AMENDED AND RESTATED FINANCING AND SECURITY AGREEMENT

     THIS  AMENDED  AND  RESTATED  FINANCING AND SECURITY AGREEMENT (this
"Agreement") is made this 29th day of  August,  1997,  by and among BERRY
PLASTICS CORPORATION, a corporation organized under the laws of the State
of  Delaware  (the  "Borrower");  NATIONSBANK,  N.A., a national  banking
association  ("NationsBank"),  FLEET CAPITAL CORPORATION,  a  corporation
organized and existing under the  laws  of  the  State  of  Rhode  Island
("Fleet"),  GENERAL ELECTRIC CAPITAL CORPORATION, a corporation organized
and existing  under the laws of the State of New York ("GE Capital"), and
each other financial  institution  which  is  a  party to this Agreement,
whether by execution and delivery of this Agreement or otherwise pursuant
to  Section 9.5 hereof (collectively the "Lenders"  and  individually,  a
"Lender");  and NATIONSBANK, N.A., a national banking association, in its
capacity as both collateral and administrative agent for the Lenders (the
"Agent").

                                RECITALS

     A.   The  Borrower,  the  Agent  and the Lenders are parties to that
certain Financing and Security Agreement  dated as of January 21, 1997 by
and among the Borrower, the Agent and the Lender,  as amended by (i) that
certain First Amendment to Financing and Security Agreement  dated  as of
April  1,  1997,  (ii)  that  certain  Second  Amendment to Financing and
Security Agreement dated as of May 13, 1997 and  (iii)  that certain Loan
Restructuring Amendment dated as of June 13, 1997 (as amended,  restated,
supplemented  or  otherwise  modified,  the "Original Credit Agreement").
Pursuant to the provisions of the Original Credit Agreement, the Borrower
applied  to  the  Lenders  for  credit facilities  consisting  of  (i)  a
revolving credit facility in the  maximum principal amount of $30,000,000
(the "Total Revolving Credit Committed  Amount"), (ii) a letter of credit
facility in the maximum principal amount  of  $5,000,000, as part of that
revolving  credit  facility, (iii) a term loan facility  in  the  maximum
principal amount of  $31,980,000  ("Term  Loan  A"),  and  (iv) a standby
letter of credit facility in the maximum principal amount of  $12,000,000
(the  "Bond  Letter of Credit Committed Amount"), all to be used  by  the
Borrower for the Permitted Uses described in this Agreement.

     B.   The  Borrower  has  advised  the Agent and the Lenders that the
Borrower has formed VABC Acquisition Corp.,  a  corporation organized and
existing under the laws of the State of Delaware  ("Berry  Venture")  and
that  Berry  Venture  is  a  wholly-owned  subsidiary  of  the  Borrower.
Contemporaneously  with  the  execution  and  delivery of this Agreement,
Berry Venture has acquired or intends to acquire all or substantially all
of  the  stock  ("Venture Stock") issued by Venture  Packaging,  Inc.,  a
corporation organized  and  existing  under  the  laws  of  the  State of
Delaware  ("Venture Holdings") in accordance with the provisions of  that
certain Agreement  and Plan of Reorganization dated as of August 29, 1997
(as amended, restated,  supplemented  or otherwise modified, the "Venture
Packaging Purchase Agreement").  Venture  Packaging  Southeast,  Inc.,  a
corporation  organized  and existing under the laws of the State of South
Carolina ("Venture Southeast")  and  Venture  Packaging  Midwest, Inc., a
corporation  organized and existing under the laws of the State  of  Ohio
("Venture Midwest")  currently  are  wholly-owned subsidiaries of Venture
Holdings.  The Borrower has further advised  the  Agent  and  the Lenders
that as part of the contemplated acquisition of the Venture Stock,  Berry
Venture  shall  be  merged  into Venture Holdings (the "Venture Merger"),
with Venture Holdings being the  survivor,  and  that one hundred percent
(100%)  of  the  capital  stock issued by Venture Southeast  and  Venture
Midwest may be transferred  to  the  Borrower.  Subsequent to the closing
and consummation of the acquisition of  the  Venture  Stock,  the Venture
Merger and the possible transfer to the Borrower of the stock of  Venture
Southeast  and  Venture Midwest, the Borrower may dissolve, liquidate  or
merge Venture Holdings,  all  as  to  and  to the extent permitted by the
terms of this Agreement.

     C.   In connection with the consummation  of  the acquisition of the
Venture Stock, the Borrower has requested that the Lenders  agree  (i) to
increase  the  maximum  principal  amount  of  the Total Revolving Credit
Committed  Amount  from $30,000,000 to $50,000,000,  (ii)  to  amend  and
restructure Term Loan  A  such that as of the date of this Agreement, the
maximum aggregate unpaid principal  balance  of  Term  Loan  A  shall  be
$31,000,000, (iii) to make an additional term loan to the Borrower in the
maximum  principal  amount  of  $30,000,000  ("Term Loan B"), and (iv) to
increase  the  maximum  principal  amount of the Bond  Letter  of  Credit
Committed  Amount  from $12,000,000 to  $18,852,000.   In  addition,  the
Borrower has requested  that  (ii)  the Agent and the Lenders consent and
agree to (1) the acquisition of the Venture  Stock in accordance with the
terms and conditions of the Venture Packaging Purchase Agreement, (2) the
merger of Berry Venture into Venture Holdings,  (3)  the  transfer of one
hundred  percent  (100%)  of  the capital stock of Venture Southeast  and
Venture Midwest to the Borrower,  and (4) the dissolution, liquidation or
merger  of  Berry  Venture in accordance  with  the  provisions  of  this
Agreement.

     D.   Accordingly,  the Borrower, the Agent and the Lenders desire to
amend and restate the Original Credit Agreement, as follows:

                                ARTICLE 1

                            DEFINITIONS

     SECTION 1.1    CERTAIN  DEFINED  TERMS.   As used in this Agreement,
the  terms  defined in the Preamble and Recitals hereto  shall  have  the
respective meanings specified therein, and the following terms shall have
the following meanings:

          "Account"  individually  and  "Accounts"  collectively mean all
presently  existing  or hereafter acquired or created accounts,  accounts
receivable, contract rights,  notes,  drafts,  instruments,  acceptances,
chattel paper, leases and writings evidencing a monetary obligation  or a
security  interest  in,  or  a lease of, goods, all rights to receive the
payment of money or other consideration under present or future contracts
(including, without limitation,  all  rights  to  receive  payments under
presently existing or hereafter acquired or created letters  of  credit),
or by virtue of merchandise sold or leased, services rendered, by  or set
forth  in  or  arising  out of any present or future chattel paper, note,
draft, lease, acceptance,  writing,  bond,  insurance policy, instrument,
document or general intangible, and all extensions  and  renewals  of any
thereof,  all rights under or arising out of present or future contracts,
agreements  or  general interest in merchandise which gave rise to any or
all of the foregoing, including all goods, all claims or causes of action
now  existing or hereafter  arising  in  connection  with  or  under  any
agreement or document or by operation of law or otherwise, all collateral
security  of  any  kind  (including,  without  limitation,  real property
mortgages and deeds of trust) and letters of credit given by  any  Person
with  respect  to any of the foregoing, all books and records in whatever
media (paper, electronic  or  otherwise) recorded or stored, with respect
to any or all of the foregoing  and  all general intangibles necessary or
beneficial to retain, access and/or process  the information contained in
those  books and records, and all proceeds (cash  and  non-cash)  of  the
foregoing.

          "Account  Debtor"  means  any  Person  who  is  obligated on an
Account and "Account Debtors" mean all Persons who are obligated  on  the
Accounts.

          "AeroCon,  Inc."  means  AeroCon, Inc., a corporation organized
and existing under the laws of the State  of Delaware, and its successors
and assigns.

          "Affiliate" means, with respect to  any  designated Person, any
other  Person,  (i)  directly  or  indirectly  controlling,  directly  or
indirectly controlled by, or under direct or indirect common control with
the Person designated, (ii) directly or indirectly  owning or holding ten
percent (10%) or more of any equity interest in such  designated  Person,
or  (iii)  ten  percent  (10%)  or  more  of  whose stock or other equity
interest  is  directly  or indirectly owned or held  by  such  designated
Person.  For purposes of  this  definition, the term "control" (including
with correlative meanings, the terms  "controlling",  "controlled by" and
"under   common   control  with")  means  the  possession,  directly   or
indirectly, of the  power  to  direct  or  cause  the  direction  of  the
management  and policies of a Person, whether through ownership of voting
securities or other equity interests or by contract or otherwise.

          "Agency  Fee"  and "Agency Fees" have the meanings described in
Section 8.9.

          "Agent" means the Person defined as the "Agent" in the preamble
of this Agreement and shall  also  include  any successor Agent appointed
pursuant to Section 8.7.

          "Agent's  Obligations"  shall  mean  any  and  all  Obligations
payable  solely to and for the exclusive benefit  of  the  Agent  by  the
Borrower under  the  terms  of  this  Agreement  and/or  any of the other
Financing  Documents, including, without limitation, any and  all  Agency
Fees, Letter of Credit Fronting Fees and/or Field Examination Fees.

          "Agreement"  means  this  Financing  and Security Agreement, as
amended,  restated,  supplemented  or otherwise modified  in  writing  in
accordance with the provisions of Section 9.2 of this Agreement.

          "Alternate Base Rate" means  the  sum of (i) the Base Rate PLUS
(ii) the Applicable Margin.

          "Amortizing  Iowa Bond Letter of Credit  Obligations"  has  the
meaning  described in Section  2.5.5(b)  (Payments  of  Bond  Letters  of
Credit).

          "Applicable  Interest  Rate"  means (i) the LIBOR Rate, or (ii)
the Alternate Base Rate.

          "Applicable Margin" means the applicable  rate  per annum to be
added  to the LIBOR Base Rate or the Base Rate, as set forth  in  Section
2.7.1.

          "Asset  Disposition" means the disposition of any or all of the
Assets of the Borrower  or  any  Subsidiary  of  the Borrower, whether by
sale,   lease,  transfer  or  other  disposition  (including   any   such
disposition  effected  by  way  of  merger  or  consolidation) other than
Permitted Asset Dispositions.

          "Assets" means at any date all assets that,  in accordance with
GAAP  consistently  applied,  should  be  classified  as  assets   on   a
consolidated balance sheet of the Borrower and its Subsidiaries.

          "Assignee"  has  the  meaning  set forth in Section 9.5 of this
Agreement.

          "Assignment  of  Patents"  means (i)  that  certain  collateral
assignment of patents as security dated  as  of the Closing Date from the
Borrower  to  the Agent for the benefit of the Lenders  ratably  and  the
Agent, (ii) that  certain  collateral  assignment  of patents as security
dated as of the Closing Date from BTP, BIC, Berry Sterling and PackerWare
to the Agent for the benefit of the Lenders ratably  and  the  Agent, and
(iii) that certain collateral assignment of patents as security  dated as
of the date of this Agreement from Venture Southeast and Venture Midwest,
as  amended,  restated, supplemented or otherwise modified in writing  at
any time and from time to time.

          "Assignment  of  Trademarks"  means (i) that certain collateral
assignment of trademarks as security dated  as  of  the Closing Date from
the Borrower to the Agent for the benefit of the Lenders  ratably and the
Agent, (ii) that certain collateral assignment of trademarks  as security
dated as of the Closing Date from PackerWare to the Agent for the benefit
of  the  Lenders ratably and the Agent, and (iii) that certain collateral
assignment  of  trademarks  as  security dated the date of this Agreement
from Venture Southeast and Venture  Midwest  to the Agent for the benefit
of the Lenders ratably and the Agent, as amended,  restated, supplemented
or otherwise modified in writing at any time and from time to time.

          "Base Rate" means the higher of (i) the Prime Rate, or (ii) the
sum of (x) the Federal Funds Rate, plus (y) fifty (50) basis points.

          "Base Rate Loan" means any Loan for which  interest  is  to  be
computed with reference to the Alternate Base Rate.

          "Berry  Design"  means  Berry  Plastics  Design  Corporation, a
corporation  organized  and  existing  under  the  laws  of the State  of
Delaware, and its successors and assigns.

          "Berry   Sterling"   means   Berry   Sterling  Corporation,   a
corporation  organized  and  existing  under the laws  of  the  State  of
Delaware, and its successors and assigns.

          "Berry  Venture"  shall  have  the  meaning  specified  in  the
Recitals.
          "BIC" means Berry Iowa Corporation, a corporation organized and
existing under the laws of the State of Delaware,and  its  successors and
assigns.

          "BTP" means Berry Tri-Plas Corporation, a corporation organized
and existing under the laws of the State of Delaware, and its  successors
and assigns.

          "Bankruptcy  Code" means the United States Bankruptcy Code,  as
amended from time to time, and any successor Laws.

          "Bond  Letter  of   Credit  Agreements"  means  the  collective
reference to the Iowa Bond Letter  of  Credit  Agreement, the Nevada Bond
Letter of Credit Agreement and the South Carolina  Bond  Letter of Credit
Agreement.

          "Bond Letter of Credit Commitment" means the agreement  of  the
Agent  relating  to  the  issuance  of  the  Bond  Letters of Credit, the
repayment of the Bond Letter of Credit Obligations and the agreement of a
Lender to purchase a participating interest in any Bond  Letter of Credit
Obligations with respect to such Bond Letters of Credit, all  subject  to
and in accordance with the provisions of this Agreement; and "Bond Letter
of  Credit Commitments" means the collective reference to the Bond Letter
of Credit Commitment of the Agent and each of the Lenders.

          "Bond  Letter of Credit Committed Amount" has the meaning given
such term in Section 2.5.1.

          "Bond Letter of Credit Facility" means the facility established
pursuant  to Section  2.5  (Bond  Letter  of  Credit  Facility)  of  this
Agreement.

          "Bond  Letter  of  Credit Fee" and "Bond Letter of Credit Fees"
have the meanings described in  Section  2.5.2  (Bond  Letter  of  Credit
Fees).

          "Bond Letter of Credit Fronting Fee" and "Bond Letter of Credit
Fronting  Fees" have the meanings described in Section 2.5.2 (Bond Letter
of Credit Fees).

          "Bond  Letter  of  Credit  Obligations"  means  the  collective
reference to the Iowa Bond Letter of Credit Obligations, the Nevada  Bond
Letter of Credit Obligations and the South Carolina Bond Letter of Credit
Obligations.

          "Bond   Letter   of   Credit  Agreement  Documents"  means  the
collective  reference  to  the  Iowa  Bond  Letter  of  Credit  Agreement
Documents - Bonds, the Iowa Bond  Letter  of Credit Agreement Documents -
NB, the Nevada Bond Letter of Credit Agreement  Documents  -  Bonds,  the
Nevada Bond Letter of Credit Agreement Documents - NB, the South Carolina
Bond Letter of Credit Agreement Documents - Bonds, and the South Carolina
Bond Letter of Credit Agreement Documents - NB.

          "Bond  Letters of Credit" means the collective reference to the
Iowa Bond Letter of  Credit  -  NB, the Nevada Bond Letter of Credit - NB
and the South Carolina Bond Letter of Credit - NB.

          "Bonds" means the collective  reference  to the Iowa Bonds, the
Nevada Bonds and the South Carolina Bonds.

          "Borrowing  Base" has the meaning described  in  Section  2.1.3
(Borrowing Base).

          "Borrowing  Base  Deficiency"  has  the  meaning  described  in
Section 2.1.3 (Borrowing Base).

          "Borrowing Base  Report"  has  the meaning described in Section
2.1.4 (Borrowing Base Report).

          "Borrowing Base Trigger Event" has  the  meaning  described  in
Section 2.1.4 (Borrowing Base Report).

          "Business  Day"  means any day other than a Saturday, Sunday or
other day on which (i) in the  case of NationsBank (as Agent and Lender),
commercial banks in the State are  authorized  or  required to close and,
(ii) in the case of the Lenders other than NationsBank, those Lenders are
open for the transaction of business at the addresses  stated after their
names on the signature pages of this Agreement.

          "Capital  Expenditure"  means  an  expenditure which  would  be
classified as such in accordance with GAAP (whether  payable  in  cash or
other  property  or  accrued as a liability) for Fixed or Capital Assets,
including, without limitation, the entering into of a Capital Lease.

          "Capital Lease"  means  with respect to any Person any lease of
real or personal property, for which  the  related Lease Obligations have
been  or  should  be,  in  accordance  with  GAAP  consistently  applied,
reflected as a liability on the balance sheet that Person.

          "Cash Equivalents" means (a) securities with  maturities of one
year or less from the date of acquisition issued or fully  guaranteed  or
insured  by  the  United  States  Government  or  any agency thereof, (b)
certificates of deposit with maturities of one (1)  year or less from the
date  of  acquisition of, or money market accounts maintained  with,  the
Agent, any  Affiliate of the Agent, or any other domestic commercial bank
having capital  and  surplus  in  excess  of  One Hundred Million Dollars
($100,000,000.00)  or  such  other  domestic  financial  institutions  or
domestic brokerage houses to the extent disclosed  to,  and  approved by,
the  Agent and (c) commercial paper of a domestic issuer rated  at  least
either  A-1 by Standard & Poor's Corporation (or its successor) or P-1 by
Moody's Investors Service, Inc. (or its successor) with maturities of six
(6) months or less from the date of acquisition.

          "Chattel Paper" means a writing or writings which evidence both
a monetary  obligation  and  a  security interest in or lease of specific
goods; any returned, rejected or  repossessed  goods  covered by any such
writing  or  writings  and  all proceeds (in any form including,  without
limitation,  accounts,  contract   rights,   documents,   chattel  paper,
instruments  and  general  intangibles)  of  such  returned, rejected  or
repossessed goods; and all proceeds (cash and non-cash) of the foregoing.

          "Closing Date" means January 21, 1997.

          "Collateral"  means  all  property  of  the Borrower  and  each
Subsidiary  Guarantor  subject  from time to time to the  Liens  of  this
Agreement,  any  of  the  Security Documents  and/or  any  of  the  other
Financing Documents, together with any and all cash and non-cash proceeds
and products thereof.

          "Collateral Account" has the meaning described in Section 2.1.8
(The Collateral Account).

          "Collateral Disclosure  List"   has  the  meaning  described in
Section 3.3 (Collateral Disclosure List).

          "Collection"  means each check, draft, cash, money, instrument,
item, and other remittance  in  payment  or  on account of payment of the
Accounts or otherwise with respect to any Collateral,  including, without
limitation, cash proceeds of any returned, rejected or repossessed goods,
the sale or lease of which gave rise to an Account, and other proceeds of
Collateral; and "Collections" means the collective reference  to  all  of
the foregoing.

          "Commitment"  means  with respect to each Lender, such Lender's
Revolving Credit Commitment, Letter  of  Credit  Commitment,  Term Loan A
Commitment,  Term Loan B Commitment, or Bond Letter of Credit Commitment,
as the case may  be,  and "Commitments" means the collective reference to
the Revolving Credit Commitments,  the  Letter of Credit Commitments, the
Term Loan A Commitments, Term Loan B Commitments,  and the Bond Letter of
Credit Commitments of all of the Lenders.

          "Committed  Amount"  means  with respect to each  Lender,  such
Lender's Revolving Credit Committed Amount,  Letter  of  Credit Committed
Amount,  Term Loan A Committed Amount, Term Loan B Committed  Amount,  or
the Bond Letter  of  Credit  Committed  Amount,  as  the case may be, and
"Committed  Amounts"  means  collectively  the  Revolving Loan  Committed
Amount,  the  Letter of Credit Committed Amount, Term  Loan  A  Committed
Amount, Term Loan  B  Committed  Amount,  and  the  Bond Letter of Credit
Committed Amount of each of the Lenders.

          "Compliance    Certificate"   means   a   periodic   Compliance
Certificate described in Section 6.1.1(a) (Financial Statements).

          "Commonly Controlled  Entity"  means  an entity, whether or not
incorporated, which is under common control with  the Borrower within the
meaning of Section 414(b) or (c) of the Internal Revenue Code.

          "Container  Purchase  Agreement"  means  that   certain   asset
purchase  agreement  dated  as  of  January  17,  1997  by  and among the
Borrower,  Container  Industries, Inc. and the shareholders of  Container
Industries,  Inc.,  as  amended,   restated,  supplemented  or  otherwise
modified.

          "Container   Purchase   Agreement    Transaction"   means   the
acquisition  of  all  or  substantially  all of the assets  of  Container
Industries, Inc.

          "Copyrights"  means and includes,  in  each  case  whether  now
existing or hereafter arising,  all  of  the Borrower's rights, title and
interest  in  and  to  (a)  all  copyrights,  rights   and  interests  in
copyrights,  works  protectable  by  copyright,  copyright registrations,
copyright applications, and all renewals of any of the foregoing, (b) all
income,  royalties,  damages  and  payments now or hereafter  due  and/or
payable  under  any  of  the foregoing,  including,  without  limitation,
damages or payments for past,  current  or future infringements of any of
the  foregoing,  (c)  the  right  to  sue for past,  present  and  future
infringements of any of the foregoing,  and  (d) all rights corresponding
to any of the foregoing throughout the world.

          "Credit  Facility"  means with respect  to  each  Lender,  such
Lender's Pro Rata Share of the  Revolving  Credit Facility, the Letter of
Credit Facility, the Term Loan A Facility, the  Term  Loan B Facility, or
the  Bond  Letter  of  Credit Facility, as the case may be,  and  "Credit
Facilities" means collectively  the Revolving Credit Facility, the Letter
of Credit Facility, the Term Loan  A  Facility, the Term Loan B Facility,
and the Bond Letter of Credit Facility,  and  any  and  all  other credit
facilities now or hereafter extended under or secured by this Agreement.

          "Current  Bond  Letter  of Credit Obligations" has the  meaning
described in Section 2.5.5 hereof.

          "Current  Letter  of  Credit   Obligations"   has  the  meaning
described in Section 2.4.5 hereof.

