, the interest rate applicable to
each Advance and the Maturity Date of each Eurodollar Rate Advance.

<PAGE>

     The Bank is hereby authorized to charge any deposit account of the
Borrower maintained at the Bank for each principal prepayment hereof on
the date made, and for each principal payment and for each interest
payment due hereunder on the due date thereof. The Bank shall credit the
Borrower's deposit account maintained at the Bank in the amount of each
Advance on the date of such Advance, which credit will be confirmed to
the Borrower by standard advice of credit or notation in the monthly
statement sent to the Borrower in connection with such account. The
Borrower agrees that the actual crediting of the amount of any Advance to
the Borrower's deposit account maintained at the Bank shall constitute
conclusive evidence that such Advance was made, and neither the failure
of the Bank to indorse on the schedule attached hereto the amount of any
Advance, the *merest rate applicable to any Advance or the Maturity Date
of any Eurodollar Rate Advance nor the failure of the Bank to forward an
advice of credit to the Borrower or note any Advance in the monthly
statement sent to the Borrower shall affect the Borrower's obligations
hereunder.

     All payments hereof shall be made in lawful money of the United
States of America and in immediately available funds.

     The Bank shall have a lien on the balances of the Borrower now or
hereafter on deposit with or held as custodian by the Bank and the Bank
shall have full authority to set off such balances against the
indebtedness evidenced by this note or any other Obligation of the
Borrower and may at any time, without notice, to the extent permitted by
law, apply the same to the Advances or such other Obligations, whether
due or not.

     All obligations of the Borrower to the Bank under this note are
secured pursuant to the terms of the security agreement executed by the
Borrower in favor of the Bank dated of even date herewith as such
agreement may be amended or modified from time to time and any other
security agreement that the Borrower shall have executed or shall at any
time execute in favor of the Bank, and the Bank is entitled to all the
benefits thereof.

     The Borrower acknowledges that the Alternate Base Rate Advances are
payable on demand and payment thereof may be demanded by the Bank at any
time for any reason in the sole and absolute discretion of the Bank, and
such right of the Bank shall not be affected or impaired by any
condition, event or circumstance whatsoever.

     All Advances together with all accrued interest thereon shall become
immediately and automatically due and payable, without demand,
presentment, protest or notice of any kind, upon the commencement by or
against any Obligor of a case or proceeding under any bankruptcy,
insolvency or other law relating to the relief of debtors, the
readjustment, composition or extension of indebtedness or reorganization
or liquidation.

     All Eurodollar Rate Advances, together with all accrued interest
thereon, shall become immediately and automatically due and payable,
without demand, presentment, protest or notice of any kind, upon the
occurrence of any of the following events:

<PAGE>

          A. Failure of any Obligor in the performance of any of such
     Obligor's covenants herein or in any instrument, document or
     agreement delivered in connection herewith; or

          B. Default by any Obligor in the payment or performance of any
     Obligation; or

          C. Failure of any Obligor to pay when due any other
     indebtedness for borrowed money, acceleration of the maturity of
     such indebtedness or the occurrence of any event which with notice
     or lapse of time, or both, would permit acceleration of such
     indebtedness; or

          D. The death or incompetence of any Obligor who is an
     individual; or

          E. The dissolution, merger or consolidation of, or the sale or
     disposal of all or substantially all of the assets of, any Obligor
     which is not an individual without the prior written consent of the
     Bank; or

          F. The financial condition or credit standing of any Obligor
     shall be or become materially impaired in the sole opinion of the
     Bank or any of its officers; or

          G. Commencement of any proceeding, procedure or other remedy
     supplemental to the enforcement of a judgment against any Obligor;
     or

          H. Any representation or warranty made by any Obligor or any
     financial or other statement of any Obligor delivered to the Bank by
     or on behalf of any Obligor proves to be untrue, incorrect or
     incomplete when made or delivered; or

          I. The death of the insured under any life insurance policy
     held as collateral by the Bank for the Obligations of any Obligor
     with respect to this note, or the non-payment of any premiums on any
     such life insurance policy; or

          J. The validity or enforceability of this note, any guarantee
     hereof or any other document delivered in connection herewith shall
     be contested or declared null and void or any Obligor shall deny it
     has any liability or obligation under or with respect to this note,
     any guarantee hereof or any other document delivered by it in
     connection herewith; or

          K. Any Obligor shall make payment on account of any
     indebtedness subordinated to the indebtedness evidenced by this note
     in contravention of the terms of such subordination; or

<PAGE>

          L. Cancellation of the line of credit under which such Advances
     were made.

     The Borrower does hereby forever waive presentment, demand, protest,
notice of protest and notice of nonpayment or dishonor of this note.

     The Borrower agrees to pay all costs and expenses incurred by the
Bank incidental to or in any way relating to the Bank's enforcement of
the obligations of the Borrower hereunder or the protection of the Bank's
rights hereunder, including, but not limited to, reasonable attorneys'
fees and expenses, whether or not litigation is commenced.

     Promptly upon the Bank's request, the Borrower agrees to furnish to
the Bank such information (including, without limitation, financial
statements and tax returns of the Borrower) and to permit the Bank to
inspect and make copies of its books and records, as the Bank shall
reasonably request from time to time.

     The Borrower waives, in any litigation relating to this note or the
transactions contemplated hereby any right to claim or interpose any
counterclaim or set-off of any kind.

     This note may not be amended, and compliance with its terms may not
be waived, orally or by course of dealing, but only by a writing signed
by an authorized officer of the Bank.

     This note may be assigned or indorsed by the Bank and its benefits
shall inure to the successors, indorsees and assigns of the Bank.

     The Borrower authorizes the Bank to date this note and to complete
any blank space herein according to the terms upon which any Advances
were granted.

     No failure on the part of the Bank to exercise, and no delay in
exercising, any right, remedy or power hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise by the Bank of
any right, remedy or power hereunder preclude any other or future
exercise thereof or the exercise of any other right, remedy or power.

     Each and every right, remedy and power hereby granted to the Bank or
allowed it by law or other agreement shall be cumulative and not
exclusive the one of any other right, remedy or power, and may be
exercised by the Bank from time to time.

     Every provision of this note is intended to be severable; if any
term or provision of this note shall be invalid, illegal or unenforceable
for any reason whatsoever, the validity, legality and enforceability of
the remaining provisions hereof shall not in any way be affected or
impaired thereby.

<PAGE>

     The Borrower represents and warrants that the Borrower is a
corporation duly organized, validly existing and in good standing under
the laws of the state of its incorporation and is duly qualified to do
business in the State of New York; that the execution, delivery and
performance of this note are within the Borrower's corporate powers and
have been duly authorized by all necessary action of its board of
directors and shareholders; and that each person executing this note has
the authority to execute and deliver this note on behalf of the Borrower.

     THE PROVISIONS OF THIS NOTE SHALL BE CONSTRUED AND INTERPRETED, AND
ALL RIGHTS AND OBLIGATIONS HEREUNDER DETERMINED, IN ACCORDANCE WITH THE
LAWS OF THE STATE OF CONNECTICUT WITHOUT REGARD TO THE PRINCIPLES OF
CONFLICT OF LAWS. THE BORROWER SUBMITS TO THE JURISDICTION OF STATE AND
FEDERAL COURTS LOCATED IN THE STATE OF CONNECTICUT AND THE CITIES OF
STAMFORD OR BRIDGEPORT IN PERSONAM AND AGREES THAT ALL ACTIONS AND
PROCEEDINGS RELATING DIRECTLY OR INDIRECTLY TO THIS NOTE SHALL BE
LITIGATED ONLY IN SAID COURTS OR COURTS LOCATED ELSEWHERE AS SELECTED BY
THE BANK AND THAT SUCH COURTS ARE CONVENIENT FORUMS. THE BORROWER WAIVES
PERSONAL SERVICE UPON IT AND CONSENTS TO SERVICE OF PROCESS BY MAILING A
COPY THEREOF TO IT BY REGISTERED OR CERTIFIED MAIL.

     THE BORROWER AND THE BANK WAIVE THE RIGHT TO TRIAL BY JURY IN ANY
ACTION OR PROCEEDING BASED UPON, ARISING OUT OF OR IN ANY WAY CONNECTED
TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

J.B. WILLIAMS COMPANY, INC.        Address:
                                   65 Harristown Road
                                   Glen Rock, NJ 07452
                                   Attention:

/S/ J.B. WILLIAMS COMPANY, INC.
-------------------------------


<PAGE>


<TABLE>
<CAPTION>
                                                  Schedule to

                             Promissory Note - J.B. Williams Company, Inc.

<S>          <C>          <C>          <C>              <C>           <C>         <C>
Date of      Amount of    Type of      Maturity Date    Interest      Amount of   Aggregate Unpaid
Advance       Advance     Advance       of Advance        Rate         Payment    Principal Amount



</TABLE>