          "Debt Service" means for any period of determination thereof an
amount  equal  to  the total of the aggregate amount of all  payments  of
principal and interest with respect to Indebtedness for Borrowed Money of
the Borrower and the  Subsidiary  Guarantors  scheduled  to  be  due  and
payable  during  such  period,  excluding,  any  Term  Loan  B  Mandatory
Prepayments   with   respect  to  Excess  Cash  Flow.   For  purposes  of
calculating "Debt Service",  the  Agent  and  the  Lenders agree that (i)
scheduled  payments  with  respect  to  the  Iowa Bond Letter  of  Credit
Obligations shall reflect the permitted amortization of a portion of such
Iowa Bond Letter of Credit Obligations pursuant  to  Section  2.5.5(b) of
this  Agreement,  and  (ii)  Iowa  Bond  Rollover  Payments shall not  be
included in the determination of Debt Service.

          "Debt Service Coverage Ratio" means as to the Borrower and each
of the Subsidiary Guarantors, on a consolidated basis,  for any period of
determination thereof the ratio of (a) EBITDA to (b) Debt Service.

          "Deed of Trust - Anderson" means that certain deed  of trust or
mortgage dated as of the date of this Agreement from Venture Southeast to
or  for  the  benefit of the Agent, as the same may from time to time  be
amended, restated,  supplemented  or  modified,  which  Deed  of  Trust -
Anderson  grants to the Agent for the benefit of the Lenders ratably  and
for the benefit  of  the  Agent,  a  first  priority Lien on that certain
property  located  in   Anderson  County,  South  Carolina,   as  further
described therein.

          "Deed of Trust - Indian Trail" means that certain deed of trust
or  mortgage dated as of the Closing Date from BTP to or for the  benefit
of the  Agent,  as  the  same may from time to time be amended, restated,
supplemented or modified, which Deed of Trust -Indian Trail grants to the
Agent for the benefit of the  Lenders  ratably and for the benefit of the
Agent, a first priority Lien on that certain  property known generally as
Wesley Chapel-Stouts Road, Indian Trail, North Carolina 28079.

          "Deed of Trust - Evansville" means that  certain  deed of trust
or mortgage dated as of the Closing Date from the Borrower to  or for the
benefit  of  the  Agent,  as  the  same may from time to time be amended,
restated, supplemented or modified,  which  Deed  of  Trust  - Evansville
grants  to the Agent for the benefit of the Lenders ratably and  for  the
benefit of  the  Agent,  a  first  priority Lien on that certain property
known generally as 101 Oakley Street, Evansville, Indiana 47710.

          "Deed of Trust - Henderson" means that certain deed of trust or
mortgage dated as of the Closing Date  from  the  Borrower  to or for the
benefit  of  the  Agent,  as  the  same may from time to time be amended,
restated, supplemented or modified,  which  Deed  of  Trust  -  Henderson
grants  to  the Agent for the benefit of the Lenders ratably and for  the
benefit of the  Agent,  a  second  priority Lien on that certain property
known generally as 800 East Horizon Drive, Henderson, Nevada 89009.

          "Deed of Trust - Iowa Falls"  means  that certain deed of trust
or mortgage dated as of the Closing Date from BIC  to  or for the benefit
of  the  Agent,  as the same may from time to time be amended,  restated,
supplemented or modified,  which  Deed of Trust -Iowa Falls grants to the
Agent for the benefit of the Lenders  ratably  and for the benefit of the
Agent, a first priority Lien on that certain property  known generally as
1036 Industrial Park Road, Iowa Falls, Iowa 50126.

          "Deed of Trust - Lawrence" means that certain  deed of trust or
mortgage  dated  as  of  the Closing Date from PackerWare to or  for  the
benefit of the Agent, as the  same  may  from  time  to  time be amended,
restated, supplemented or modified, which Deed of Trust - Lawrence grants
to the Agent for the benefit of the Lenders ratably and for  the  benefit
of  the  Agent,  a  first  priority  Lien  on that certain property known
generally as 2330 Packer Road, Lawrence, Kansas 66044.

          "Deed of Trust - Monroeville" means  that certain deed of trust
or mortgage dated as of the date of this Agreement  from  Venture Midwest
to or for the benefit of the Agent, as the same may from time  to time be
amended,  restated,  supplemented  or  modified,  which  Deed of Trust  -
Anderson grants to the Agent for the benefit of the Lenders  ratably  and
for  the  benefit  of  the  Agent,  a first priority Lien on that certain
property located in Huron County, Ohio, as further described therein.

          "Deed of Trust - Suffolk" means  that  certain credit line deed
of trust, assignment and security agreement dated May 13, 1997 from Berry
Design to or for the benefit of the Agent, as the  same  may from time to
time be amended, restated, supplemented or modified, which  Deed of Trust
- Suffolk grants to the Agent for the benefit of the Lenders  ratably and
for  the  benefit  of  the  Agent,  a first priority Lien on that certain
property known generally as 1401 Progress Road, Suffolk, Virginia.

          "Deed of Trust - Winchester"  means  that certain deed of trust
or mortgage dated as of the Closing Date from Berry  Sterling  to  or for
the  benefit  of the Agent, as the same may from time to time be amended,
restated, supplemented or modified, which Deed of Trust - Lawrence grants
to the Agent for  the  benefit of the Lenders ratably and for the benefit
of  the Agent, a first priority  Lien  on  that  certain  property  known
generally  as  160  Industrial  Drive,  Winchester,  Virginia.  The Agent
understands that Berry Sterling intends to close and consummate a sale of
the  property  encumbered by the Deed of Trust - Winchester  as  soon  as
commercially practicable  and that, accordingly, the Agent agrees that it
shall not record or cause to  be  recorded the Deed of Trust - Winchester
among any public land records office  at any time prior to the date which
is ninety (90) days after the Closing Date; unless on or before such date
there exists a Default or an Event of Default.

          "Deeds of Trust" means the collective  reference to the Deed of
Trust - Anderson, the Deed of Trust - Indian Trail,  the  Deed of Trust -
Evansville,  the  Deed  of  Trust - Henderson, the Deed of Trust  -  Iowa
Falls, the Deed of Trust - Lawrence, the Deed of Trust - Monroeville, the
Deed of Trust - Suffolk, and the Deed of Trust - Winchester.

          "Default" means an  event  which,  with the giving of notice or
lapse of time, or both, would constitute an Event  of  Default  under the
provisions of this Agreement.

          "Distribution" means (i) the payment of any dividends or  other
distributions  on capital stock of the Borrower (except distributions  in
any class of capital  stock)  and  (ii)  the redemption or acquisition of
capital stock or Subordinated Indebtedness  of  the  Borrower unless made
contemporaneously from the Net Proceeds of the sale of  capital  stock or
the issuance of Subordinated Indebtedness to the extent permitted  by the
provisions of this Agreement or otherwise consented to by the Agent.

          "Documents"  means all documents of title, whether now existing
or hereafter acquired or created, and all proceeds (cash and non-cash) of
the foregoing.

          "Draw" has the  meaning  described in Section 2.5.5(b) (Payment
of Bond Letters of Credit).

          "Early Termination Fee" has  the  meaning  described in Section
2.1.11 (Early Termination Fee).

          "EBITDA"   means   as   to  the  Borrower  and  the  Subsidiary
Guarantors, on a consolidated basis,  as of any date or for any period of
determination,  the sum of (a) the net profit  (or  loss)  determined  in
accordance with GAAP  consistently applied, PLUS (b) interest expense and
income Taxes or alternative  minimum  Taxes for such period to the extent
deducted  in  the  calculation  of  net  income   (or   loss),  PLUS  (c)
depreciation and amortization of Assets for such period, PLUS (d) unusual
expenses  associated  with  the write-off of the capitalized  portion  of
financing costs, MINUS (e) non-cash  gains  from  Asset  sales other than
sales of Inventory in the ordinary course of business, PLUS  (f) non-cash
losses  from  Asset  sales  other than sales of Inventory in the ordinary
course of business, PLUS, (g)  non-cash  extraordinary  losses, MINUS (h)
extraordinary  gains,  MINUS  (i)  interest  income, MINUS (j)  any  gain
relating to the accumulated effect of any change  in  accounting  method,
PLUS  (k)  any  loss relating to the accumulated effect of any change  in
accounting method,  each  item  in  clauses  (a)  through  (k) calculated
pursuant  to  GAAP  for  such period, PLUS, (l) any non-cash compensation
expenses, MINUS, (m) any non-cash compensation gains.

          "Eligible Inventory"  means  the  collective  reference  to all
Inventory  of  the  Borrower and each Subsidiary Guarantor held for sale,
valued at the lowest  of  (i) the cost, (ii) any ceiling prices which may
be   established   by  any  Law  of   any   Governmental   Authority   or
(iii) prevailing market  value, all as reduced by the aggregate amount of
all reserves, limits and deductions provided for in this definition or in
Section 2.1.3 (Borrowing Base));  EXCLUDING, however, any Inventory which
consists of:

          (a) any Inventory located outside of the United States,

          (b) any Inventory located  outside of a state in which the
     Agent has properly perfected the  Liens  of  the  Agent and the
     Lenders under this Agreement, free and clear of all other Liens
     (other than Permitted Liens),

          (c)  any  Inventory  not in the actual possession  of  the
     Borrower  or  a  Subsidiary Guarantor,  except  to  the  extent
     provided in subsection (d) below,

          (d)  any  Inventory   in   the  possession  of  a  bailee,
     warehouseman, consignee or similar  third  party, except to the
     extent that either (1) such bailee, warehouseman,  consignee or
     similar  third  party  has  entered into an agreement with  the
     Agent in which such bailee, warehouseman,  consignee or similar
     third party consents and agrees to the Lien  of  the  Agent and
     the  Lenders  on  such  Inventory  and  to such other terms and
     conditions as may be reasonably required  by  the Agent, or (2)
     with respect to any Inventory in the possession  of a bailee or
     warehouseman,  the  Agent  has established a reserve  for  such
     Inventory in an amount not greater than three (3) months of any
     fees or other charges which  would  be  due  and payable to any
     such  bailee  and  warehouseman under its agreements  with  the
     Borrower or Subsidiary  Guarantor,  as  appropriate  (the Agent
     agrees to so establish a reserve as of the Closing Date  and at
     such  times thereafter as shall be appropriate unless otherwise
     directed by the Borrower),

          (e)  any Inventory located on premises leased or rented to
     the Borrower  or  a Subsidiary Guarantor or otherwise not owned
     by the Borrower or  a  Subsidiary  Guarantor, unless either (1)
     the Agent has received a waiver and  consent  from  the lessor,
     landlord   and/or  owner,  in  form  and  substance  reasonably
     satisfactory  to  the  Agent  and  from  any  mortgagee of such
     lessor, landlord or owner to the extent reasonably  required by
     the Agent or (2) with respect to any such Inventory,  the Agent
     has  established a reserve for such Inventory in an amount  not
     greater  than  three  (3)  months of any rents or other charges
     which would be due and payable  to any such lessor, landlord or
     owner  under  its agreements with the  Borrower  or  Subsidiary
     Guarantor, as appropriate  (the  Agent agrees to so establish a
     reserve as of the Closing Date and  at such times thereafter as
     shall  be  appropriate  unless  otherwise   directed   by   the
     Borrower),

          (f)  any  Inventory the sale or other disposition of which
     has given rise to an Account,

          (g) any Inventory  which  fails  to meet all standards and
     requirements imposed by any Governmental  Authority  over  such
     Inventory or its production, storage, use or sale to the extent
     that the failure to meet any such standards and/or requirements
     imposed by any Governmental Authority would entitle a purchaser
     of  such  Inventory to return the Inventory or otherwise cancel
     or rescind  its  purchase  or shall otherwise materially impair
     the value of the Inventory or  the  ability  of  the  Agent  to
     realize upon the value of the Inventory,

          (h)  work-in-process  or  supplies (the Agent acknowledges
     that  based  on its field examination  of  Inventory  conducted
     prior to the Closing  Date, no Inventory has been classified as
     work-in-process, except  for certain Inventory of PackerWare as
     to which the Agent will advise  the Borrower once the Agent has
     completed  its review of the field  examination  and  audit  of
     PackerWare),

          (i) any  Inventory as to which the Agent determines in the
     exercise of its sole and absolute discretion at any time and in
     good  faith  (i)   is  not  in  merchantable  condition  or  is
     defective, post-seasonal,  slow  moving  or  obsolete  and (ii)
     which  the  Agent  determines  in  the exercise of its sole and
     absolute  discretion is unlikely to be  sold  in  the  ordinary
     course of business  within  a  reasonable period of time and on
     customary terms and conditions,  without significant out of the
     ordinary course discounts or other concessions,

          (j)  any  Inventory  which the Agent  in  the  good  faith
     exercise of its sole and absolute  discretion  has deemed to be
     ineligible because the Agent considers the collateral  value to
     the  Agent  and  the  Lenders  to  be  impaired in any material
     respect or its ability to realize such value  to be insecure in
     any material respect, and

          (k) any Inventory of Venture Southeast or  Venture Midwest
     until such time as the Agent completes, reviews and  approves a
     satisfactory  field  examination  and  audit of the Assets  and
     properties of Venture Southeast and Venture  Midwest,  at which
     time  such  Assets  and  properties  shall  be  included in the
     Borrowing  Base  if  the results of such field examination  and
     audit are acceptable in  all  respects  to  the  Agent  in  its
     reasonable  discretion and such Assets and properties otherwise
     satisfy the eligibility criteria for inclusion in the Borrowing
     Base.

     In the event  of  any  dispute  under  the foregoing criteria, as to
whether  Inventory  is,  or  has  ceased to be, Eligible  Inventory,  the
decision of the Agent in the good faith exercise of its sole and absolute
discretion shall control.

          "Eligible Receivable" and  "Eligible  Receivables" mean, at any
time of determination thereof, the unpaid portion of each Account (net of
any  returns,  discounts,  claims asserted by Account  Debtors  or  other
obligors with respect to such  Account, credits, charges, accrued rebates
or  other  allowances, offsets, deductions,  counterclaims,  disputes  or
other defenses asserted by Account Debtors or other obligors with respect
to such Account,  and  reduced  by  the aggregate amount of all reserves,
limits and deductions expressly provided  for  in this  Agreement), which
shall  be  receivable in United States Dollars by  the  Borrower  or  any
Subsidiary Guarantor,  provided  each  Account  conforms and continues to
conform to the following criteria to the reasonable  satisfaction  of the
Agent:

          (a)  the  Account arose in the ordinary course of business
     from a bona fide  outright  sale  of Inventory or from services
     performed;

          (b) the Account is a valid, legally enforceable obligation
     of the Account Debtor;

          (c) if the Account arises from  the sale of Inventory, the
     Inventory the sale of which gave rise  to  the account has been
     shipped or delivered to the Account Debtor on  an absolute sale
     basis and not on a bill and hold sale basis, a consignment sale
     basis, a guaranteed sale basis, a sale or return  basis,  or on
     the basis of any other similar understanding;

          (d)   if  the  Account  arises  from  the  performance  of
     services, such services have been fully rendered;

          (e) the  Account  is  evidenced  by  an  invoice  or other
     documentation in form reasonably acceptable to the Agent, dated
     no  later than two (2) Business Days after the date of shipment
     or performance  and  containing  only terms normally offered by
     the Borrower or the Subsidiary Guarantor, as appropriate;

          (f) the amount shown on the books  of  the Borrower or the
     Subsidiary  Guarantor,  as  appropriate,  and on  any  invoice,
     certificate, schedule or statement delivered  to  the  Agent is
     owing   to   the  Borrower  or  the  Subsidiary  Guarantor,  as
     appropriate, with  any  partial  payment reducing the amount of
     the Eligible Receivable by such partial payment received;

          (g) the Account is not outstanding  more  than one hundred
     twenty (120) days from the date of the invoice therefor or past
     due more than thirty (30) days after its due date,  which shall
     not be later than ninety (90) days after the invoice date;

          (h)  the  Account  is not owing by any Account Debtor  for
     which fifty percent (50%)  or  more  of  such  Account Debtor's
     other Accounts (or any portion thereof) due to the  Borrower or
     any  Subsidiary  Guarantor,  individually, or the Borrower  and
     each  of  the  Subsidiary  Guarantors  collectively,  are  non-
     Eligible Receivables;

          (i) the Account is not  owing  by  an  Account Debtor or a
     group  of  affiliated  Account  Debtors  whose  then   existing
     Accounts  owing  to  the  Borrower or any Subsidiary Guarantor,
     individually, exceed in the aggregate, fifteen percent (15%) of
     the  total  Eligible  Receivables   of   the  Borrower  or  the
     Subsidiary Guarantor, as appropriate, and  is  not  owing by an
     Account  Debtor or a group of affiliated Account Debtors  whose
     then  existing  Accounts  to  the  Borrower  and  each  of  the
     Subsidiary  Guarantors  collectively  exceed, in the aggregate,
     fifteen percent (15%) of the total Eligible  Receivables of the
     Borrower and all of the Subsidiary Guarantors,

     except  that  with respect to Accounts owing by  those  Account
     Debtors identified  on Schedule 1.1 attached hereto, as updated
     with the Agent's consent at any time and from time, the Account
     is not owing by any Account  Debtor  so  named  on Schedule 1.1
     whose  then  existing  Accounts  to  the  Borrower  and/or  any
     Subsidiary  Guarantor,  individually, exceed, in the aggregate,
     twenty-five percent (25%)  of the total Eligible Receivables of
     the Borrower or any Subsidiary  Guarantor,  as appropriate, and
     is  not  owing  by an Account Debtor so named on  Schedule  1.1
     whose then existing  Accounts  to  the Borrower and each of the
     Subsidiary Guarantors, collectively,  exceed, in the aggregate,
     twenty-five percent (25%) of the total  Eligible Receivables of
     the Borrower and all of the Subsidiary Guarantors;

          (j)  the  Account  Debtor  has not returned,  rejected  or
     refused to retain, or otherwise notified  the  Borrower  or any
     Subsidiary  Guarantor  of  any  dispute  concerning, or claimed
     nonconformity  of, any of the Inventory or  services  from  the
     sale or furnishing of which the Account arose;

          (k) the Account Debtor is not a Subsidiary or Affiliate of
     the  Borrower or  any  Subsidiary  Guarantor  or  an  employee,
     officer,  director  of  shareholder  of  the  Borrower  or  any
     Subsidiary  Guarantor  or  any  Subsidiary  or Affiliate of the
     Borrower   or   any  Subsidiary  Guarantor  (For  purposes   of
     calculating Eligible  Receivables, the term Affiliate shall not
     include any Affiliate of any stockholder of the Parent);

          (l) the Account Debtor is not incorporated or organized in
     or primarily located in  any jurisdiction outside of the United
     States  of  America  or Canada,  unless  the  Account  Debtor's
     obligations with respect  to  such  account  are  secured  by a
     letter  of credit, guaranty or banker's acceptance having terms
     and from  such issuers and confirmation banks as are reasonably
     acceptable   to   the  Agent  in  its  commercially  reasonable
     discretion  (which  letter  of  credit,  guaranty  or  banker's
     acceptance is subject  to  the  perfected Lien of the Agent for
     the benefit of the Lenders ratably and the Agent);

          (m) the Account Debtor with respect to such account is not
     insolvent  or  the  subject  of  any bankruptcy  or  insolvency
     proceedings of any kind or of any other proceeding or action;

          (n) the Account Debtor is not  a  Governmental  Authority,
     unless  the  Borrower  or Subsidiary Guarantor, as appropriate,
     shall  have  complied  to the  Agent's  satisfaction  with  the
     Assignment of Claims Act of 1940, as amended;

          (o)  neither  the  Borrower  nor  any  of  the  Subsidiary
     Guarantors is indebted in  any manner to the Account Debtor (as
     creditor, lessor, supplier otherwise),  with  the  exception of
     customary  credits,  adjustments and/or discounts given  to  an
     Account Debtor;

          (p) the Account does  not  arise  from  services  under or
     related  to  any  warranty  obligation  of  the Borrower or any
     Subsidiary Guarantor or out of service charges, finance charges
     or other fees for the time value of money;

          (q) the Account is not evidenced by Chattel  Paper  or  an
     Instrument  of  any  kind  and  is not secured by any letter of
     credit, except as permitted under  subsection (l) above, unless
     the original of any such Chattel Paper  and/or  Instrument  has
     been delivered to the Agent;

          (r) the title of the Borrower or the Subsidiary Guarantor,
     as  appropriate,  to the account is absolute and is not subject
     to any prior assignment,  claim,  Lien,  or  security interest,
     except Permitted Liens and Liens in favor of the  Agent  and/or
     the Lenders;

          (s)  no bond or other undertaking by a guarantor or surety
     which is not  reasonably acceptable to the Agent has been or is
     required to be  obtained, supporting the Account and any of the
     Account Debtor's  obligations  in respect of the Account, other
     than  as  and to the extent permitted  or  required  under  the
     provisions of subsection (l) above;

          (t)  the   Borrower  and  each  Subsidiary  Guarantor,  as
     appropriate, have  the  full and unqualified right and power to
     assign and grant a security  interest  in,  and  Lien  on,  the
     Account to the Agent as security and collateral for the payment
     of the Obligations;

          (u)  the Account does not arise out of a contract with, or
     order from,  an  Account  Debtor that, by its terms, forbids or
     makes void or unenforceable  the  assignment or grant of a Lien
     by the Borrower and each Subsidiary  Guarantor, as appropriate,
     to the Agent, for the benefit of the Lenders  ratably  and  the
     Agent, of the Account arising from such contract or order;

          (v)  the  Account  is  subject  to  a Lien in favor of the
     Agent, for the benefit of the Lenders ratably  and  the  Agent,
     which  Lien  constitutes  a  first  priority perfected security
     interest and Lien, subject only to Permitted Liens;

          (w) the Inventory giving rise to  the  Account was not, at
     the time of the sale thereof, subject to any Lien, except those
     in favor of the Agent, for the benefit of the  Lenders  ratably
     and the Agent and other Permitted Liens;

          (x)  no  part of the Account represents a progress billing
     or a retainage;

          (y)  the  Agent   in   the  good  faith  exercise  of  its
     commercially reasonable discretion  has  not deemed the Account
     ineligible because of uncertainty in any material respect as to
     the creditworthiness of the Account Debtor or because the Agent
     otherwise considers the collateral value of such Account to the
     Agent and the Lenders to be impaired in any material respect or
     its  ability  to  realize  such  value  to be insecure  in  any
     material respect; and

          (z)  until such time as the Agent completes,  reviews  and
     approves a  satisfactory  field  examination  and  audit of the
     Assets and properties of Venture Southeast and Venture Midwest,
     no  Account  of  Venture Southeast or Venture Midwest shall  be
     included in the Borrowing Base; upon the completion, review and
     approval of a satisfactory  field  examination and audit of the
     Assets and properties of Venture Southeast and Venture Midwest,
     the  Assets  and properties of Venture  Southeast  and  Venture
     Midwest may be  eligible for inclusion in the Borrowing Base if
     the results of such  field examination and audit are acceptable
     in all respects to the  Agent  in its reasonable discretion and
     such Assets and properties otherwise  satisfy  the  eligibility
     criteria for inclusion in the Borrowing Base.

In the event of any dispute, under the foregoing criteria,  as to whether
an account is, or has ceased to be, an Eligible Receivable, the  decision
of  the  Agent  in the good faith exercise of its commercially reasonable
discretion shall control.

          "Enforcement Costs" means all commercially reasonable expenses,
charges,  costs  and  fees  whatsoever  (including,  without  limitation,
reasonable outside  and  allocated  in-house  counsel attorney's fees and
expenses) of any nature whatsoever reasonably paid  or  incurred by or on
behalf of the Agent and/or any of the Lenders in connection  with (a) any
or  all  of  the  Obligations,  this  Agreement  and/or  any of the other
Financing   Documents  and  (b)  the  creation,  perfection,  collection,
maintenance,   preservation,   defense,   protection,  realization  upon,
disposition, sale or enforcement of all or  any  part  of the Collateral,
this  Agreement  or  any  of  the  other Financing Documents,  including,
without limitation, those costs and expenses more specifically enumerated
in Section 3.8 (Costs) and Section 9.10 (Enforcement Costs).  The Lenders
agree that the Borrower shall have no obligation to reimburse any Lender,
other than the Agent, for legal fees and expenses incurred by such Lender
in connection with its review, execution  and  delivery  of  any  of  the
Financing  Documents,  to  the extent such legal fees and expenses exceed
Five Thousand Dollars ($5,000).

          "Equipment"  means   all   equipment,   machinery,   computers,
chattels,  tools,  parts, machine tools, furniture, furnishings, fixtures
and supplies of every nature, presently existing or hereafter acquired or
created and wherever  located, whether or not the same shall be deemed to
be affixed to real property,  together  with  all  accessions, additions,
fittings,  accessories,  special  tools,  and  improvements  thereto  and
substitutions therefor and all parts and equipment  which may be attached
to  or  which are necessary or beneficial for the operation,  use  and/or
disposition   of   such  personal  property,  all  licenses,  warranties,
franchises  and general  intangibles  related  thereto  or  necessary  or
beneficial for  the  operation,  use  and/or  disposition  of  the  same,
together   with  all  Accounts,  Chattel  Paper,  Instruments  and  other
consideration  received  by  the  Borrower or any Subsidiary Guarantor on
account of the sale, lease or other disposition of all or any part of the
foregoing, and together with all rights  under  or arising out of present
or  future  Documents  and contracts relating to the  foregoing  and  all
proceeds (cash and non-cash) of the foregoing.

          "ERISA" means  the  Employee  Retirement Income Security Act of
1974, as amended from time to time.

          "Eurodollar  Business Day" means  any  Business  Day  on  which
dealings in United States  Dollar  deposits are carried out on the London
interbank market and on which commercial  banks are open for domestic and
international business (including dealings in Dollar deposits) in London,
England.

          "Eurodollar Lending Office" means  with  respect  to  the Agent
such  branch  or  office  of  the  Agent  as  designated by the Agent, as
applicable, from time to time as the branch or  office at which the LIBOR
Loans are to be made or maintained.

          "Event of Default" has the meaning described in Article 7.

          "Excess Cash Flow" means for any annual period of determination
thereof, an amount equal to fifty percent (50%) of the sum of (i) EBITDA,
less (ii) non-financed Capital Expenditures permitted  by  Section 6.2.6,
less  (iii)  cash income Taxes and alternative minimum Taxes,  less  (iv)
increases in working capital, plus (v) decreases in working capital, less
(vi) Debt Service,  as  shown on the annual financial statements for such
annual period, furnished  to  the Agent in accordance with Section 6.1.1;
or  in  the  event that the Borrower  fails  to  deliver  such  financial
statements to  the  Agent as and when required, the Agent shall estimate,
in its sole, but commercially reasonable discretion, the amount of Excess
Cash Flow for such period.

          "Federal Funds  Rate"  means  for any day of determination, the
weighted  average of the rates on overnight  Federal  funds  transactions
with 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) by the Federal Reserve Bank for the next preceding Business  Day) by
the Federal Reserve Bank of Richmond or, if such rate is not so published
for  any  day  that is a Business Day, the average of quotations for such
day on such transactions  received  by  the  Agent from three (3) Federal
funds brokers of recognized standing selected by the Agent.

          "Fees" means the collective reference  to  each  fee payable to
the Agent, for its own account or for the ratable benefit of the Lenders,
under the terms of this Agreement or under the terms of any  of the other
Financing Documents, including, without limitation, the Agency  Fees, the
Revolving Credit Unused Line Fees, the Letter of Credit Fees, the  Letter
of  Credit Fronting Fees, the Bond Letter of Credit Fees, the Bond Letter
of Credit Fronting Fees, the Early Termination Fee, the Term Loan B Fees,
and the Field Examination Fees.

          "Field  Examination  Fee" and "Field Examination Fees" have the
meanings described in Section 2.8.3 (Field Examination Fees).

          "Financing Documents"  means  at  any  time  collectively  this
Agreement,  the  Notes,  the  Security  Documents,  the  Letter of Credit
Documents, the Bond Letter of Credit Agreement Documents,  and  any other
instrument, agreement or document previously, simultaneously or hereafter
executed  and  delivered by the Borrower, any Guarantor and/or any  other
Person, singly or  jointly  with  another  Person or Persons, evidencing,
securing, guarantying or in connection with this Agreement, any Note, any
of the Security Documents, any of the Credit  Facilities,  and/or  any of
the  Obligations, all as the same may be amended, restated, supplemented,
replaced or otherwise modified at any time and from time to time.

          "Fixed  or  Capital  Assets"  of a Person at any date means all
assets  which  would, in accordance with GAAP  consistently  applied,  be
classified on the  balance  sheet  of  such  Person as property, plant or
equipment at such date.

          "Fixed  Charges"  means  as to the Borrower  and  each  of  the
Subsidiary  Guarantors,  on  a consolidated  basis,  for  any  period  of
determination, the scheduled payments  of  principal and cash interest on
account of all Indebtedness for Borrowed Money  and  on  account  of  all
Capital  Leases, plus cash Taxes, plus cash dividends declared or paid by
the Borrower.  For purposes of calculating "Fixed Charges", the Agent and
the Lenders  agree  that scheduled payments with respect to the Iowa Bond
Letter of Credit Obligations  shall reflect the permitted amortization of
a portion of such Iowa Bond Letter  of  Credit  Obligations  pursuant  to
Section 2.5.5(b) of this Agreement.

          "Fixed Charge Coverage Ratio" means as to the Borrower and each
of  the Subsidiary Guarantors, on a consolidated basis, for the period of
any determination  thereof,  the  ratio of (a) EBITDA, less the aggregate
amount of all non-financed Capital  Expenditures  for such period, to (b)
Fixed Charges.

          "Funded  Debt"  means  as  to  the  Borrower and  each  of  the
Subsidiary  Guarantors,  on  a consolidated basis,  as  of  any  date  of
determination, (i) the aggregate  of  all Indebtedness for Borrowed Money
of the Borrower and each of the Subsidiary Guarantors, whether secured or
unsecured (but excluding, without duplication,  loans  by the Borrower to
one  or more of the Subsidiary Guarantors), having a final  maturity  (or
which  by  the  terms thereof is renewable or extendible at the option of
the obligor for a  period  ending)  more  than  a  year  after that date,
including current maturities of long-term Indebtedness for Borrowed Money
(as  determined in accordance with GAAP), less (ii) the aggregate  amount
of all  cash  balances and Cash Equivalents of the Borrower and/or any of
the Subsidiary Guarantors.

          "GAAP"  means  generally  accepted accounting principles in the
United States of America in effect from time to time.

          "General Intangibles" means  all  general  intangibles of every
nature, whether presently existing or hereafter acquired  or created, and
without implying any limitation of the foregoing, further means all books
and records, claims (including without limitation all claims  for  income
tax  and  other  refunds),  choses in action, claims, causes of action in
tort  or equity, contract rights,  judgments,  customer  lists,  Patents,
Trademarks,   licensing  agreements,  rights  in  intellectual  property,
goodwill (including  goodwill  of  the  business  of  the Borrower or any
Subsidiary  Guarantor  symbolized  by  and associated with  any  and  all
Trademarks, trademark licenses, Copyrights and/or service marks), royalty
payments, licenses, rights as lessee under  any lease of real or personal
property,  literary  rights, Copyrights, service  names,  service  marks,
logos, trade secrets,  amounts received as an award in or settlement of a
suit in damages, deposit  accounts,  interests in joint ventures, general
or limited partnerships, or limited liability  companies or partnerships,
rights in applications for any of the foregoing,  books  and  records  in
whatever  media (paper, electronic or otherwise) recorded or stored, with
respect to  any  or  all  of  the  foregoing  and all general intangibles
necessary or beneficial to retain, access and/or  process the information
contained  in those books and records, and all proceeds  (cash  and  non-
cash) of the foregoing.

          "Governmental  Authority"  means  any nation or government, any
state or other political subdivision thereof  and  any  entity exercising
executive, legislative, judicial, regulatory or administrative  functions
of   or   pertaining   to   government  and  any  department,  agency  or
instrumentality thereof.

          "Guarantor" means the  Parent  or  any  Subsidiary Guarantor or
their  respective  successors  and  assigns,  as  the case  may  be;  and
"Guarantors" means the Parent, each and every Subsidiary  Guarantor,  and
each of their respective successors and assigns.

          "Guaranty"  means collectively each guaranty of payment for the
benefit of the Lenders  ratably  and  the Agent to the Lender from any or
all of the Guarantors, as the same may  from  time  to  time  be amended,
restated, supplemented or otherwise modified.

          "Hazardous  Materials"  means  (a)  any  "hazardous  waste"  as
defined by the Resource Conservation and Recovery Act of 1976, as amended
from  time  to  time,  and  regulations  promulgated  thereunder; (b) any
"hazardous  substance"  as  defined  by  the  Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended from time to
time,  and  regulations  promulgated thereunder; (c)  any  substance  the
presence of which on any property  now  or  hereafter  owned, acquired or
operated by the Borrower or any Subsidiary Guarantor is prohibited by any
Law  similar  to  those set forth in this definition; and (d)  any  other
substance which by  Law  requires  special  handling  in  its collection,
storage, treatment or disposal.

          "Hazardous  Materials  Contamination"  means  the contamination
(whether  presently  existing  or  occurring  after  the  date  of   this
Agreement)  by  Hazardous  Materials  of  any property owned, operated or
controlled by the Borrower or any Subsidiary  Guarantor  or for which the
Borrower  or  any  Subsidiary  Guarantor  has  responsibility, including,
without limitation, improvements, facilities, soil,  ground water, air or
other elements on, or of, any property now or hereafter  owned,  acquired
or  operated  by  the Borrower or any Subsidiary Guarantor, and any other
contamination by Hazardous  Materials  for  which  the  Borrower  or  any
Subsidiary Guarantor is, or is claimed to be, responsible.

          "Indebtedness"  of  a  Person  means  at  any  date  the  total
liabilities  of  such  Person  at such time determined in accordance with
GAAP consistently applied.

          "Indebtedness for Borrowed Money" of a Person means at any time
the sum at such time of (a) Indebtedness  of  such  Person  for  borrowed
money or for the deferred purchase price of property or services, (b) any
obligations  of such Person in respect of letters of credit, banker's  or
other acceptances  or  similar  obligations  issued  or  created  for the
account of such Person, (c) Lease Obligations of such Person with respect
to  Capital  Leases,  (d)  all  liabilities  secured  by  any Lien on any
property  owned  by such Person, to the extent attached to such  Person's
interest in such property,  even  though  such  Person has not assumed or
become  personally  liable for the payment thereof,  (e)  obligations  of
third parties which are  being  guarantied or indemnified against by such
Person or which are secured by the  property  of  such  Person;  (f)  any
obligation   of  such  Person  or  a  Commonly  Controlled  Entity  to  a
Multiemployer Plan; and (h) any obligations, liabilities or indebtedness,
contingent or  otherwise,  under or in connection with, any interest rate
or currency swap agreements,  cap, floor, and collar agreements, currency
spot, foreign exchange and forward contracts and other similar agreements
and arrangements; but excluding  trade  and other accounts payable in the
ordinary course of business in accordance  with customary trade terms and
which  are  not more than thirty (30) days past  due  (as  determined  in
accordance with customary trade practices) or which are being disputed in
good faith by  such  Person  and  for  which  adequate reserves are being
provided on the books of such Person in accordance with GAAP.

          "Indenture" means that certain indenture  dated as of April 21,
1994 by and between the Borrower and the United States  Trust  Company of
New  York,  as  trustee, entered into in connection with the Subordinated
Debt, as the same  may  be  amended,  restated  supplemented or otherwise
modified.

          "Installment  Payment  Date"  means  the  first   day  of  each
February, May, August and November commencing on May 1, 1997.

          "Instrument"  means  a negotiable instrument (as defined  under
Article 3 of the Uniform Commercial  Code), a "certificated security" (as
defined under Article 8 of the Uniform  Commercial  Code),  or  any other
writing  which evidences a right to payment of money and is not itself  a
security agreement  or  lease  and  is of a type which is in the ordinary
course   of  business  transferred  by  delivery   with   any   necessary
indorsement.

          "Interest  Coverage Ratio" means as to the Borrower and each of
the Subsidiary Guarantors,  on  a  consolidated  basis, for any period of
determination  thereof  the  ratio  of  (a) EBITDA to (b)  cash  interest
expense, all determined on a consolidated  basis  in accordance with GAAP
consistently applied.

          "Interest  Period"  means  as  to  any LIBOR Loan,  the  period
commencing on and including the date such LIBOR  Loan  is made (or on the
effective date of the Borrower's election to convert any  Base  Rate Loan
to a LIBOR Loan in accordance with the provisions of this Agreement)  and
ending  on  and  including  the  day  which  is  30,  60,  90 or 180 days
thereafter, as selected by the Borrower in accordance with the provisions
of this Agreement, and thereafter, each period commencing on the last day
of the then preceding Interest Period for such LIBOR Loan and  ending  on
and  including  the  day  which  is 30, 60, 90 or 180 days thereafter, as
selected  by  the Borrower in accordance  with  the  provisions  of  this
Agreement; provided, however that:

          (a) the  first day of any Interest Period shall be a Eurodollar
     Business Day;

          (b) if any Interest Period would end on a day that shall not be
     a Eurodollar Business Day, such Interest Period shall be extended to
     the  next  succeeding  Eurodollar  Business  Day  unless  such  next
     succeeding Eurodollar  Business  Day would fall in the next calendar
     month, in which case, such Interest  Period  shall  end  on the next
     preceding Eurodollar Business Day; and

          (c) no Interest Period shall extend beyond the Revolving Credit
     Termination Date or the scheduled maturity date of the Term  Loans A
     or Term Loans B, as appropriate.

          "Interest  Rate  Election Notice" has the meaning described  in
Section 2.7.2(e).

          "Interest Rate Protection Agreement" means any interest rate or
currency swap agreements, cap,  floor,  and  collar  agreements, currency
spot, foreign exchange and forward contracts and other similar agreements
and arrangements.

          "Internal  Revenue  Code"  means the Internal Revenue  Code  of
1986, as amended from time to time, and the Income Tax Regulations issued
and proposed to be issued thereunder.

          "Inventory"  means  all inventory  of  the  Borrower  and  each
Subsidiary Guarantor and all right,  title  and  interest of the Borrower
and each Subsidiary Guarantor in and to all of its  and  their  now owned
and  hereafter  acquired  goods,  merchandise and other personal property
furnished under any contract of service  or  intended  for sale or lease,
including,  without  limitation,  all  raw  materials,  work-in-progress,
finished  goods  and  materials  and  supplies  of  any  kind, nature  or
description  which are used or consumed in the business of  the  Borrower
and any Subsidiary  Guarantor, as appropriate, or are or might be used in
connection with the manufacture,  packing, shipping, advertising, selling
or finishing of such goods, merchandise  and  other licenses, warranties,
franchises, general intangibles, personal property  and  all Documents or
documents  relating to the same and all proceeds (cash and  non-cash)  of
the foregoing.

          "Iowa  Bond  Letter  of  Credit  -  NB"  means (i) that certain
irrevocable letter of credit issued by the Agent for  the  account of the
Borrower or BIC to replace the Iowa Bond Letter of Credit and  (ii)  that
certain  standby  credit  line made available by the Agent to replace the
Iowa Bond Standby Credit Agreement, as the same may be amended, restated,
reissued, renewed, supplemented,  replaced  or  otherwise modified at any
time and from time to time.

          "Iowa  Bond  Letter of Credit" means that  certain  irrevocable
letter of credit dated March  13,  1996,  as  amended  by Amendment No. 1
dated March 13, 1996, issued by Fleet National Bank of Connecticut in the
original amount of $6,025,810, for the account of BIC, for the benefit of
State Street Bank and Trust Company, as trustee, and as  security for the
Iowa  Bonds,  as  the  same may be amended, restated, reissued,  renewed,
supplemented, replaced or otherwise modified at any time and from time to
time.

          "Iowa Bond Letter  of  Credit  Agreement"  means  that  certain
letter of credit reimbursement agreement by and between the Agent and the
Borrower pursuant to which the Borrower will agree to reimburse the Agent
for  any  amounts drawn under the Iowa Bond Letter of Credit - NB and  to
pay certain  fees,  interest  and other amounts payable to the Agent with
respect to the Iowa Bond Letter  of  Credit  -  NB,  as  the  same may be
amended,  restated, supplemented, replaced or otherwise modified  at  any
time and from time to time.

          "Iowa  Bond Letter of Credit Agreement Documents - Bonds" means
all instruments, agreements  or  documents  previously, simultaneously or
hereafter executed and delivered by the Borrower,  any  Guarantor  and/or
any  other  Person,  singly  or  jointly  with another Person or Persons,
evidencing, securing, guarantying or in connection  with  the  Iowa  Bond
Letter  of  Credit,  the Iowa Bond Standby Credit Agreement (prior to the
date on which the Agent  is  a  party  thereto), and/or any or all of the
Iowa  Bonds,  all  as  the same may be amended,  restated,  supplemented,
replaced or otherwise modified at any time and from time to time.

          "Iowa Bond Letter of Credit Agreement Documents - NB" means the
Iowa Bond Letter of Credit  Agreement and any other instrument, agreement
or  document  previously,  simultaneously   or   hereafter  executed  and
delivered by the Borrower, any Guarantor and/or any  other Person, singly
or  jointly  with  another  Person  or  Persons,  evidencing,   securing,
guarantying  or in connection with the Iowa Bond Letter of Credit  -  NB,
the Iowa Bond  Standby  Letter  of  Credit Agreement (but only after such
date as the Agent is a party thereto)  and/or any or all of the Iowa Bond
Letter of Credit Obligations, all as the  same  may be amended, restated,
supplemented, replaced or otherwise modified at any time and from time to
time.

          "Iowa Bond Letter of Credit Obligations"  means  the collective
reference  to all Obligations of the Borrower under and with  respect  to
the Iowa Letter of Credit - NB, the Iowa Bond Letter of Credit Agreement,
and/or any of the Iowa Bond Letter of Credit Agreement Documents.

          "Iowa Bond Rollover Payments" means the collective reference to
payments made  to  the  bondholders  or to the Iowa Trustee pursuant to a
Draw or a Conversion Drawing.

          "Iowa Bond Standby Credit Agreement" means that certain Standby
Credit Agreement among BIC, The First  National  Bank of Boston, as prior
Iowa Bond Trustee, and Barclays Bank, PLC, New York  Branch,  dated as of
February 1, 1995; all of the obligations and rights of Barclays Bank PLC,
New  York  Branch,  having been assigned to and assumed by Fleet National
Bank of Connecticut pursuant  to  an Amendment, Assignment and Assumption
Agreement  dated  March  13,  1996,  by  and  among  BIC,  Fleet  Capital
Corporation, Barclays Bank PLC, New York  Branch, The First National Bank
of Boston, as remarketing agent, and State Street Bank and Trust Company,
as  Iowa  Bond Trustee, as the same may be amended,  restated,  reissued,
renewed, supplemented,  replaced  or  otherwise  modified at any time and
from  time  to  time.   Subsequent  to the Closing Date,  the  Agent  has
delivered  a  standby  line  of credit to  replace  the  line  of  credit
described in the Iowa Bond Standby  Credit  Agreement and a new Iowa Bond
Standby Credit Agreement has been executed and delivered among the Agent,
BIC and the Iowa Bond Trustee and other necessary  persons,  if  any, and
all references to the term Iowa Bond Standby Credit Agreement shall be to
such replacement agreement to which the Agent is a party, as the same may
be  amended,  restated,  reissued,  supplemented,  replaced  or otherwise
modified at any time and from time to time.

          "Iowa Bond Trust Agreement" means that certain loan  and  trust
agreement dated as of August 30, 1988 by and among the Iowa Bond Trustee,
The  City  of  Iowa Falls, Iowa, Genpak Corporation and Canadian Imperial
Bank of Commerce  (New York), relating to the Iowa Bonds, as supplemented
by the Supplemental  Agreement  dated  as  of  September 27, 1990, and as
amended by the Amendment to Loan and Trust Agreement dated as of February
12, 1992, and the Second Amendment to Loan and Trust  Agreement  dated as
of April 21, 1994, and as subsequently amended, restated, supplemented or
otherwise modified at any time and from time to time.

          "Iowa  Bond Trustee" means State Street Bank and Trust Company,
and its successors  and  assigns,  as  trustee  under the Iowa Bond Trust
Agreement.

          "Iowa  Bonds"  means  the  City  of  Iowa Falls  Flexible  Mode
Industrial  Development Revenue Refunding Bonds (Berry  Iowa  Corporation
Project), Series  1988,  issued  by  the  City of Iowa Falls, Iowa in the
original aggregate principal amount of Five Million Four Hundred Thousand
Dollars ($5,400,000).

          "Item  of  Payment"  means  each  check,  draft,  cash,  money,
instrument,  item,  and  other remittance in payment  or  on  account  of
payment of any Collateral,  including,  without limitation, cash proceeds
of any returned, rejected or repossessed  goods,  the  sale  or  lease of
which  gave  rise  to  an  Account, and other proceeds of Collateral; and
"Items  of  Payment"  means  the  collective  reference  to  all  of  the
foregoing.

          "Laws"  means  all ordinances,  statutes,  rules,  regulations,
orders, injunctions, writs,  or  decrees of any Governmental Authority or
political subdivision or agency thereof,  or  any court or similar entity
established by any thereof.

          "Lease Obligations" of a Person means for any period the rental
commitments of such Person for such period under  leases  for real and/or
personal property.

          "Letter  of  Credit"  and  "Letters of Credit" shall  have  the
meanings described in Section 2.4.1 hereof.

          "Letter of Credit Agreement"  means the collective reference to
each letter of credit application and agreement substantially in the form
of the Agent's then standard form of application  for letter of credit or
such other form as may be approved by the Agent, executed  and  delivered
by  the  Borrower  in  connection with the issuance of a Letter of Credit
(other than any of the Bond Letters of Credit), as the same may from time
to time be amended, restated,  supplemented  or  modified; and "Letter of
Credit Agreements" means all of the foregoing in effect  at  any time and
from  time  to  time.   The  Agent  and  the  Lenders  agree  that if the
provisions of any Letter of Credit Agreement conflict with the provisions
of this Agreement, the provisions of this Agreement shall control.

          "Letter of Credit Commitment" means the agreement of  the Agent
relating to the issuance of the Letters of Credit and the agreement  of a
Lender  to  purchase  a  participating  interest  in any Letter of Credit
Obligations with respect to such Letters of Credit, all subject to and in
accordance with the provisions of this Agreement; and  "Letter  of Credit
Commitments"  means  the  collective  reference  to  the Letter of Credit
Commitment of the Agent and each of the Lenders.

          "Letter of Credit Committed Amount" has the  meaning given such
term in Section 2.4.1.

          "Letter of Credit Documents" means any and all  drafts under or
purporting  to  be  under  a  Letter  of  Credit,  any  Letter  of Credit
Agreement,  and  any  other  instrument,  document  or agreement executed
and/or delivered by the Borrower or any other Person  under,  pursuant to
or  in  connection  with  a  Letter  of  Credit  or  any Letter of Credit
Agreement.

          "Letter  of  Credit  Facility"  means the facility  established
pursuant to Section 2.4 (Letter of Credit Facility) of this Agreement.

          "Letter of Credit Fee" and "Letter  of  Credit  Fees"  have the
meanings described in Section 2.4.2 hereof.

          "Letter  of Credit Fronting Fee" and "Letter of Credit Fronting
Fees" have the meanings described in Section 2.4.2 hereof.

          "Letter of  Credit  Obligations" means the collective reference
to all Obligations of the Borrower  with respect to the Letters of Credit
and the Letter of Credit Agreements.

          "Liabilities"  means  at  any  date  all  liabilities  that  in
accordance  with  GAAP  consistently  applied  should  be  classified  as
liabilities  on a consolidated balance sheet  of  the  Borrower  and  its
Subsidiaries.

          "LIBOR Base Rate" means for any Interest Period with respect to
any LIBOR Loan,  the rate per annum (rounded upward, if necessary, to the
nearest next 1/100  of  1%)  appearing  on  Telerate  Page  3750  (or any
successor  page)  as  the  London  interbank offered rate for deposits in
United States Dollars at approximately  11:00  a.m. (London time) two (2)
Eurodollar Business Days prior to the first day  of  such Interest Period
for a term comparable to such Interest Period.  If for  any  reason  such
rate  is  not  available,  the term "LIBOR Base Rate" shall mean, for any
LIBOR Loan for any Interest  Period therefor, the rate per annum (rounded
upwards, if necessary, to the  nearest  1/100 of 1%) appearing on Reuters
Screen LIBO Page as the London interbank  offered  rate  for  deposits in
United States Dollars at approximately 11:00 a.m. (London time)  two  (2)
Eurodollar  Business Days prior to the first day of such Interest Period;
PROVIDED, HOWEVER,  if  more than one rate is specified on Reuters Screen
LIBO Page, the applicable  rate  shall be the arithmetic mean of all such
rates.  For purposes of this definition, Telerate Page 3750 refers to the
British  Bankers Association Libor  Rates  (determined  at  approximately
11:00 a.m (London time)) that are published by Dow Jones Telerate, Inc.

          "LIBOR  Loan"  means  any  Loan  for  which  interest  is to be
computed with reference to the LIBOR Rate.
          "LIBOR Rate" means for any Interest Period with respect  to any
LIBOR  Loan,  (i) the Applicable Margin, PLUS (ii) the per annum rate  of
interest calculated pursuant to the following formula:

                          LIBOR BASE RATE
                   1.00 - Reserve Percentage

          "Lien"  means any mortgage, deed of trust, deed to secure debt,
grant,  pledge,  security   interest,   assignment,   encumbrance,  lien,
hypothecation, or charge of any kind, whether perfected  or  unperfected,
avoidable  or unavoidable, including, without limitation, any conditional
sale or other title retention agreement, any lease in the nature thereof,
and the filing  of  any  financing statement under the Uniform Commercial
Code of any jurisdiction,  excluding  the  precautionary  filing  of  any
financing  statement  by  any  lessor in a true lease transaction, by any
bailor in a true bailment transaction  or  by  any  consignor  in  a true
consignment   transaction  under  the  Uniform  Commercial  Code  of  any
jurisdiction or  the  agreement  to  give  any financing statement by any
lessee  in a true lease transaction, by any bailee  in  a  true  bailment
transaction or by any consignee in a true consignment transaction.

          "Loan"  means  each  of the Revolving Loan, a Term Loan A, or a
Term  Loan  B,  as the case may be,  and  "Loans"  means  the  collective
reference to the Revolving Loan, the Term Loans A, and the Term Loans B.

          "Loan Notice"  has  the  meaning  described  in  Section  2.1.2
(Procedure for Making Advances).

          "Lockbox"  has  the  meaning  described  in  Section 2.1.8 (The
Collateral Account).

          "Multiemployer Plan" means a Plan which is a multiemployer plan
as defined in Section 4001(a)(3) of ERISA.

          "Net Outstandings" of any Lender means, at any time, the sum of
(a) all amounts paid by such Lender (other than pursuant  to  Section 8.5
(Indemnification))  to  the  Agent  in  respect to the Revolving Loan  or
otherwise under this Agreement, MINUS (b)  all  amounts paid by the Agent
to  such Lender which are received by the Agent and  which,  pursuant  to
this Agreement, are paid over to such Lender for application in reduction
of the outstanding principal balance of the Revolving Loan.

          "Net   Casualty  Proceeds",  when  used  with  respect  to  any
condemnation awards  or  insurance  proceeds allocable to any Collateral,
means  the  gross proceeds from any casualty  or  condemnation  remaining
after payment of all expenses (including attorneys' fees) incurred in the
collection of such gross proceeds.

          "Net  Proceeds"  means  gross  proceeds  (cash and non-cash) or
other  consideration  paid  to,  or  received  by,  the Borrower  or  any
Subsidiary  of  the  Borrower from (i) any Asset Disposition  (including,
without  limitation,  issuance  or  assumption  of  Indebtedness  or  the
issuance of Securities),  net  of  customary  and  reasonable  settlement
costs,  fees,  expenses  and Taxes payable in connection with such  Asset
Disposition or (ii) any sale,  issuance or other offering of Indebtedness
or Securities, net of customary  and  reasonable  closing costs, fees and
expenses.

          "Nevada  Bond  Letter  of  Credit  -  NB"  means  that  certain
irrevocable letter of credit issued by the Agent for the  account  of the
Borrower to replace the Nevada Bond Letter of Credit, as the same may  be
amended, restated, reissued, renewed, supplemented, replaced or otherwise
modified at any time and from time to time.

          "Nevada  Bond  Letter of Credit" means that certain irrevocable
letter of credit dated April 21, 1995, issued by Barclays Bank PLC in the
original stated amount of  $6,271,233,  for  the account of the Borrower,
for  the  benefit  of  the Manufacturers and Traders  Trust  Company,  as
Trustee, and as security  for  the  Nevada  Bonds,  as  the  same  may be
amended, restated, reissued, renewed, supplemented, replaced or otherwise
modified at any time and from time to time.

          "Nevada  Bond  Letter  of  Credit Agreement" means that certain
letter of credit reimbursement agreement by and between the Agent and the
Borrower pursuant to which the Borrower will agree to reimburse the Agent
for any amounts drawn under the Nevada  Bond Letter of Credit - NB and to
pay certain fees, interest and other amounts  payable  to  the Agent with
respect  to  the  Nevada Bond Letter of Credit - NB, as the same  may  be
amended, restated,  supplemented,  replaced  or otherwise modified at any
time and from time to time.

          "Nevada Bond Letter of Credit Agreement  Documents"  means  all
instruments,   agreements  or  documents  previously,  simultaneously  or
hereafter executed  and  delivered  by the Borrower, any Guarantor and/or
any  other  Person, singly or jointly with  another  Person  or  Persons,
evidencing, securing,  guarantying  or in connection with the Nevada Bond
Letter of Credit, and/or any or all of  the Nevada Bonds, all as the same
may be amended, restated, supplemented, replaced or otherwise modified at
any time and from time to time.

          "Nevada Bond Letter of Credit Agreement  Documents  - NB" means
the  Nevada  Bond  Letter  of  Credit Agreement and any other instrument,
agreement or document previously,  simultaneously  or  hereafter executed
and  delivered  by the Borrower, any Guarantor and/or any  other  Person,
singly or jointly  with  another Person or Persons, evidencing, securing,
guarantying or in connection  with  the Nevada Bond Letter of Credit - NB
and/or any or all of the Nevada Bond Letter of Credit Obligations, all as
the same may be amended, restated, supplemented,  replaced  or  otherwise
modified at any time and from time to time.

          "Nevada Bond Letter of Credit Obligations" means the collective
reference  to  all Obligations of the Borrower under and with respect  to
the Nevada Letter  of  Credit  -  NB,  the  Nevada  Bond Letter of Credit
Agreement, and/or any of the Nevada Bond Letter of Credit Agreements.

          "Nevada   Bond  Trust  Agreement"  means  that  certain   trust
indenture dated as of April 1, 1991 by and between the Nevada Trustee and
The City of Henderson,  Nevada  Public Improvement Trust, relating to the
Nevada Bonds, as amended, restated, supplemented or otherwise modified at
any time and from time to time.

          "Nevada Bond Trustee" means  Manufacturers  and  Traders  Trust
Company, and its successors and assigns, as trustee under the Nevada Bond
Trust Agreement.

          "Nevada  Bonds"  means  the  City  of  Henderson, Nevada Public
Improvement  Trust Variable Rate Demand Refunding Bonds  (Berry  Plastics
Corporation Project), Series 1991, issued by the City of Henderson Nevada
Public Improvement  Trust  in  the original aggregate principal amount of
Eight Million Dollars ($8,000,000).

          "Non-Ratable Loan" means  an  advance  under the Revolving Loan
made by the Agent in accordance with the provisions of Section 2.9.3(c).

          "Note" means any Revolving Credit Note,  any  Term Loan A Note,
any Term Loan B Note, as the case may be, and "Notes" means  collectively
each Revolving Credit Note, each Term Loan A Note, each Term Loan B Note,
and any other promissory note which may from time to time evidence all or
any portion of the Obligations.

          "Obligations"   means  and  includes  all  present  and  future
indebtedness, obligations,  and  liabilities,  whether  now  existing  or
contemplated  or hereafter arising, of the Borrower to the Lenders and/or
Agent under, arising pursuant to, in connection with and/or on account of
the provisions  of  this  Agreement,  each  Note, each Security Document,
and/or any of the other Financing Documents, the Loans, and/or any of the
Credit Facilities including, without limitation,  the  principal  of, and
interest  on,  each Note, late charges, the Fees, Enforcement Costs,  and
prepayment fees  (if  any),  letter  of  credit fees or fees charged with
respect to any guaranty of any letter of credit;  also means and includes
all other present and future indebtedness, liabilities  and  obligations,
whether  now  existing  or  contemplated  or  hereafter  arising, of  the
Borrower  and/or  any  Subsidiary  Guarantor to the Agent and/or  to  any
Lender any/or any of its or their Affiliates under or in connection with,
any Interest Rate Protection Agreements;  and  also  means  any  and  all
renewals,   extensions,   substitutions,   amendments,  restatements  and
rearrangements  of  any  such debts, obligations  and  liabilities.   FOR
PURPOSES OF THE INDENTURE,  ALL  OBLIGATIONS UNDER AND IN CONNECTION WITH
THE CREDIT FACILITIES CONSTITUTE AND ARE HEREBY DEEMED "DESIGNATED SENIOR
INDEBTEDNESS" AS DEFINED IN THE INDENTURE.

          "Outstanding Bond Letter of Credit Obligations" has the meaning
described in Section 2.5.3 hereof.

          "Outstanding  Letter of Credit  Obligations"  has  the  meaning
described in Section 2.4.3 hereof.

          "PAC" means PackerWare  Acquisition  Corporation, a corporation
organized and existing under the laws of the State  of  Kansas,  and  its
successors and assigns.

          "PackerWare"   means   PackerWare  Corporation,  a  corporation
organized and existing under the laws  of  the  State  of Kansas, and its
successors and assigns.

          "PackerWare Merger Agreement" means that certain  Agreement and
Plan  of  Reorganization  dated  as of January 14, 1997 by and among  the
Borrower, PAC, PackerWare and the  shareholders of PackerWare immediately
prior to consummation of the PackerWare  Merger  Transaction, as amended,
restated, supplemented or otherwise modified.

          "PackerWare Merger Agreement Documents"  means collectively the
PackerWare  Merger Agreement and any and all other agreements,  documents
or instruments  (together with any and all amendments, modifications, and
supplements thereto,  restatements  thereof,  and  substitutes  therefor)
previously,  now  or  hereafter  executed  and delivered by the Borrower,
PackerWare, PAC, or any other Person in connection  with  the  PackerWare
Merger Transaction.

          "PackerWare  Merger  Transaction" means the merger of PAC  with
and into PackerWare in accordance  with  the provisions of the PackerWare
Merger Agreement.

          "Parent" means BPC Holding Corporation, a corporation organized
and existing under the laws of the State of  Delaware, and its successors
and assigns.

          "Patents" means and includes, in each case whether now existing
or  hereafter  arising,  all of the rights, title  and  interest  of  the
Borrower and each Subsidiary  Guarantor in and to (a) any and all patents
and patent applications, (b) any  and  all  inventions  and  improvements
described  and  claimed  in  such  patents  and patent applications,  (c)
reissues,    divisions,   continuations,   renewals,    extensions    and
continuations-in-part of any patents and patent applications, (d) income,
royalties, damages,  claims  and  payments  now  or  hereafter due and/or
payable  under  and  with respect to any patents or patent  applications,
including, without limitation,  damages  and payments for past and future
infringements,  (e)  rights  to  sue  for  past,   present   and   future
infringements of patents, and (f) all rights corresponding to any of  the
foregoing throughout the world.

          "PBGC" means the Pension Benefit Guaranty Corporation.

          "Permitted  Acquisition"  means (A) the acquisition or purchase
of, or investment in, any Person, any  operating  division or unit of any
Person, or the stock or Assets of any Person or the  combination with any
Person  (each  individually, a "Subject Transaction") regardless  of  the
structure of the Subject Transaction, engaged principally in the lines of
business set forth  in  Section 6.1.7 or in a business reasonably related
thereto; provided, however that:

          (i) the aggregate purchase price of, investment in, acquisition
     expenditures  relating   to   (excluding  customary  and  reasonable
     transaction costs), and assumed  Liabilities in connection with, any
     such Subject Transaction shall not exceed the lesser of:

               (x) the product of (a) the  actual EBITDA for the Borrower
          and  each  of  the  Subsidiary  Guarantors,   calculated  on  a
          consolidated  basis, for the then preceding twelve  (12)  month
          period after giving effect to such Subject Transaction (subject
          to such proforma  adjustments  as  shall  be  acceptable to the
          Agent in its sole and absolute discretion), and  (b)  five (5),
          or

               (y) Fifteen Million Dollars ($15,000,000),

          (ii)   the   aggregate  purchase  prices  of,  investments  in,
     acquisition  expenditures   relating  to  (excluding  customary  and
     reasonable transaction costs), and assumed Liabilities in connection
     with, all Subject Transactions  made  on  or  after the Closing Date
     shall not exceed Thirty Million Dollars ($30,000,000),

          (iii)  such Subject Transaction shall not otherwise  constitute
     or give rise to a Default or an Event of Default,

          (iv) the Borrower shall have furnished financial projections in
     form and content  reasonably  acceptable  to  the  Agent  which give
     effect  to  such  Subject  Transaction  and  which project that such
     Subject Transaction would not cause a Default  or  Event  of Default
     (provided that the Agent and the Lenders agree that such projections
     shall not constitute a guaranty of actual performance),

          (v) if requested by the Agent or the Requisite Lenders, a Phase
     I  environmental  assessment of any real property to be acquired  or
     purchased or owned  by  any  Person  to  be acquired or purchased or
     owned by any Person in which the Borrower  or any Subsidiary intends
     to  make  an  investment,  has  been performed by  a  reputable  and
     recognized environmental consulting firm engaged by the Borrower and
     reasonably acceptable to the Agent  and  has  revealed  no  material
     Hazardous  Materials  Contamination  or  material  violations of any
     Environmental  Laws,  the non-remediation of or non-compliance  with
     which would result in a  material  Liability  not  reflected  in the
     purchase price,

          (vi)  if and to the extent the Subject Transaction consists  of
     the purchase  or acquisition of a Person which is to be a Subsidiary
     of the Borrower  or merged into a Subsidiary of the Borrower created
     for the express purpose of consummating the proposed acquisition:

               (1) the Borrower shall execute all documents and take such
          other actions  as  the Agent may reasonably require to grant to
          the Agent and the Lenders  a first priority Lien on one hundred
          percent (100%) of the stock of such Subsidiary, and

               (2)  such  Subsidiary  shall  be  designated  and  qualify
          immediately after the closing  of  the Subject Transaction as a
          Subsidiary Guarantor in accordance with  the  terms  of Section
          6.2.2,

          (vii) after giving effect to any borrowings under the Revolving
     Loan,  if  any,  needed  to  finance  the  Subject  Transaction, the
     Borrower and the Subsidiary Guarantors shall have availability under
     the  Revolving  Loan  in an amount at least equal to Twenty  Million
     Dollars ($20,000,000) and  are  reasonably  expected  to  have  such
     minimum  availability  for  a period of ten (10) Business Days after
     closing and consummation of the Subject Transaction,

          (viii) all legal matters  incident  to  the Subject Transaction
     shall be acceptable to the Agent in its reasonable discretion,

          (ix) the Agent shall have been given no less  than  thirty (30)
     days  prior  written notice of any proposed Subject Transaction  and
     shall have been  provided  with  all  information  which it may have
     reasonably  requested  in  connection  with  such  proposed  Subject
     Transaction,

          (x) if requested by the Agent, the Agent shall  have  received,
     prior to or simultaneously with the closing of a Subject Transaction
     an  opinion  of  counsel  reasonably acceptable to the Agent in  all
     respects covering the Borrower's  or  the  relevant Subsidiary's, as
     the case may be, due incorporation, valid existence,  good  standing
     and power and authority to enter into the documents contemplated  by
     this Agreement and the Subject Transaction and such other matters as
     may be reasonably requested by the Agent,

          (xi)  unless  otherwise  agreed  by  the  Requisite Lenders, no
     Subject  Transaction  shall  be  permitted  by  the  terms  of  this
     Agreement  if  the  Borrower  and  the Subsidiary Guarantors,  on  a
     consolidated basis and taken as a whole, have had, immediately prior
     to the date of the closing of such Subject  Transaction,  three  (3)
     consecutive months of net operating losses, and

          (xii)   the   aggregate   purchase  price  of,  investment  in,
     acquisition  expenditures  relating   to  (excluding  customary  and
     reasonable transaction costs), and assumed Liabilities in connection
     with, all Subject Transactions in any given  fiscal  year  shall not
     exceed Seven Million Dollars ($7,000,000); and

     (B)  the Venture Stock Purchase/Merger Transaction.

The  Borrower  understands  and  agrees  that  the  Agent  shall  have no
obligation  or  commitment to include any of the assets or properties  of
any  Person  acquired  in  the  Borrowing  Base  pursuant  to  a  Subject
Transaction.   The  Agent  and  the Lenders agree, however, that if after
completion and review of a satisfactory  field  examination of the Assets
and properties which constitute or are part of a  Permitted  Acquisition,
such Assets and properties shall be included in the Borrowing Base if the
results of such field examination and audit are reasonably acceptable  in
all  respects  to  the  Agent  in  its  discretion  and  such  Assets and
properties  otherwise  satisfy the eligibility criteria for inclusion  in
the Borrowing Base.

          "Permitted Asset  Disposition"  means  any one of the following
Asset  Dispositions;  provided  that no such Asset Disposition  shall  be
permitted at any time following the  occurrence  of a Default or an Event
of Default or if and to the extent any such Asset  Disposition would give
rise  to  a  Default or an Event of Default, unless otherwise  agreed  in
writing by the Requisite Lenders:

               (a)  an  Asset  Disposition  which satisfies the following
     conditions:

                    (i) the sum of (i) the Net  Proceeds to be paid to or
          received by the Borrower and/or any Subsidiary  of the Borrower
          with respect to such Asset Disposition, plus (ii) the aggregate
          amount of all Net Proceeds paid to or received by  the Borrower
          and/or any or all of its Subsidiaries, is less than or equal to
          Five  Hundred  Thousand  Dollars  ($500,000) during any  fiscal
          year, and

                    (ii)  none of the Assets sold  under  this  clause(a)
               constitute molds  used  in the business of the Borrower or
               any Subsidiary Guarantor.

               (b)  the  sale of the property  owned  by  Berry  Sterling
     located at 160 Industrial Drive, Winchester, Virginia;

               (c)  sales  of   Inventory   in  the  ordinary  course  of
     business,

               (d)   the   licensing   of  Patents,   Trademarks   and/or
     Copyrights, in the ordinary course of business,

               (e)  dispositions  of  worn,  used,  surplus  or  obsolete
     Equipment in the ordinary course of business,

               (f)  dispositions  of  Assets   (including   Net  Casualty
     Proceeds)  to  the  extent  such Assets are replaced with Assets  of
     similar  kind and function, provided  that  the  replacement  Assets
     shall be purchased  no  later  than  ninety  (90) days following the
     Asset  Disposition, the replacement Assets (which  shall  constitute
     Collateral)  shall  be  free and clear of Liens other than Permitted
     Liens that are not Liens  securing  purchase  money or finance lease
     arrangements, and the Borrower or the Subsidiary  Guarantor,  as the
     case  may  be,  shall  give  the  Agent at least ten (10) days prior
     written  notice  of  such Asset Disposition,  except  for  an  Asset
     Disposition which constitutes a casualty,

               (g) intercompany  sales,  leases  or other dispositions of
     Assets  among and between the Borrower and any  and  all  Subsidiary
     Guarantors; provided, that any such Assets sold, leased or otherwise
     disposed  of  as  between  the  Borrower  and any and all Subsidiary
     Guarantors shall remain subject to the Liens  of  the  Agent and the
     Lenders   under   this  Agreement  and  under  the  other  Financing
     Documents,

               (h) the sale of any Fixed or Capital Assetsacquired by the
     Borrower or any Subsidiary  Guarantor  and  the  leaseback  of  such
     Assets   within  thirty  (30)  days  of  acquisition,  but  only  as
     contemplated  and  required  as  part  of  an intended Capital Lease
     transaction at the time of acquisition,

               (i) the sale of molds by the Borrower  or  any  Subsidiary
     Guarantor; provided that the aggregate Net Proceeds of  any  and all
     such  molds outside the ordinary course of business shall not exceed
     Five Hundred Thousand Dollars ($500,000) in any fiscal year,

               (j)  the  termination  of the lease for PackerWare's Reno,
     Nevada location; provided, that all  Assets  of  PackerWare  at such
     location  are  transferred  to one or more locations of the Borrower
     and/or any Subsidiary Guarantor  such that the Agent and the Lenders
     would have a properly perfected Lien  on,  and security interest in,
     such Assets,

               (k) the sale, transfer or other conveyance  of  the issued
     and  outstanding  capital  stock  of  Venture Southeast and  Venture
     Midwest  to  the  Borrower, as contemplated  by  the  Venture  Stock
     Purchase/Merger Transaction, and

               (l) transfers made as part of the South Carolina IRB Lease
     Transfers.

          "Permitted Liens" means:  (a) Liens for Taxes (x) which are not
delinquent or (y) which  (i) are being diligently contested in good faith
and by appropriate proceedings,  (ii)  the  Borrower  or  the  Subsidiary
Guarantor,  as  appropriate,  has the financial ability to pay, with  all
penalties and interest, at all  times  without  materially  and adversely
affecting  the Borrower or the Subsidiary Guarantor, as appropriate,  and
(iii) are not,  and  will  not  be with appropriate filing, the giving of
notice and/or the passage of time,  entitled to priority over any Lien of
the Agent and/or the Lenders unless and  to the extent that a reserve has
been established against the Borrowing Base  in  an  amount  equal to the
maximum liability under and in connection with such Taxes, which  reserve
shall  be  established  by  the  Agent  upon  the Borrower's request; (b)
deposits  or pledges to secure obligations under  workers'  compensation,
social security  or  similar laws, or under unemployment insurance in the
ordinary course of business;  (c)  Liens  securing  the  Obligations; (d)
judgment  Liens  to  the  extent  the  entry  of  such judgment does  not
constitute  an  Event  of  Default under the terms of this  Agreement  or
result in the sale or levy of,  or  execution  on, any of the Collateral;
(e)  such  other  Liens,  if  any,  as are set forth on  SCHEDULE  4.1.22
attached hereto and made a part hereof; (f) deposits, liens or pledges to
secure payments of unemployment and other  insurance, old-age pensions or
other social security obligations, or the performance  of  bids, tenders,
leases,  contracts,  public  or  statutory obligations, surety,  stay  or
appeal bonds, or other similar obligations arising in the ordinary course
of   business;   (g)   statutory   mechanics',   workers',   repairmen's,
warehousemen's, vendors' or carriers'  Liens  or  other similar statutory
Liens arising in the ordinary course of business and  securing sums which
are not more than thirty (30) days past due, provided that such statutory
Liens do not materially impair or affect the use or value  of  any of the
Collateral;  (h)  statutory  landlord's  Liens under leases to which  the
Borrower or any of its Subsidiaries is a party;  (i) zoning restrictions,
easements, rights of way, licenses and restrictions  on  the  use of real
property or minor irregularities in title thereto which do not materially
impair  the  use  or  value  of  any  such  real property; (j) "Permitted
Encumbrances"  (as  defined in each of the Deeds  of  Trust);  (k)  Liens
securing Indebtedness  for  Borrowed Money permitted by the provisions of
Section 6.2.4(g); and (l) Liens securing obligations under Capital Leases
to the extent such Capital Leases are permitted by the provisions of this
Agreement.

          "Permitted Uses" means  (i)  the  acquisition  of  one  hundred
percent  (100%) of the capital stock of PackerWare through the PackerWare
Merger Transaction  by  the Borrower, (ii) the acquisition of one hundred
percent (100%) of the capital  stock  of Venture Holdings pursuant to the
Venture  Stock Purchase/Merger Transaction,  (iii)  the  refinancing  and
payment of  all  obligations of the Borrower and/or any of the Subsidiary
Guarantors to any  lenders  with respect to any Indebtedness for Borrowed
Money existing as of the Closing  Date,  (iv) the refinancing and payment
of all obligations of Venture Holdings, Venture  Southeast and/or Venture
Midwest  to  any  lenders with respect to any Indebtedness  for  Borrowed
Money existing as of  the  date of this Agreement, (v) the payment of all
costs and expenses reasonably incurred in connection with the closing and
consummation  of  the  transactions   contemplated   by  this  Agreement,
including the PackerWare Merger and/or the Venture Stock  Purchase/Merger
Transaction, (vi) the payment of expenses incurred in the ordinary course
of  business  of  the  Borrower  or  any Subsidiary Guarantor, (vii)  the
acquisition of any Permitted Acquisition  as  and to the extent permitted
by the provisions of this Agreement, (viii) the  payment of all costs and
expenses  reasonably  incurred  in  connection  with  the   closing   and
consummation  of a Permitted Acquisition, (ix) the repayment of a portion
of the "Term Loans"  (as  defined  in  the Original Credit Agreement) and
(ix) for general corporate purposes of the  Borrower  or  any  Subsidiary
Guarantor.

          "Person"  means  and  includes an individual, a corporation,  a
partnership, a joint venture, a limited liability company or partnership,
a trust, an unincorporated association,  a Governmental Authority, or any
other organization or entity.

          "Plan" means any pension plan which  is  covered by Title IV of
ERISA  and  in  respect  of  which  the Borrower, any Subsidiary  of  the
Borrower or a Commonly Controlled Entity  is  an "employer" as defined in
Section 3 of ERISA.

          "Post-Default Rate" means with respect to the principal balance
of any of the Obligations, the then applicable  rate  of interest on such
Obligations, plus two percent (2%) per annum.

          "Post-Expiration  Date  Letter  of Credit" and "Post-Expiration
Date Letters of Credit" have the meanings described in Section 2.4.3

          "Prepayment"  means a Revolving Loan  Mandatory  Prepayment,  a
Revolving Loan Optional Prepayment, a Term Loan A Mandatory Prepayment, a
Term Loan A Optional Prepayment, a Term Loan B Mandatory Prepayment, or a
Term Loan B Optional Prepayment,  as  the  case may be, and "Prepayments"
mean collectively all Revolving Loan Mandatory Prepayments, all Revolving
Loan  Optional  Prepayments, all Term Loan A Mandatory  Prepayments,  all
Term Loan A Optional  Prepayments,  all Term Loan B Mandatory Prepayments
and all Term Loan B Optional Prepayments.

          "Pricing Ratio" means as to  the  Borrower  and  the Subsidiary
Guarantors, on a consolidated basis, the ratio of (i) Funded Debt to (ii)
EBITDA.

          "Prime Rate" means the floating and fluctuating per annum prime
commercial lending rate of interest of the Agent, as established  by  the
Agent at any time or from time to time.  The Prime Rate shall be adjusted
automatically,  without notice, as of the effective date of any change in
such prime commercial  lending rate.  The Prime Rate does not necessarily
represent the lowest rate of interest charged by the Agent to borrowers.
          "Proposed Assignee"  has  the  meaning described in Section 9.5
(Assignments by Lenders).

          "Proforma Financial Projections"  has  the meaning described in
Section 4.1.12 (Proforma Financial Statements) below.

          "Proforma Financial Statements" has the  meaning  described  in
Section 4.1.12 (Proforma Financial Statements) below.

          "Pro  Rata  Share"  means at any time and as to any Lender, the
percentage derived by dividing  the unpaid principal amount of the Loans,
Bond Letter of Credit Obligations  and Letter of Credit Obligations owing
to that Lender by the aggregate unpaid  principal  amount  of  all Loans,
Bond  Letter of Credit Obligations and Letter of Credit Obligations  then
outstanding;  or if no Loans, Bond Letter of Credit Obligations or Letter
of Credit Obligations  are  outstanding,  by dividing the total amount of
such Lender's Commitments by the total amount  of  the Commitments of the
Agent and all of the Lenders.

          "Reportable Event" means any of the events set forth in Section
4043(c) of ERISA or the regulations thereunder.

          "Responsible  Officer"  means  for  the  Borrower,   its  chief
executive  officer,  any vice president or president or, with respect  to
financial matters, its chief financial officer.

          "Requisite Lenders"  means  at any time of determination one or
more  of the Lenders holding at least sixty-six  and  two-thirds  percent
(66-2/3%) of the Commitments.

          "Reserve  Percentage"  means,  at  any  time,  the then current
maximum  rate  for  which  reserves  (including  any basic, supplemental,
marginal and emergency reserves) are required to be  maintained by member
banks of the Federal Reserve System under Regulation D   of  the Board of
Governors   of   the   Federal   Reserve   System  against  "Eurocurrency
liabilities", as that term is defined in Regulation  D.   The  LIBOR Rate
shall  be adjusted automatically on and as of the effective date  of  any
change in  the Reserve Percentage.  The Agent hereby advises the Borrower
that as of the date of this Agreement, the Reserve Percentage is equal to
zero.

          "Revolving  Credit  Commitment" means the agreement of a Lender
relating to the making the Revolving Loan and advances thereunder subject
to  and  in  accordance  with  the  provisions  of  this  Agreement;  and
"Revolving Credit Commitments" means  the  collective  reference  to  the
Revolving Credit Commitment of each of the Lenders.

          "Revolving  Credit  Commitment Period" means the period of time
from the Closing Date to the Business  Day preceding the Revolving Credit
Termination Date.

          "Revolving Credit Committed Amount"  has  the meaning described
in Section 2.1.1 (Revolving Credit Facility).

          "Revolving Credit Facility" means the facility  established  by
the  Lenders  pursuant to Section 2.1 (Revolving Credit Facility) of this
Agreement.

          "Revolving  Credit  Note" and "Revolving Credit Notes" have the
meanings described in Section 2.1.5 (Revolving Credit Notes).

          "Revolving Credit Optional  Reduction"  and  "Revolving  Credit
Optional Reductions" have the meanings described in Section 2.1.12.

          "Revolving Credit Pro Rata Share" has the meaning described  in
Section 2.1.1.

          "Revolving  Credit  Termination  Date" means the earlier of (i)
January 21, 2002, (ii) the repayment or prepayment  of  the  Term Loan in
full,  (iii)  the  date  on  which  the Revolving Credit Commitments  are
terminated pursuant to Section 7.2 or otherwise.

          "Revolving Credit Unused Line Fee" and "Revolving Credit Unused
Line  Fees"  have the meanings described  in  Section  2.1.10  (Revolving
Credit Unused Line Fee).

          "Revolving  Loan"  has  the  meaning described in Section 2.1.1
(Revolving Credit Facility).

          "Revolving Loan Account" has the  meaning  described in Section
2.1.9 (Revolving Loan Account).

          "Revolving  Loan  Mandatory  Prepayment"  and  "Revolving  Loan
Mandatory  Prepayments"  have  the  meanings  described in Section  2.1.6
(Mandatory Prepayments).

          "Revolving  Loan  Optional  Prepayment"   and  "Revolving  Loan
Optional  Prepayments"  have  the  meanings  described in  Section  2.1.7
(Revolving Loan Optional Prepayment).

          "Right of First Refusal Notice" has  the  meaning  described in
Section 9.5 (Assignments by Lenders).

          "Securities" means the collective reference to each  and  every
certificated  or  uncertificated  security which constitutes a "security"
under the provisions of Title 8 of  the  Uniform Commercial Code, and all
proceeds  (cash and non-cash) of the foregoing  and  to  each  and  every
"investment  property"  under  the  provisions  of Title 9 of the Uniform
Commercial Code (if that definition is included in  that  Title), and all
proceeds (cash and non-cash) of the foregoing.

          "Security Agreement" means (i) that certain security  agreement
dated  as  of  the Closing Date from PackerWare, BIC, BTP, Berry Sterling
and AeroCon, Inc.  to  the Agent for the benefit of the Lenders, ratably,
and the Agent, (ii) that  certain  security  agreement dated May 13, 1997
from Berry Design to the Agent for the benefit  of  the Lenders, ratably,
and the Agent, and (iii) that certain security agreement  dated  the date
hereof from Berry Venture, Venture Southeast and Venture Midwest,  all as
amended,  restated, supplemented or otherwise modified in writing at  any
time and from time to time.

          "Security  Documents" means collectively any assignment, pledge
agreement, security agreement,  mortgage,  deed  of trust, deed to secure
debt,  financing  statement  and  any  similar  instrument,  document  or
agreement under or pursuant to which a Lien is now  or  hereafter granted
to, or for the benefit of, the Agent and/or the Lenders on  any  real  or
personal  property  of  any  Person  to  secure all or any portion of the
Obligations, all as the same may from time  to time be amended, restated,
supplemented or otherwise modified, including,  without  limitation, this
Agreement, the Guaranty, the Stock Pledge Agreement, the Deeds  of Trust,
the  Security Agreement, the Assignment of Patents and the Assignment  of
Trademarks.

          "Security  Procedures" means the rules, policies and procedures
adopted and implemented  by  the Agent and its Affiliates at any time and
from  time  to time with respect  to  security  procedures  and  measures
relating to electronic  funds  transfers, all as the same may be amended,
restated, supplemented, terminated, or otherwise modified at any time and
from time to time by the Agent in its sole and absolute discretion.

          "Seller"  means  all  of   the   shareholders   of   PackerWare
immediately prior to consummation of the PackerWare Merger and all of the
shareholders of Venture Holdings immediately prior to consummation of the
Venture Stock Purchase/Merger Transaction.

          "Settlement  Date"  means  each  Business Day after the Closing
Date  selected  by the Agent in its sole discretion  subject  to  and  in
accordance  with the  provisions  of  Section  2.9.3(a)  as  of  which  a
Settlement Report is delivered by the Agent and on which settlement is to
be made among  the  Lenders  in accordance with the provisions of Section
2.9.3.

          "Settlement Report" means each report prepared by the Agent and
delivered to each Lender and setting forth, among other things, as of the
Settlement Date indicated thereon and as of the next preceding Settlement
Date, the aggregate outstanding  principal balance of the Revolving Loan,
each Lender's Revolving Credit Pro  Rata Share thereof, each Lender's Net
Outstandings  and  all  Non-Ratable  Loans  made,  and  all  payments  of
principal, interest and Fees received  by  the  Agent  from  the Borrower
during  the period beginning on such next preceding Settlement  Date  and
ending on such Settlement Date.

          "South  Carolina  Bond  Letter  of  Credit"  means that certain
irrevocable letter of credit dated April 20, 1995, issued  by  Bank  One,
Cleveland,  NA  in  the original amount of $8,427,637, for the account of
Venture Southeast, for  the  benefit  of  Bank  One Trust Company, NA, as
trustee, and as security for the South Carolina Bonds, as the same may be
amended, restated, reissued, renewed, supplemented, replaced or otherwise
modified at any time and from time to time.

          "South Carolina Bond Letter of Credit -  NB" means that certain
irrevocable letter of credit issued or to be issued  by the Agent for the
account of the Borrower or Venture Southeast as security  for  the  South
Carolina  Bond  Letter  of  Credit, as the same may be amended, restated,
reissued, renewed, supplemented,  replaced  or  otherwise modified at any
time and from time to time.  Subsequent to the date  hereof,  but  on  or
before  the  expiration date of the South Carolina Bond Letter of Credit,
the Agent intends to issue an irrevocable letter of credit to replace the
South Carolina  Bond  Letter  of  Credit,  in  which case the term "South
Carolina Bond Letter of Credit - NB" shall mean  such  replacement letter
of  credit,  as  the  same  may be amended, restated, reissued,  renewed,
supplemented, replaced or otherwise modified at any time and from time to
time.

          "South Carolina Bond  Letter  of  Credit  Agreement" means that
certain letter of credit reimbursement agreement by and between the Agent
and the Borrower pursuant to which the Borrower will  agree  to reimburse
the Agent for any amounts drawn under the South Carolina Bond  Letter  of
Credit  -  NB and to pay certain fees, interest and other amounts payable
to the Agent  with  respect to the South Carolina Bond Letter of Credit -
NB,  as the same may be  amended,  restated,  supplemented,  replaced  or
otherwise modified at any time and from time to time.

          "South  Carolina  Bond  Letter  of Credit Agreement Documents -
Bonds"  means  all  instruments,  agreements  or   documents  previously,
simultaneously or hereafter executed and delivered by  the  Borrower, any
Guarantor and/or any other Person, singly or jointly with another  Person
or  Persons, evidencing, securing, guarantying or in connection with  the
South  Carolina  Bond  Letter  of  Credit  and/or any or all of the South
Carolina Bonds, all as the same may be amended,  restated,  supplemented,
replaced or otherwise modified at any time and from time to time.

          "South Carolina Bond Letter of Credit Agreement Documents - NB"
means  the South Carolina Bond Letter of Credit Agreement and  any  other
instrument, agreement or document previously, simultaneously or hereafter
executed  and  delivered  by the Borrower, any Guarantor and/or any other
Person, singly or jointly with  another  Person  or  Persons, evidencing,
securing,  guarantying  or  in  connection with the South  Carolina  Bond
Letter of Credit - NB and/or any or all of the South Carolina Bond Letter
of  Credit  Obligations,  all  as the  same  may  be  amended,  restated,
supplemented, replaced or otherwise modified at any time and from time to
time.

          "South Carolina Bond Letter  of  Credit  Obligations" means the
collective reference to all Obligations of the Borrower  under  and  with
respect  to  the South Carolina Letter of Credit - NB, the South Carolina
Bond Letter of  Credit  Agreement,  and/or any of the South Carolina Bond
Letter of Credit Agreement Documents.

          "South Carolina Bond Trust  Agreement" means that certain trust
indenture dated as of April 1, 1995 by  and among the South Carolina Bond
Trustee  and  the  South Carolina Jobs - Economic  Development  Authority
relating to the South  Carolina Bonds, as amended, restated, supplemented
or otherwise modified at any time and from time to time.

          "South Carolina Bond Trustee" means Bank One Trust Company, NA,
and its successors and assigns,  as trustee under the South Carolina Bond
Trust Agreement.

          "South Carolina Bonds" means  the South Carolina Jobs -Economic
Development  Authority,  Adjustable  Rate  Bonds,  Series  1995  (Venture
Packaging, Inc. Project) issued by the South  Carolina  Jobs  -  Economic
Development Authority in the original aggregate principal amount of Eight
Million Three Hundred Twenty-five Thousand Dollars ($8,325,000).

          "South  Carolina IRB" means the Anderson County, South Carolina
Industrial Revenue  Bonds, Series 1995 (Venture Packaging Southeast, Inc.
Project).

          "South Carolina  IRB  Lease Agreement" means that certain First
Amended Lease Agreement dated as  of  January  18, 1996, between Anderson
County, South Carolina and Venture Holdings.

          "South Carolina IRB Lease Purchase Option"  means the option of
Venture  Southeast to purchase the assets subject to the  South  Carolina
IRB Lease  Agreement  pursuant to Section 10.02 of the South Carolina IRB
Lease Agreement.

          "South Carolina IRB Lease Transfers" means transfers of capital
assets related to the real  property  covered  by  the  Deed  of  Trust -
Anderson  and,  pursuant  to  the  terms  of the South Carolina IRB Lease
Agreement required to be transferred to the  lessor  and  leased  to  the
lessee under the South Carolina IRB Lease Agreement.

          "State" means the State of Maryland.

          "Stock  Pledge  Agreement" means (i) that certain stock pledge,
assignment and security agreement  dated  as of the Closing Date from the
Borrower  to the Agent for the benefit of the  Lenders  ratably  and  the
Agent, (ii)  that certain stock pledge, assignment and security agreement
dated May 13,  1997 from the Borrower to the Agent for the benefit of the
Lenders ratably  and  the  Agent,  and  (iii)  that certain stock pledge,
assignment and security agreement dated as of the  date  hereof  from the
Borrower  to  the  Agent  for  the benefit of the Lenders ratably and the
Agent,  all as the same may from  time  to  time  be  amended,  restated,
supplemented  or otherwise modified, which Stock Pledge Agreement grants,
pledges and assigns  to  the Agent for the benefit of the Lenders ratably
and the Agent, a first priority  pledge  and  assignment  of  one hundred
percent (100%) of the capital stock of each Subsidiary Guarantor.

          "Senior  Secured Debt - Parent" means that certain Indebtedness
for Borrowed Money of  the  Parent  (and  all  guarantees  thereof by the
Borrower  and  its  Subsidiaries)  in  favor of First Trust of New  York,
National Association, as trustee for the  holders of the 12-1/2% Series A
Senior Secured Notes due 2006 and the 12-1/2%  Series B Secured Notes due
2006  in a stated principal amount of One Hundred  Five  Million  Dollars
($105,000,000).

          "Senior   Secured  Debt  Loan  Documents"  means  any  and  all
promissory notes, agreements, documents or instruments now or at any time
evidencing, securing,  guarantying or otherwise executed and delivered in
connection with the Senior  Secured  Debt  - Parent, as the same may from
time to time be amended, restated, supplemented or modified.

          "Stockholder's Equity" means as to the Borrower and each of the
Subsidiary  Guarantors,  on  a  consolidated  basis,   for  any  date  of
determination thereof, the total of capital stock (except  treasury stock
and net of any note receivable received upon the issuance of  any  shares
of  capital  stock)  and contributed capital, as determined in accordance
with GAAP consistently applied, after eliminating all intercompany items.

          "Subordinated   Debt"   means  that  certain  Indebtedness  for
Borrowed  Money  of  the Borrower (and  all  guarantees  thereof  by  the
Borrower and its Subsidiaries) in favor of United States Trust Company of
New York, as trustee for  the  holders of the 12-1/4% Senior Subordinated
Notes  due  2004 in a stated principal  amount  of  One  Hundred  Million
Dollars ($100,000,000).

          "Subordinated Debt Loan Documents" means any and all promissory
notes,  agreements,   documents   or  instruments  now  or  at  any  time
evidencing, securing, guarantying or  otherwise executed and delivered in
connection with the Subordinated Debt,  as the same may from time to time
be amended, restated, supplemented or modified.

          "Subordinated Indebtedness" means  all Indebtedness, including,
without limitation, the Subordinated Debt, incurred  at  any  time by the
Borrower  as  and  to  the  extent permitted by the provisions of Section
6.2.4 of this Agreement, which is subordinated to the Obligations, as set
forth  in one or more written  agreements,  all  in  form  and  substance
satisfactory  to  the  Agent in its reasonable discretion.  The Agent and
the Lenders agree that Subordinated  Indebtedness  does  not  include the
Senior Secured Debt - Parent.

          "Substitute Purchaser" has the meaning described in Section 9.5
(Assignments by Lenders).

          "Subsidiary"  means any corporation the majority of the  voting
shares of which at the time  are owned directly by the Borrower and/or by
one or more Subsidiaries of the Borrower.

          "Subsidiary Guarantor" means BIC, BTP, AeroCon, Berry Sterling,
Berry Design, Berry Venture, Venture  Southeast,  Venture  Midwest or any
other  domestic  Subsidiary  of  the  Borrower  or  the  Parent which  is
designated and qualifies as a Subsidiary Guarantor in accordance with the
provisions  of  Section 6.2.2, or any of their respective successors  and
assigns, as the case may be; and, "Subsidiary Guarantors" means BIC, BTP,
AeroCon, Berry Sterling,  Berry Design, Berry Venture, Venture Southeast,
Venture  Midwest, and each other  domestic  Subsidiary  of  the  Borrower
designated  and  qualified as a "Subsidiary Guarantor" in accordance with
the provisions of  Section  6.2.2, and all of their respective successors
and assigns.

          "Tangible Capital Funds"  means  as to the Borrower and each of
the  Subsidiary Guarantors, on a consolidated  basis,  for  any  date  of
determination  thereof,  the  total of (i) all Stockholder's Equity, less
(ii) all Assets which would be classified as intangible assets under GAAP
consistently applied, plus (iii) Subordinated Indebtedness.

          "Taxes" means all taxes  and  assessments  whether  general  or
special,  ordinary  or extraordinary, or foreseen or unforeseen, of every
character (including  all  penalties  or  interest thereon), which at any
time shall be assessed, levied, confirmed or  imposed by any Governmental
Authority on the Borrower, any Subsidiary Guarantor  or  any  of  its  or
their  properties  or  Assets or any part thereof or in respect of any of
its or their franchises, businesses, income or profits.

          "Term Loan A" and "Term Loans A" have the meanings described in
Section 2.2.

          "Term Loan A Additional  Advances" has the meaning described in
Section 2.2.

          "Term Loan B" and "Term Loans B" have the meanings described in
Section 2.3.1.

          "Term Loan A Commitment" and "Term Loan A Commitments" have the
meanings described in Section 2.2.

          "Term Loan B Commitment" and "Term Loan B Commitments" have the
meanings described in Section 2.3.1.

          "Term Loan A Committed Amount"  has  the  meaning  described in
Section 2.2.

          "Term  Loan  B  Committed Amount" has the meaning described  in
Section 2.3.1

          "Term Loan A Facility"  means  the  facility established by the
Lenders pursuant to Section 2.2 (Term Loan A Facility) of this Agreement.

          "Term Loan B Facility" means the facility  established  by  the
Lenders pursuant to Section 2.3 (Term Loan B Facility) of this Agreement.

          "Term  Loan  B  Fee"  and  "Term  Loan B Fees" have the meaning
described in Section 2.3.5 (Term Loan B Fees).

          "Term Loan A Mandatory Prepayment"  and  "Term Loan A Mandatory
Prepayments" have the meanings described in Section 2.2.3.

          "Term Loan B Mandatory Prepayment" and "Term  Loan  B Mandatory
Prepayments" have the meanings described in Section 2.3.3.

          "Term  Loan  A  Optional  Prepayment" and "Term Loan A Optional
Prepayments" have the meanings described in Section 2.2.4.

          "Term Loan B Optional Prepayment"  and  "Term  Loan  B Optional
Prepayments" have the meanings described in Section 2.3.4.

          "Term  Loan  A  Pro  Rata  Share" has the meaning described  in
Section 2.2.

          "Term  Loan B Pro Rata Share"  has  the  meaning  described  in
Section 2.3.1.

          "Term Loan  A  Note"  and  "Term Loan A Notes" have the meaning
described in Section 2.2.2.

          "Term Loan B Note" and "Term  Loan  B  Notes"  have the meaning
described in Section 2.3.2.

          "Term Loan" means either a Term Loan A or a Term  Loan  B;  and
"Term Loans" means each Term Loan A and Term Loan B.

          "Term  Note"  means  a  Term Loan A Note or a Term Loan B Note;
"Term Notes" means each Term Loan A Note and each Term Loan B Note.

          "Total  Revolving  Credit Committed  Amount"  has  the  meaning
described in Section 2.1.1.

          "Total Term Loan A Committed  Amount" has the meaning described
in Section 2.2.

          "Total Term Loan B Committed Amount"  has the meaning described
in Section 2.3.

          "Trademarks"  means  and  includes  in each  case  whether  now
existing or hereafter arising, all of the Borrower's  rights,  title  and
interest  in and to (a) any and all trademarks (including service marks),
trade names  and  trade styles, and applications for registration thereof
and the goodwill of  the business symbolized by any of the foregoing, (b)
any and all licenses of  trademarks,  service  marks,  trade names and/or
trade  styles, whether as licensor or licensee, (c) any renewals  of  any
and all  trademarks,  service  marks,  trade  names,  trade styles and/or
licenses  of  any  of the foregoing, (d) income, royalties,  damages  and
payments  now or hereafter  due  and/or  payable  with  respect  thereto,
including,  without  limitation,  damages, claims, and payments for past,
present and future infringements thereof,  (e)  rights  to  sue for past,
present  and future infringements of any of the foregoing, including  the
right to settle  suits  involving claims and demands for royalties owing,
and (f) all rights corresponding  to  any of the foregoing throughout the
world.

          "Uniform Commercial Code" means,  unless  otherwise provided in
this Agreement, the Uniform Commercial Code as adopted  by  and in effect
from  time  to  time  in  the  State  or  in  any other jurisdiction,  as
applicable.

          "Venture Holdings" has the meaning described in the Recitals.

          "Venture Midwest" has the meaning described in the Recitals.

          "Venture Southeast" has the meaning described in the Recitals.

          "Venture  Stock"  means  all capital stock  issued  by  Venture
Holdings acquired or to be acquired  by  Berry Venture, all in accordance
with the Venture Purchase Agreement Transaction,  together  with  any and
all proceeds and products thereof.

          "Venture  Stock  Purchase/Merger  Agreement" means that certain
Agreement and Plan of Merger dated as of August29,  1997 by and among the
Borrower, Berry Venture, Venture Holdings, the Parent, Venture Southeast,
Venture Midwest and the shareholders of Venture Holdings, as the same may
from  time  to  time  be  amended,  restated, supplemented  or  modified,
together  with any and all exhibits and  schedules  thereto,  amendments,
modifications,   and   supplements  thereto,  restatements  thereof,  and
substitutes therefor.

          "Venture Stock  Purchase/Merger  Documents"  means collectively
the  Venture  Stock Purchase Agreement and any and all other  agreements,
documents or instruments,  previously,  now  or  hereafter  executed  and
delivered  by Venture Holdings, Venture Southeast, Venture Midwest, Berry
Venture, the Borrower, or any other Person in connection with the Venture
Stock Purchase/Merger  Transaction,  as the same may from time to time be
amended, restated, supplemented and modified.

          "Venture  Stock  Purchase/Merger  Transaction"  means  (i)  the
acquisition  of  all issued and  outstanding  capital  stock  of  Venture
Holdings by Berry  Venture  through  a merger, (ii) the merger of Venture
Holdings into Berry Venture, (iii) the  transfer  to  the Borrower of all
issued and outstanding stock of Venture Southeast and/or  Venture Midwest
by Berry Venture and/or Venture Holdings, as contemplated by  the Venture
Stock  Purchase/Merger  Agreement,  and  (iv)  the merger, consolidation,
dissolution or liquidation of Berry Venture.

          "Virginia  Design"  means Virginia Design  Packaging  Corp.,  a
corporation organized and existing  under the laws of the Commonwealth of
Virginia, and its successors and assigns.

          "Virginia   Design   NewCo"   means   Berry   Plastics   Design
Corporation, a corporation organized and  existing  under the laws of the
State of Delaware, and its successors and assigns.

          "Virginia Design Purchase Agreement" means  that  certain asset
purchase  agreement  dated as of May 13, 1997 by and among the  Borrower,
Virginia Design NewCo,  Virginia  Design and the shareholders of Virginia
Design,  as  the  same  may  from  time to  time  be  amended,  restated,
supplemented  or  modified,  together  with  any  and  all  exhibits  and
schedules thereto, amendments, modifications,  and  supplements  thereto,
restatements thereof, and substitutes therefor.

          "Virginia    Design   Purchase   Agreement   Documents"   means
collectively the Virginia Design Purchase Agreement and any and all other
agreements,  documents  or  instruments,  previously,  now  or  hereafter
executed and delivered by  Virginia  Design,  Virginia  Design NewCo, the
Borrower,  or  any  other  Person in connection with the Virginia  Design
Purchase Agreement Transaction,  as  the  same  may  from time to time be
amended, restated, supplemented and modified.

          "Virginia  Design  Purchase  Agreement Transaction"  means  the
asset purchase transaction contemplated  by  the Virginia Design Purchase
Agreement.

          "Wholly  Owned  Subsidiary" means any  domestic  United  States
Person all the shares of stock  or  other equity interests of all classes
of which (other than directors' qualifying  shares) at the time are owned
directly or indirectly by the Borrower and/or by one or more Wholly Owned
Subsidiaries of the Borrower.

          "Wire  Transfer  Procedures"  means  the  rules,  policies  and
procedures adopted and implemented by the Agent and its Affiliates at any
time  and from time to time with respect to electronic  funds  transfers,
including,  without  limitation, the Security Procedures, all as the same
may be amended, restated,  supplemented, terminated or otherwise modified
at any time and from time to  time  by  the  Agent  upon  notice  to  the
Borrower in its reasonable discretion.

     SECTION 1.2    ACCOUNTING TERMS AND OTHER DEFINITIONAL PROVISIONS.

     Unless  otherwise  defined  herein, as used in this Agreement and in
any  certificate, report or other document  made  or  delivered  pursuant
hereto,  accounting  terms  not  otherwise defined herein, and accounting
terms only partly defined herein,  to  the extent not defined, shall have
the  respective  meanings  given to them under  GAAP.   Unless  otherwise
defined herein, all terms used  herein  which  are defined by the Uniform
Commercial Code shall have the same meanings as  assigned  to them by the
Uniform  Commercial  Code  unless  and  to  the  extent  varied  by  this
Agreement.   The  words  "hereof",  "herein" and "hereunder" and words of
similar import when used in this Agreement  shall refer to this Agreement
as a whole and not to any particular provision  of  this  Agreement,  and
article,   section,  subsection,  schedule  and  exhibit  references  are
references to  articles,  sections  or  subsections  of,  or schedules or
exhibits  to,  as  the  case  may  be,  this  Agreement  unless otherwise
specified.  As used herein, the singular number shall include the plural,
the plural the singular and the use of the masculine, feminine  or neuter
gender  shall include all genders, as the context may require.  Reference
to any one  or more of the Financing Documents shall mean the same as the
foregoing may  from  time  to  time  be  amended,  restated, substituted,
extended,  renewed, supplemented or otherwise modified.   Notwithstanding
the foregoing,  the  Agent and the Lenders agree that if GAAP at any time
changes and such changes  have an affect on the computation of any of the
covenants contained in Section  6.1.13  of this Agreement, the Agent, the
Lenders and the Borrower will negotiate in  good faith to revise any such
affected covenants so as to reverse the effect of such change in GAAP.

                             ARTICLE 2

                          THE CREDIT FACILITIES

     SECTION 2.1    THE REVOLVING CREDIT FACILITY.

               2.1.1        REVOLVING CREDIT FACILITY.   Subject  to  and
upon  the  terms  of  this  Agreement,   the  Lenders  collectively,  but
severally,  establish  a  revolving  credit  facility  in  favor  of  the
Borrower.   The  aggregate  of all advances under  the  Revolving  Credit
Facility are sometimes referred  to in this Agreement collectively as the
"Revolving Loan".

     The amount set forth below opposite  each  Lender's  name  is herein
called such Lender's "Revolving Credit Committed Amount" and the total of
each  Lender's  Revolving  Credit  Committed Amount is herein called  the
"Total Revolving Credit Committed Amount".   The  proportionate share set
forth  below opposite each Lender's name is herein called  such  Lender's
"Revolving Credit Pro Rata Share":

                         Revolving Credit    Revolving Credit
     LENDER              COMMITTED AMOUNT    PRO RATA SHARE

     Fleet               $11,494,000              22.99%
     GE Capital          $19,253,000              38.51%
     NationsBank         $19,253,000              38.51%

     Total Revolving
     Credit Committed
     Amount:             $50,000,000              100%

Neither  the  Agent  nor  any of the Lenders shall be responsible for the
Revolving Credit Commitment  of any other Lender, nor will the failure of
any  Lender  to  perform  its  obligations  under  its  Revolving  Credit
Commitment  in  any way relieve any  other  Lender  from  performing  its
obligations under its Revolving Credit Commitment.

     During the Revolving  Credit  Commitment  Period,  the  Borrower may
request  advances under the Revolving Credit Facility in accordance  with
the provisions  of  this  Agreement; provided that after giving effect to
the Borrower's request:

     (i)  the outstanding principal  balance  of  each  Lender's Pro Rata
Share of the Revolving Loan and of the Letter of Credit Obligations would
not  exceed  the  lesser  of  (a)  such  Lender's Pro Rata Share  of  the
Revolving  Loan  and  of the Letter of Credit  Obligations  or  (b)  such
Lender's Pro Rata Share of the Borrowing Base; and,

     (ii) the aggregate  outstanding  principal  balance of the Revolving
Loan and all Letter of Credit Obligations would not  exceed the lesser of
(a)  the  Total  Revolving Credit Committed Amount or (b)  the  Borrowing
Base.

          2.1.2          PROCEDURE FOR MAKING ADVANCES UNDER THE
                    REVOLVING LOAN.

     The Borrower  may  borrow under the Revolving Credit Facility on any
Business Day.  Advances under  the Revolving Loan shall be deposited to a
demand  deposit  account of the Borrower  with  the  Agent  or  shall  be
otherwise applied  as directed by the Borrower, which direction the Agent
may require to be in  writing.  Not later than 11:00 a.m. (Baltimore City
Time) on the date of the requested borrowing, the Borrower shall give the
Agent oral or written notice  (a  "Loan  Notice")  of  the amount and (if
requested by the Agent) the purpose of the requested borrowing.  Any oral
Loan  Notice shall be confirmed in writing by the Borrower  within  three
(3) Business  Days  after  the  making of the requested advance under the
Revolving Loan.  At any time within three (3) hours prior to funding, the
Borrower may revoke a Loan Notice;  provided, that the Borrower shall pay
to each Lender, as the case may be, any  amounts which may be due to such
Lender under Section 2.7.4 by reason of such  Lender  having taken action
in  reliance on the Loan Notice.  Upon receipt of any such  Loan  Notice,
the Agent shall promptly notify each Lender of the amount of each advance
to be  made  by  such  Lender  on the requested borrowing date under such
Lender's Revolving Credit Commitment.

     Not later than 1:00 p.m. (Baltimore  City  Time)  on  each requested
borrowing date for the making of advances under the Revolving  Loan, each
Lender  shall,  if  it  has received timely notice from the Agent of  the
Borrower's request for such  advances,  make  available  to the Agent, in
funds immediately available to the Agent at the Agent's office  set forth
in  Section 9.1, such Lender's Pro Rata Share of the advances to be  made
on such date.

     In  addition, the Borrower hereby irrevocably authorizes the Lenders
at any time and from time to time, without further request from or notice
to the Borrower,  to  make  advances  under  the Revolving Loan which the
Agent,  in  its  sole  and  absolute  discretion,  deems   necessary   or
appropriate  to  protect  the interests of the Agent and/or any or all of
the Lenders under this Agreement, including, without limitation, advances
under the Revolving Loan made  to  cover  debit balances in the Revolving
Loan  Account,  to  pay  principal  of,  and/or interest  on,  any  Loan,
including any Term Loan, the Obligations (including  any Letter of Credit
Obligations   and   any  Bond  Letter  of  Credit  Obligations),   and/or
Enforcement Costs, prior  to,  on,  or  after  the  termination  of other
advances  under  this  Agreement,  regardless  of whether the outstanding
principal  amount  of the Revolving Loan which the  Lenders  may  advance
hereunder exceeds the Total Revolving Credit Committed Amount.  The Agent
acknowledges and agrees  that  (i)  the obligation of the Lenders to make
advances to or for the account of the Borrower pursuant to this paragraph
shall be subject to the provisions of  Section 8.14 of this Agreement and
(ii)  no  Lender shall have any obligation  or  commitment  to  make  any
advance to  or  for  the account of the Borrower under the Revolving Loan
(including any obligation  or  commitment  to  reimburse  the  Agent  for
advances  made  by  the Agent to or for the account of the Borrower under
this paragraph, except  for  advances made to cover Enforcement Costs for
which the Agent has not been duly  reimbursed  by  the  Borrower)  unless
otherwise  agreed  in  writing  by such Lender, if and to the extent such
Lender's Pro Rata Share of the Revolving Loan and of the Letter of Credit
Obligations  would  exceed,  with  the   making   of   such   advance  or
reimbursement,  such  Lender's  Revolving Credit Committed Amount.   Each
Lender, however, shall continue to  be  obligated  to reimburse the Agent
for  any  and all Enforcement Costs incurred by the Agent  in  accordance
with the provisions  of  this Agreement if and to the extent the Borrower
fails to reimburse the Agent for such Enforcement Costs.

               2.1.3  BORROWING  BASE.   As  used  in this Agreement, the
term "Borrowing Base" means at any time, an amount equal to the aggregate
of  (a) eighty-five percent (85%) of the amount of Eligible  Receivables,
plus  (b)  the  lesser  of  (x) sixty-five percent (65%) of the amount of
Eligible Inventory or (y) Twenty-five Million Dollars ($25,000,000).

     The Borrowing Base shall  be  computed  based  on the Borrowing Base
Report  most  recently  delivered  to and accepted by the  Agent  in  its
reasonable discretion.  In the event  the  Borrower  fails  to  furnish a
Borrowing Base Report required by Section 2.1.4 below, the Agent  may, in
its  reasonable  discretion  exercised  from  time  to  time  and without
limiting  other  rights  and  remedies  under this Agreement, direct  the
Lenders to suspend the making of or limit  advances  under  the Revolving
Loan.  The Borrowing Base shall be reduced by all amounts credited to the
Collateral Account (if and to the extent a Collateral Account is required
by  the  terms  of  this  Agreement)  since  the  date of the most recent
Borrowing Base Report and by the amount of any Account  or  any Inventory
which was included in the Borrowing Base, but which the Agent  determines
fails  to  meet the respective criteria applicable from time to time  for
Eligible Receivables or Eligible Inventory.

     If at any  time  the  total of the aggregate principal amount of the
Revolving Loan and Outstanding  Letter  of Credit Obligations exceeds the
Borrowing Base, a borrowing base deficiency ("Borrowing Base Deficiency")
shall exist.  Each time a Borrowing Base Deficiency exists, the Borrower,
at the sole and absolute discretion of the  Agent  exercised from time to
time, shall pay the Borrowing Base Deficiency ON DEMAND  to the Agent for
the benefit of the Lenders from time to time.

     Without  implying  any  limitation  on  the Agent's discretion  with
respect to the Borrowing Base, the criteria for  Eligible Receivables and
for  Eligible  Inventory  contained  in  the  respective  definitions  of
Eligible Receivables and of Eligible Inventory are in part based upon the
business  operations  of  the  Borrower  and  the  Subsidiary  Guarantors
existing on or about the date of this Agreement and  upon information and
records  furnished  to  the  Agent  by  the  Borrower and the  Subsidiary
Guarantors.  If at any time or from time to time  hereafter, the business
operations of the Borrower and/or any of the Subsidiary Guarantors change
in any material respect or such information and records  furnished to the
Agent are materially incorrect or misleading, the Agent in its reasonable
discretion, may at any time and from time to time during the  duration of
this  Agreement  change  such  criteria,  add new criteria, make existing
criteria  less onerous, or remove existing criteria;  provided,  however,
that any such  change  in,  or  addition  or removal of criteria shall be
effective  only  after notice thereof from the  Agent  to  the  Borrower.
Except  in  emergency   circumstances,   the  Agent  agrees  to  use  its
commercially reasonable efforts to consult with the Borrower prior to the
effective date of any addition to, or change  in,  eligibility  criteria,
but that the Agent shall have no obligation or duty to reach an agreement
with  the  Borrower  as a condition of, or prior to, imposing any changes
in, or additions to, eligibility  criteria.   The Agent shall communicate
such changed or additional criteria to the Borrower  from  time  to  time
either orally or in writing.

               2.1.4 BORROWING BASE REPORT.  The Borrower will furnish to
the  Agent  no less frequently than monthly, as soon as available, but in
any event within  twenty  (20) days of the end of each fiscal month, and,
upon the occurrence of an Event  of  Default  or as otherwise provided in
this Section 2.1.4, at such other times as may  be requested by the Agent
a report of the Borrowing Base in the form attached  hereto  as Exhibit A
(each  a  "Borrowing  Base  Report";  collectively,  the "Borrowing  Base
Reports")  in  the  form  required  from  time  to  time  by  the  Agent,
appropriately completed and duly signed.  The Borrowing Base Report shall
contain  the amount and payments on the Accounts, the value of Inventory,
and the calculations  of  the  Borrowing  Base,  all  in such detail, and
accompanied by such supporting and other information, as  the  Agent  may
from  time to time reasonably request.  Upon the Agent's request and upon
the creation  of  any  Accounts, the Borrower will provide the Agent with
(a) confirmatory assignment  schedules;  (b)  copies  of  Account  Debtor
invoices;  (c)  evidence  of  shipment  or delivery; and (d) such further
schedules, documents and/or information regarding  the  Accounts  and the
Inventory  as the Agent may reasonably require.  The items to be provided
under this subsection  shall  be  in  form reasonably satisfactory to the
Agent, and certified as true and correct  by  a  Responsible Officer, and
delivered  to  the  Agent  from  time  to  time  solely for  the  Agent's
convenience  in  maintaining records of the Collateral.   The  Borrower's
failure to deliver  any  such  items  to  the  Agent  shall  not  affect,
terminate,  modify,  or  otherwise  limit  the Liens of the Agent and the
Lenders in the Collateral.  Notwithstanding  the  foregoing, the Borrower
acknowledges and agrees that the Agent, at its option,  may  require that
the Borrower furnish to the Agent weekly and, if requested by  the Agent,
daily Borrowing Base Reports if any one of the following events occur (i)
the   Borrower's   and   Subsidiary   Guarantors'   collective  aggregate
availability under the Revolving Loan is at any times  less than or equal
to  Fifteen  Million  Dollars  ($15,000,000), (ii) the Borrower  and  the
Subsidiary  Guarantors,  on  a  consolidated   basis,   incur  three  (3)
consecutive months of net operating losses, or (iii) the occurrence of an
Event of Default (each of the aforementioned events are herein  called  a
"Borrowing  Base  Trigger Event").  The Agent agrees that it shall not be
entitled to require  that  the Borrower furnish weekly or daily Borrowing
Base Reports solely as the result  of  the occurrence of a Borrowing Base
Trigger Event, if the Agent fails to so notify the Borrower within ninety
(90) days of the date that the Borrower  has  cured  the  Borrowing  Base
Trigger Event to the reasonable satisfaction of the Agent.  The foregoing
sentence,  however, shall not prevent the Agent from later requiring more
frequent  Borrowing   Base   Reports  following  the  occurrence  of  any
subsequent Borrowing Base Trigger  Event;  provided,  that  the  Agent so
notifies  the  Borrower within ninety (90) days of date that the Borrower
has cured the Borrowing Base Trigger Event to the reasonable satisfaction
of the Agent.

               2.1.5       REVOLVING CREDIT NOTES.  The obligation of the
Borrower to pay each Lender's  Pro Rata Share of the Revolving Loan, with
interest, shall be evidenced by  a  series  of  promissory notes (as from
time  to  time  extended,  amended, restated, supplemented  or  otherwise
modified, collectively the "Revolving  Credit  Notes"  and individually a
"Revolving Credit Note").  Each Lender's Revolving Credit  Note  shall be
dated as of the date of this Agreement, shall be payable to the order  of
such Lender at the times provided in the Revolving Credit Note, and shall
be  in  the  principal amount of such Lender's Revolving Credit Committed
Amount.  The Borrower  acknowledges  and  agrees that, if the outstanding
principal balance of the Revolving Loan outstanding  from  time  to  time
exceeds  the  aggregate  stated amount of the Revolving Credit Notes, the
excess shall bear interest  at  the  rates provided from time to time for
advances under Revolving Loan evidenced by the Revolving Credit Notes and
shall be payable, with accrued interest, ON DEMAND.  The Revolving Credit
Notes  shall not operate as a novation  of  any  of  the  Obligations  or
nullify,  discharge,  or  release  any such Obligations or the continuing
contractual relationship of the parties  hereto  in  accordance  with the
provisions of this Agreement.

               2.1.6        MANDATORY   PREPAYMENTS  OF  REVOLVING  LOAN.
Subject to the provisions of Section 2.7.4 (Indemnity) and in addition to
any  mandatory prepayment required by the  provisions  of  Section  2.2.3
(Term Loan Mandatory Prepayments), upon the request of the Agent pursuant
to Section  2.1.3  (Borrowing  Base),  the  Borrower shall make mandatory
prepayments   (each   a   "Revolving  Loan  Mandatory   Prepayment"   and
collectively,  the  "Revolving   Loan   Mandatory  Prepayments")  of  the
Revolving Loan at any time and from time  to  time  in order to cover any
Borrowing Base Deficiency.

               2.1.7      OPTIONAL PREPAYMENTS OF REVOLVING LOAN. Subject
to the provisions of Section 2.7.4 (Indemnity), the Borrower  shall  have
the  option  at  any time and from time to time prepay (each a "Revolving
Loan Optional Prepayment"  and  collectively the "Revolving Loan Optional
Prepayments") the Revolving Loan,  in whole or in part without premium or
penalty.  Revolving Loan Optional Prepayments  shall  be made following a
timely  and  proper  written  notice  to  the Agent with respect  thereto
specifying the date and amount of any intended  Revolving  Loan  Optional
Prepayment.   The  amount to be prepaid shall be paid by the Borrower  to
the Agent on the date specified for such prepayment.   Any amounts repaid
or prepaid may be readvanced  and reborrowed subject to the provisions of
this Agreement.

               2.1.8  THE COLLATERAL  ACCOUNT.   Upon demand by the Agent
following a Borrowing Base Trigger Event, the Borrower  will  deposit, or
cause  to be deposited, all Items of Payment to a bank account designated
by the Agent  and  from  which  the  Agent  alone has power of access and
withdrawal (the "Collateral Account").  Each  deposit  shall  be made not
later  than the next Business Day after the date of receipt of the  Items
of Payment.   The  Items  of  Payment shall be deposited in precisely the
form  received,  except  for  the  endorsements  of  the  Borrower  where
necessary to permit the collection of  any  such  Items of Payment, which
endorsement the Borrower hereby agree to make.  In the event the Borrower
fails  to do so, the Borrower hereby authorizes the  Agent  to  make  the
endorsement  in  the  name of the Borrower.  Prior to such a deposit, the
Borrower will not commingle  any  Items  of  Payment  with the Borrower's
other funds or property, but will hold them separate and  apart  in trust
and  for  the account of the Agent for the benefit of the Lenders ratably
and the Agent.   The  Agent  agrees  that  it  shall  not demand that the
Borrower  deposit or cause to be deposited all Items of  Deposit  to  the
Collateral  Account  at  any  time prior to the occurrence of a Borrowing
Base Trigger Event.  Once the Agent  has  so made demand on the Borrower,
unless  otherwise  agreed  by the Agent in writing,  the  Borrower  shall
continue to so deposit or cause  to  be deposited all Items of Payment to
the Collateral Account notwithstanding that subsequent to such demand the
Borrowing Base Trigger Event has been  cured,  waived, otherwise remedied
or is no longer applicable.

     In addition, if the Agent has so made demand,  if so directed by the
Agent, the Borrower shall direct the mailing of all Items of Payment from
its Account Debtors to one or more post-office boxes  designated  by  the
Agent,  or  to  such  other  additional  or replacement post-office boxes
pursuant to the request of the Agent from time to time (collectively, the
"Lockbox").  The Agent shall have unrestricted  and  exclusive  access to
the Lockbox.

     Subject  to  the  provisions  of  this  Section, the Borrower hereby
authorizes the Agent to inspect all Items of Payment,  and  deposit  such
Items  of  Payment  in  the  Collateral  Account.  The Agent reserves the
right,  exercised in its reasonable discretion  from  time  to  time,  to
provide to  the Collateral Account credit prior to final collection of an
Item of Payment  and  to disallow credit for any Item of Payment prior to
final collection which is reasonably unsatisfactory to the Agent.  In the
event  Items  of Payment  are  returned  to  the  Agent  for  any  reason
whatsoever, the  Agent  may, in the exercise of its reasonable discretion
from time to time, forward  such  Items  of  Payment  a second time.  Any
returned  Items  of  Payment  shall  be  charged  back to the  Collateral
Account, the Revolving Loan Account, or other account, as appropriate.

     The Agent will apply the whole or any part of  the  collected  funds
credited  to  the  Collateral Account against the Revolving Loan (or with
respect to Items for  Payments  which  are  not  proceeds  of Accounts or
Inventory or after a Default or an Event of Default, against  any  of the
Obligations)  or  credit such collected funds to a depository account  of
the Borrower with the  Agent, the order and method of such application to
be in the sole discretion  of  the Agent.  Notwithstanding the foregoing,
the Agent agrees that prior to the occurrence of an Event of Default, the
Agent shall use its best efforts to apply collected funds credited to the
Collateral Account to the Obligations  so  as  to  avoid  or minimize any
amounts  which  would  be due under Section 2.7.4 by reason of  any  such
application.

     Notwithstanding the foregoing, the Agent agrees that it shall not be
entitled to require establishment  of  the  Collateral Account and/or the
Lockbox  as  the  result of the occurrence of a  Borrowing  Base  Trigger
Event, if the Agent  fails  to  so notify the Borrower within ninety (90)
days of the date that the Borrower  has  cured the Borrowing Base Trigger
Event  to  the  reasonable  satisfaction  of the  Agent.   The  foregoing
sentence,  however,  shall  not prevent the Agent  from  later  requiring
establishment of the Collateral  Account  and/or  a Lockbox following the
occurrence of any subsequent Borrowing Base Trigger Event; provided, that
the Agent so notifies the Borrower within ninety (90)  days  of  the date
that  the  Borrower  has  cured  the  Borrowing Base Trigger Event to the
reasonable satisfaction of the Agent.

               2.1.9       REVOLVING  LOAN   ACCOUNT.    The  Agent  will
establish  and maintain a loan account on its books (the "Revolving  Loan
Account") to  which  the Agent will (a) DEBIT (i) the principal amount of
each advance under the Revolving Loan made by the Lenders hereunder as of
the date made, (ii) the  amount  of any interest accrued on the Revolving
Loan as and when due, and (iii) any  other amounts due and payable by the
Borrower to the Agent and/or the Lenders  from  time  to  time  under the
provisions  of  this  Agreement  in  connection  with the Revolving Loan,
including, without limitation, Enforcement Costs, Fees, late charges, and
service, collection and audit fees, as and when due  and payable, and (b)
CREDIT all payments made by the Borrower to the Agent  on  account of the
Revolving  Loan as of the date made including, without limitation,  funds
credited to  the Revolving Loan Account from the Collateral Account.  The
Agent may debit  the Revolving Loan Account for the amount of any Item of
Payment which is returned to the Agent unpaid.  All credit entries to the
Revolving Loan Account  are conditional and shall be readjusted as of the
date made if final and indefeasible  payment is not received by the Agent
in cash or solvent credits.  The Borrower  hereby  promises to pay to the
order  of  the  Agent  for  the  ratable benefit of the Lenders,  on  the
Revolving Credit Termination Date, an amount equal to the excess, if any,
of all debit entries over all credit  entries  recorded  in the Revolving
Loan  Account  under  the  provisions  of  this Agreement.  Any  and  all
periodic  or  other statements or reconciliations,  and  the  information
contained in those  statements  or reconciliations, of the Revolving Loan
Account  shall  be  presumed  conclusively   to  be  correct,  and  shall
constitute  an  account stated between the Agent,  the  Lenders  and  the
Borrower unless the  Agent  receives  specific  written objection thereto
from  the  Borrower and/or any Lender within thirty  (30)  Business  Days
after such statement or reconciliation shall have been sent by the Agent.
Any and all  periodic  or  other  statements  or reconciliations, and the
information  contained  in  those statements or reconciliations,  of  the
Revolving Loan Account shall  be  final,  binding and conclusive upon the
Borrower  in  all  respects,  absent  manifest error,  unless  the  Agent
receives  specific written objection thereto  from  the  Borrower  within
thirty (30)  Business  Days  after such statement or reconciliation shall
have been sent by the Agent.

               2.1.10 REVOLVING  CREDIT  UNUSED  LINE  FEE.  The Borrower
shall pay to the Agent for the ratable benefit of the Lenders a quarterly
Revolving Credit Facility fee (collectively, the "Revolving Credit Unused
Line Fees" and individually, a "Revolving Credit Unused  Line Fee") in an
amount  equal  to thirty (30) basis points per annum (calculated  on  the
basis of actual  number  of  days  elapsed  in  a  year  of 360 days) and
calculated on average daily unused and undisbursed portion  of  the Total
Revolving  Credit  Committed  Amount in effect from time to time accruing
during each quarterly period.   The  accrued  and unpaid Revolving Credit
Unused Line Fee shall be paid by the Borrower to  the  Agent on the first
day  of  each  quarter,  in  arrears, commencing on the first  such  date
following the date hereof, and on the Revolving Credit Termination Date.

               2.1.11   EARLY TERMINATION  FEE.   In  the  event  of  the
termination of the Revolving Credit Commitments, the Borrower shall pay a
fee to the Agent for the  benefit  of  the  Lenders  ratably  (the "Early
Termination Fee"), equal to following amount at the following times:

PERIOD                             EARLY TERMINATION FEE

Closing Date, through and               2% of the Total Revolving
 including, day preceding                 Committed Amount
 the first anniversary date
 of the Closing Date

 First  anniversary date                 1%  of  the Total Revolving
 of the Closing Date,                      Credit Committed Amount
 through and including,
 the day preceding the
 second anniversary date
 of the Closing Date

Second anniversary date            1/2% of the Total Revolving
 of the Closing Date,                Credit Committed Amount
 through and including,
 the day preceding the
 third anniversary date
 of the Closing Date

     In  the  event  of  a  partial  reduction  of the  Revolving  Credit
Commitments, the Borrower shall pay to the Agent  for  the benefit of the
Lenders  ratably, an Early Termination Fee equal to following  amount  at
the following times:

PERIOD                             EARLY TERMINATION FEE

Closing Date, through and               2% of the amount of the
 including, day preceding                 Revolving Credit Optional
 the first anniversary date          Reduction
 of the Closing Date

First anniversary date             1% of the amount of the
 of the Closing Date,                Revolving Credit Optional
 through and including,              Reduction
 the day preceding the
 second anniversary date
 of the Closing Date

Second anniversary date            1/2% of the amount of the
 of the Closing Date,                Revolving Credit Optional
 through and including,              Reduction
 the day preceding the
 third anniversary date

     In the  event  the  Term  Loans  are refinanced or replaced with the
proceeds of Indebtedness for Borrowed Money,  in  whole  or  in part, the
Borrower  shall pay to the Agent for the benefit of the Lenders  ratably,
an Early Termination  Fee  equal  to  following  amount  at the following
times:

PERIOD                             EARLY TERMINATION FEE

Closing Date, through and               2% of the amount prepaid
 including, day preceding
 the first anniversary date
 of the Closing Date

First anniversary date             1% of the amount prepaid
 of the Closing Date,
 through and including,
 the day preceding the
 second anniversary date
 of the Closing Date

Second anniversary date            1/2% of the amount prepaid
 of the Closing Date,
 through and including,
 the day preceding the
 third anniversary date

     Notwithstanding the foregoing, the Borrower shall not be required to
pay  the  Early Termination Fee in connection with such a refinancing  or
replacement of the Term Loans and the termination or partial reduction of
the Revolving  Credit  Commitments from the proceeds of a public offering
of Securities by the Borrower  or  the Parent.  Nothing contained in this
Section shall be deemed a waiver by  the  Agent  or  any  Lender  of  any
Default  or  Event of Default which results from any such public offering
of  Securities  by  the  Borrower  and/or  the  closing  of  a  purchase,
acquisition  or investment otherwise prohibited by the provisions of this
Agreement, which does not result in a prepayment of all Obligations and a
termination of  all  Letters  of  Credit,  all Bond Letters of Credit and
Commitments.

     In  addition, if the Borrower requests that  the  Requisite  Lenders
consent to  the  purchase or acquisition of, or investment in, any Person
which  would  not otherwise  be  permitted  by  the  provisions  of  this
Agreement, and  the  Requisite Lenders refuse to agree and consent to any
such purchase, acquisition  or  investment,  the  Borrower  may,  at  its
option,  prepay  all  of the Obligations in full and terminate all of the
Commitments and shall have  no obligation to pay an Early Termination Fee
in connection with any such prepayment  and  termination;  provided, that
(i)  all Letters of Credit and all Bond Letters of Credit are  terminated
or otherwise  secured by the issuance of one or more back-to-back letters
of credit from  an  issuer  and containing terms reasonably acceptable to
the Agent, (ii) all Obligations  are  paid in full, (iii) all Commitments
are terminated, and (iv) to the extent  the  Borrower  intends to finance
such purchase, acquisition or investment, any one of the Lenders have not
agreed  to  provide  such financing after having been first  offered  the
opportunity by the Borrower  to  provide  such financing substantially on
the same terms and conditions as are actually  proposed  to  the Borrower
from another lender or financial institution.  A Lender shall  be  deemed
to  have  so declined to provide the requested financing for the proposed
acquisition,   purchase  or  other  investment  unless  such  Lender  has
otherwise notified  the  Borrower  in writing within fifteen (15) days of
its receipt of all proposed material terms and conditions of the proposed
acquisition, purchase or investment and any requested financing that such
Lender wishes to participate in such  financing.   The Lenders understand
and  agree  that the Borrower shall be required only to  furnish  to  the
Agent and the  Lenders  a  term  sheet summarizing the proposed terms for
such  financing to be prepared by the  Borrower  based  on  actual  terms
proposed  by such other lender or financial institution, and that neither
the Borrower  nor  any  such  other lender or financial institution shall
have any obligation to furnish  to  the  Agent  or  the Lenders copies of
actual commitments, proposals or correspondence from such other lender or
financial institution or independent verification of  any  such  proposed
terms.
     Payment  of  all  or any portion of the Obligations relating to  the
Revolving Loan and/or the  Term  Loans and/or termination or reduction of
any of the Commitments, in whole or  in  part,  by  or  on  behalf of the
Borrower, by court order or otherwise, following and as a result  of  the
institution  of  any  bankruptcy  proceeding  by or against the Borrower,
shall be deemed to be a prepayment of the Revolving  Loan  and  the  Term
Loans,   and/or   termination   or   reduction  of  the  Commitments,  as
appropriate, subject to payment of the  Early Termination Fee provided in
this subsection if any or all of the Obligations are actually paid and/or
any  or all of the Commitments are terminated  or  reduced  at  any  time
during  the periods set forth above.  All Early Termination Fees shall be
paid to the Agent for the ratable benefit of the Lenders.

               2.1.12    OPTIONAL REDUCTION OF REVOLVING CREDIT COMMITTED
                         AMOUNT.

     Subject to the provisions of Section 2.1.11 (Early Termination Fee),
the Borrower  shall  have  the  right  to  reduce  permanently   (each  a
"Revolving  Credit  Optional  Reduction"  and collectively the "Revolving
Credit Optional Reductions") the Total Revolving  Credit Committed Amount
in  effect  from time to time in the amount of any integral  multiple  of
Five Hundred  Thousand  Dollars  ($500,000),   upon  at  least  five  (5)
Business  Days  prior written notice to the Agent specifying the date and
amount of such Revolving  Credit  Optional  Reduction;  provided, that no
Revolving Credit Optional Reduction shall be permitted if,  after  giving
effect thereto and to any Revolving Loan Optional Prepayment made on  the
effective  date  thereof,  the  then  outstanding principal amount of the
Revolving Loan and Outstanding Letter of  Credit  Obligations exceeds the
Total Revolving Credit Committed Amount as so reduced.  Such notice shall
be  irrevocable  as  to  the  amount  and  date of such Revolving  Credit
Optional Reduction.  After each such Revolving Credit Optional Reduction,
the  Revolving  Credit Unused Line Fee provided  for  in  Section  2.1.10
hereof and the Early  Termination  Fee,  if  any, provided for in Section
2.1.11 shall be calculated with respect to the Revolving Credit Committed
Amount as so reduced.  Any Revolving Credit Optional  Reduction  shall be
made to each Lender's Revolving Credit Commitment in accordance with  its
Pro Rata Share of such Revolving Credit Optional Reduction.

     SECTION 2.2    THE TERM LOAN A FACILITY.

               2.2.1       TERM  LOAN A COMMITMENTS.  Subject to and upon
the terms of this Agreement, each  Lender severally agrees to make a loan
(each a "Term Loan A"; and collectively,  the  "Term  Loans  A")  to  the
Borrower  in  the principal amount set forth below opposite such Lender's
name (herein called  such  Lender's "Term Loan A Committed Amount").  The
total of each Lender's Term  Loan A Committed Amount is herein called the
"Total Term Loan A Committed Amount".   The proportionate share set forth
below opposite each Lender's name is herein  called  such  Lender's "Term
Loan A Pro Rata Share":

                           Term Loan A            Term Loan A
     LENDER                COMMITTED AMOUNT       PRO RATA SHARE

     Fleet                    $ 7,126,000              22.99%
     GE Capital               $11,937,000              38.51%
     NationsBank              $11,937,000              38.51%


     TOTAL TERM LOAN A
     COMMITTED AMOUNT:        $31,000,000              100%

     The obligation of each Lender to make a Term Loan A is  several  and
is  limited  to  its Term Loan A Committed Amount, and such obligation of
each Lender is herein called its "Term Loan A Commitment".  The Term Loan
A Commitment of each  of  the Lenders are herein collectively referred to
as the "Term Loan A Commitments".  The Agent shall not be responsible for
the Term Loan A Commitment  of  any  Lender;  and  similarly, none of the
Lenders shall be responsible for the Term Loan A Commitment of any of the
other Lenders; the failure, however, of any Lender to  perform  its  Term
Loan  A  Commitment  shall  not relieve any of the other Lenders from the
performance of their respective Term Loan A Commitments.

     Pursuant  to  the  Borrower's   request,  the  Lenders  reduced  the
outstanding principal amount of the Term  Loans  A in accordance with the
provisions  of  this  Agreement.   As  set forth in the  Original  Credit
Agreement, the aggregate principal balance  of the Term Loans A (referred
to  the "Term Loans" in the Original Credit Agreement)  was  $30,299,000.
The Borrower  acknowledges  and  agrees that a portion of the proceeds of
Term Loan B or the Revolving Loans are to be used to repay and reduce the
outstanding principal balance of the  Term  Loans  A  such that as of the
date  of this Agreement, the unpaid aggregate principal  balance  of  the
Term Loans A is $27,480,000.

     Up to and including October 31, 1997, the Borrower shall be entitled
to obtain  additional  advances  under  Term Loans A (collectively, "Term
Loan A Additional Advances") provided, however, that the aggregate amount
of the additional advances shall not exceed  the  lesser of $3,520,000 or
the  aggregate  of  (i)  seventy-five  (75)%  of  the  increase   to  the
determination  of  the fair market value of the real property covered  by
the Deed of Trust -Henderson  above  the  fair market value determined by
the appraisal furnished in connection with  the  closing  of the Original
Credit   Agreement,  plus  (ii)  eighty  percent  (80%)  of  the  orderly
liquidation  value  of  the  Equipment  of  Venture Southeast and Venture
Southeast, such values being determined by the  Agent  after  the date of
this  Agreement  pursuant appraisals which shall be performed by  one  or
more appraisers satisfactory in all respects to the Agent and shall be in
such form and content as may be required by the Agent and received by the
Agent on or before October 1, 1997.

               2.2.2          AMORTIZATION OF TERM LOANS A; THE TERM LOAN
                         A NOTES.

          The unpaid  principal  balance of the Term Loans A shall be due
and payable in quarterly installments  of  principal  on each Installment
Payment Date, each in the following amounts at the following times:

     DUE DATE                     AMOUNT

     February 1, 1998             $   288,000
     May 1, 1998                  $   288,000
     August 1, 1998               $   288,000
     November 1, 1998             $   288,000
     February 1, 1999             $   731,000
     May 1, 1999                  $   731,000
     August 1, 1999               $   731,000
     November 1, 1999             $   731,000
     February 1, 2000             $ 1,175,000
     May 1, 2000                  $ 1,175,000
     August 1, 2000               $ 1,175,000
     November 1, 2000             $ 1,175,000
     February 1, 2001             $ 1,618,000
     May 1, 2001                  $ 1,618,000
     August 1, 2001               $ 1,618,000
     November 1, 2001             $ 1,618,000
     January 21, 2002             $12,232,000

PROVIDED, HOWEVER, that each of the payments above shall  be increased on
a  pro  rata basis by the aggregate amount of the Term Loan A  Additional
Advances.

          Unless  sooner  paid,  the unpaid principal balance of the Term
Loans A, together with interest accrued  and unpaid thereon, shall be due
and payable in full on the Revolving Credit Termination Date.

          The obligation of the Borrower to  pay  the  Term Loans A, with
interest,  shall  be  evidenced  by  a  series  of  amended and  restated
promissory notes (each as from time to time extended,  amended, restated,
supplemented   or   otherwise   modified,  a  "Term  Loan  A  Note"   and
collectively, the "Term Loan A Notes").   Each  Term Loan A Note shall be
dated as the date hereof and shall be payable to the order of a Lender at
the times provided in the Term Loan A Note, and shall be in the principal
amount of such Lender's Term Loan A Committed Amount.

               2.2.3        MANDATORY  PREPAYMENTS   OF   TERM  LOANS  A.
Subject  to  the  provisions  of Section 2.7.4 (Indemnity), the  Borrower
shall make the following mandatory  prepayments  (each  a  "Term  Loan  A
Mandatory  Prepayment"  and  collectively  the  "Term  Loan  A  Mandatory
Prepayments") of the Term Loans A to the Agent for the ratable benefit of
the Lenders:

                    (a)  To  the  extent  the  Net  Proceeds of any Asset
Disposition  (including  the  sale  and  issuance of any Securities,  but
excluding (i) the sale or transfer of all  Securities  issued  by Venture
Southeast  and/or Venture Southwest to the Borrower and (ii) the  merger,
liquidation,   consolidation   or   dissolution   of  Berry  Venture,  as
contemplated by the Venture Stock Purchaser/Merger  Transaction)  by  the
Borrower  or  any  Subsidiary  Guarantor  cause the aggregate of all such
Asset  Dispositions  in  any  fiscal  year to exceed  Two  Hundred  Fifty
Thousand Dollars ($250,000), all of such  excess  shall  be  paid  to the
Agent as a Term Loan A Mandatory Prepayment, or if the Term Loans A  have
been  paid  in full shall be paid to the Agent as a Term Loan B Mandatory
Prepayment, or  if  the Term Loans B have been paid in full shall be paid
to the Agent as a  Revolving  Loan Mandatory Prepayment.  Notwithstanding
the foregoing, the Borrower shall  not  be required to make a Term Loan A
Mandatory  Prepayment  in connection with any  public,  private  or  Rule
144(a) offering of Securities which does not generate any proceeds (other
than nominal proceeds),  including, for example, the issuance or exercise
of  warrants  with registration  rights  or  the  issuance  of  a  resale
prospectus for  any  existing  shares of capital stock.  In addition, the
Borrower shall not be required to make a Term Loan A Mandatory Prepayment
to the extent of any non-cash Net  Proceeds  which  are  Indebtedness for
Borrowed  Money received by the Borrower or any Subsidiary  Guarantor  in
payment of  the  purchase  price  of  an  Asset which is the subject of a
Permitted Asset Disposition; provided that,  upon the Agent's demand, the
Borrower and/or the Subsidiary Guarantor, as the case may, shall take all
such actions as shall be reasonably requested  by  the  Agent to grant to
the  Agent  for  its  benefit  and the ratable benefit of the  Lenders  a
perfected Lien on any such Indebtedness  for  Borrowed Money and provided
further that the principal amount of all such Indebtedness  for  Borrowed
Money,  together  with the Indebtedness for Borrowed Money referenced  in
Section 2.3.3(a) below,  shall  not  exceed  at any time in the aggregate
Five Hundred Thousand Dollars ($500,000).

                    (b)  Immediately upon closing and consummation of any
public  or  private  offering  of Indebtedness by  the  Borrower  or  any
Subsidiary  Guarantor  (excluding   (i)  the  sale  or  transfer  of  all
Securities issued by Venture Southeast  and/or  Venture  Southwest to the
Borrower  and (ii) the merger, liquidation, consolidation or  dissolution
of Berry Venture,  as  contemplated by the Venture Stock Purchaser/Merger
Transaction), except for  Indebtedness  for  Borrowed  Money permitted by
Section 6.2.4, other than subsection (d) of Section 6.2.4,  the  Borrower
shall  make a Term Loan A Mandatory Prepayment in an amount equal to  one
hundred  percent  (100%)  of  the  Net Proceeds of such public or private
offering; provided that a Term Loan  A  Mandatory Prepayment shall not be
required as the result of the issuance of Indebtedness by the Borrower or
any Subsidiary Guarantor, if (i) such Indebtedness  is issued pursuant to
and is permitted by subsection (d) of Section 6.2.4 and such Indebtedness
constitutes a "Refinancing Indebtedness" as defined in  subsection (m) of
Section 6.2.4, (ii) if the Net Proceeds of such Indebtedness are used, in
whole, to finance a Permitted Acquisition or Capital Expenditures  as and
to  the  extent  permitted by the provisions of this Agreement; and (iii)
the aggregate amount  of  Indebtedness  under subsections (i) and (ii) of
this subsection (b) and the amount of Indebtedness  under subsections (i)
and  (ii)  of  Section  2.3.3(b),  do  not exceed Twenty Million  Dollars
($20,000,000).

     The Borrower shall pay to the Agent  on  the  date  of each required
Term  Loan A Mandatory Prepayment accrued interest to such  date  on  the
amount  prepaid.   Each partial Term Loan A Mandatory Prepayment shall be
applied to all of the  remaining principal installments due on account of
the Term Loans A on a pro  rata  basis.   Notwithstanding anything to the
contrary contained herein, the Borrower shall  not  be required to pay an
Early  Termination  Fee  as  the  result  of  a  Term  Loan  A  Mandatory
Prepayment.

               2.2.4      OPTIONAL PREPAYMENTS OF TERM LOANS A.   Subject
to the provisions of Section 2.7.4 (Indemnity), the Borrower may, at  its
option,  at  any  time and from time to time, prepay (each a "Term Loan A
Optional  Prepayment"   and   collectively  the  "Term  Loan  A  Optional
Prepayments") the Term Loans A,  in  whole  or  in  part,  upon  five (5)
Business  Days  prior  written notice, specifying the date and amount  of
prepayment.  The amount  to be so prepaid, together with interest accrued
thereon to date of prepayment  if  the amount is intended as a prepayment
of the Term Loans A in whole, shall  be paid by the Borrower to the Agent
for the ratable benefit of the Lenders  on  the  date  specified for such
prepayment.  Partial Term Loan A Optional Prepayments shall be applied to
all of the remaining principal installments due on account  of  the  Term
Loans A on a pro rata basis.

     SECTION 2.3    TERM LOAN B FACILITY.

               2.3.1       TERM  LOAN B COMMITMENTS.  Subject to and upon
the terms of this Agreement, each  Lender severally agrees to make a loan
(each a "Term Loan B"; and collectively,  the  "Term  Loans  B")  to  the
Borrower  in  the principal amount set forth below opposite such Lender's
name (herein called  such  Lender's "Term Loan B Committed Amount").  The
total of each Lender's Term  Loan B Committed Amount is herein called the
"Total Term Loan B Committed Amount".   The proportionate share set forth
below opposite each Lender's name is herein  called  such  Lender's "Term
Loan B Pro Rata Share":

                              Term Loan B          Term Loan B
     LENDER                COMMITTED AMOUNT       PRO RATA SHARE

     Fleet                    $ 6,896,000              22.99%
     GE Capital               $11,552,000              38.51%
     NationsBank              $11,552,000              38.51%


     TOTAL LOAN B
     COMMITTED AMOUNT:        $30,000,000              100%

     The obligation of each Lender to make a Term Loan B is  several  and
is  limited  to  its Term Loan B Committed Amount, and such obligation of
each Lender is herein called its "Term Loan B Commitment".  The Term Loan
B Commitment of each  of  the Lenders are herein collectively referred to
as the "Term Loan B Commitments".  The Agent shall not be responsible for
the Term Loan B Commitment  of  any  Lender;  and  similarly, none of the
Lenders shall be responsible for the Term Loan B Commitment of any of the
other Lenders; the failure, however, of any Lender to  perform  its  Term
Loan  B  Commitment  shall  not relieve any of the other Lenders from the
performance of their respective Term Loan B Commitments.

               2.3.2          AMORTIZATION OF TERM LOANS B; THE TERM LOAN
                         B NOTES.

          The unpaid principal  balance  of the Term Loans B shall be due
and payable in quarterly installments of principal  on  each  Installment
Payment Date, each in the following amounts at the following times:

     DUE DATE                 AMOUNT

     December 31, 1997        $1,000,000
     April 1, 1998            $  500,000
     July 1, 1998             $1,000,000
     October 1, 1998          $2,500,000
     January 1, 1999          $2,500,000
     April 1, 1999            $2,500,000
     July 1, 1999             $2,500,000
     October 1, 1999          $2,500,000
     January 1, 1999          $2,500,000
     April 1, 2000            $2,500,000
     July 1, 2000             $2,500,000
     October 1, 2000          $2,500,000
     January 1, 2000          $2,500,000
     April 1, 2001            $2,500,000

          Unless  sooner  paid, the unpaid principal balance of the  Term
Loans B, together with interest  accrued and unpaid thereon, shall be due
and payable in full on March 1, 2001.

          The obligation of the Borrower  to  pay  the Term Loans B, with
interest,  shall be evidenced by a series of promissory  notes  (each  as
from time to  time extended, amended, restated, supplemented or otherwise
modified, the "Term  Loan  B  Note"  and  collectively,  the "Term Loan B
Notes").   Each  Term Loan B Note shall be dated as the date  hereof  and
shall be payable to  the  order  of a Lender at the times provided in the
Term Loan B Note, and shall be in  the  principal amount of such Lender's
Term Loan B Committed Amount.

               2.3.3 MANDATORY PREPAYMENTS  OF  TERM  LOAN B.  Subject to
the  provisions  of  Section 2.7.4 (Indemnity), the Borrower  shall  make
mandatory prepayments  (each  a  "Term  Loan  B Mandatory Prepayment" and
collectively the "Term Loan B Mandatory Prepayments") of the Term Loans B
to the Agent for the ratable benefit of the Lenders  annually.  Each Term
Loan  B Mandatory Prepayment shall be in the amount of  the  Excess  Cash
Flow for  the then preceding fiscal year and shall be payable on the date
the Borrower  shall  furnish to the Agent the annual financial statements
referred  to in Section  6.1.1  of  this  Agreement.   If,  however,  the
Borrower fails  to furnish such financial statements in any given year as
and when required,  the Borrower shall be required to pay the Term Loan B
Mandatory Prepayment  payable during such calendar year on the date which
is ninety (90) days after  the  close  of  the  Borrower's then preceding
fiscal year.  The Borrower shall pay to the Agent  on  the  date  of each
required  Term Loan B Mandatory Prepayment accrued interest to such  date
on the amount  prepaid.   Each  partial  Term Loan B Mandatory Prepayment
shall be applied as follows: (i) fifty percent (50%) to principal against
the principal installments of the Term Loans  B  in  the inverse order of
their  maturities  and (ii) fifty percent (50%) to all of  the  remaining
principal installments  due  on account of the Term Loans B on a pro rata
basis.  Notwithstanding anything  to  the  contrary contained herein, the
Borrower shall not be required to pay an Early  Termination  Fee  as  the
result of a Term Loan B Mandatory Prepayment.

               2.3.4       OPTIONAL PREPAYMENTS OF TERM LOANS B.  Subject
to the provisions of Section  2.7.4 (Indemnity), the Borrower may, at its
option, at any time and from time  to  time,  prepay (each a "Term Loan B
Optional  Prepayment"  and  collectively  the  "Term   Loan   B  Optional
Prepayments")  the  Term  Loans  B,  in  whole or in part, upon five  (5)
Business Days prior written notice, specifying  the  date  and  amount of
prepayment.  The amount to be so prepaid, together with interest  accrued
thereon  to  date of prepayment if the amount is intended as a prepayment
of the Term Loans  B in whole, shall be paid by the Borrower to the Agent
for the ratable benefit  of  the  Lenders  on the date specified for such
prepayment.  Partial Term Loan B Optional Prepayments shall be applied as
follows:  (i)  fifty  percent (50%) to principal  against  the  principal
installments of the Term Loans B in the inverse order of their maturities
and  (ii)  fifty  percent   (50%)  to  all  of  the  remaining  principal
installments due on account of the Term Loans B on a pro rata basis.

               2.3.5  TERM LOAN B FEES.

     The Borrower shall pay to  the  Agent for the ratable benefit of the
Lenders, a quarterly fee, in arrears commencing  with  the earlier of (i)
any  quarter  in  which an Event of Default existed or (ii)  the  quarter
ending September 30,  1998,  (collectively,  the  "Term  Loan B Fees" and
individually,  a "Term Loan B Fee"), in an amount to be determined  based
on the Pricing Ratio  and calculated on the average quarterly outstanding
balance of the Term Loans B during such quarterly period, as follows:

                                             Per annum Quarterly Term
Pricing Ratio                                       Loan B Fee

greater than or equal to 6.0 to 1.0                  37.5 b.p.

greater than or equal to 5.0 to 1.0, but              25 b.p.
less than 5.99 to 1.0

greater than or equal to 4.50 to 1.0, but            12.5 b.p.
less than 4.99 to 1.0

less than 4.50 to 1.0                                 0 b.p.


Each accrued and unpaid  Term Loan B Fee shall be paid by the Borrower to
the  Agent  at the time the  quarterly  statements  are  furnished  under
Section 6.1.1(c) below, in arrears, commencing September 30, 1998, and on
the maturity  date  of  the Term Loans B; provided, however, in the event
that the Borrower fails to deliver such financial statements to the Agent
as  and  when  required,  the  Agent  may  estimate,  in  its  reasonable
discretion and without waiving  any  Default  or  Event  of  Default, the
amount  of the Term Loan B Fee, which amount shall be due and payable  ON
DEMAND by the Agent.

     SECTION  2.4   THE LETTER OF CREDIT FACILITY.

               2.4.1       LETTERS  OF  CREDIT.   Subject to and upon the
provisions  of  this  Agreement,  and as a part of the  Revolving  Credit
Commitments, the Borrower may obtain  standby  or  commercial  letters of
credit  (as  the  same may from time to time be amended, supplemented  or
otherwise modified,  each  a  "Letter  of  Credit"  and  collectively the
"Letters  of Credit") from the Agent from time to time from  the  Closing
Date until  the  Business  Day preceding the Revolving Credit Termination
Date.  The Borrower will not  be  entitled  to  obtain a Letter of Credit
unless (a) the Borrower is then able to obtain a  Revolving Loan from the
Lenders  in  an amount not less than the proposed stated  amount  of  the
Letter of Credit  requested  by the Borrower, and (b) the sum of the then
Outstanding Letter of Credit Obligations  (including  the  amount  of the
requested  Letter  of  Credit)  does  not  exceed  Five  Million  Dollars
($5,000,000) (the "Letter of Credit Committed Amount").

               2.4.2      LETTER OF CREDIT FEES.

               (a)  The  Borrower  shall  pay  to  the Agent, for its own
account, an issuance fee of one-quarter of one percent  (1/4%)  per annum
of  the  stated  amount  of  the  Letter  of  Credit  without  regard for
provisions  contained in the Letters of Credit which may give rise  to  a
reduction in the stated amount thereof unless such reduction has actually
occurred (each  a  "Letter  of Credit Fronting Fee" and collectively, the
"Letter of Credit Fronting Fees").   The  Letter  of Credit Fronting Fees
shall  be paid upon the opening of each Letter of Credit  and  upon  each
anniversary  thereof, if any.  In addition, the Borrower shall pay to the
Agent  all  other   reasonable  and  customary  negotiation,  processing,
transfer or other fees  to  the  extent  and  as and when required by the
provisions  of  any Letter of Credit Agreement.   All  Letter  of  Credit
Fronting Fees and  all such other additional fees are included in and are
a part of the "Fees" payable by the Borrower under the provisions of this
Agreement and are for the sole and exclusive benefit of the Agent and are
a part of the Agent's Obligations.

               (b)  In  addition  and  in  connection with each Letter of
Credit, the Borrower shall pay to the Agent  for  the  ratable benefit of
the Lenders quarterly, in arrears, a letter of credit fee (each a "Letter
of Credit Fee" and collectively the "Letter of Credit Fees") in an amount
equal   to  one  hundred  seventy-five  (175)  basis  points  per   annum
(calculated  on  the  basis of actual number of days elapsed in a year of
360 days) of the stated  amount  of  each  such  Letter of Credit without
regard for provisions contained in the Letters of  Credit  which may give
rise  to  a reduction in the stated amount thereof unless such  reduction
has actually  occurred.  The accrued and unpaid portion of each Letter of
Credit Fee shall be paid by the Borrower to the Agent on the first day of
each February,  May,  August  and  November, commencing on the first such
date following the date hereof, and on the expiration or termination date
of the respective Letter of Credit.

               2.4.3          TERMS OF LETTERS OF CREDIT; POST-EXPIRATION
                         DATE LETTERS OF CREDIT.

     Each Letter of Credit shall (a)  be  opened  pursuant to a Letter of
Credit Agreement and (b) expire on a date not later than the Business Day
preceding  the Revolving Credit Termination Date; provided,  however,  if
any Letter of Credit does have an expiration date later than the Business
Day preceding  the  Revolving  Credit  Termination  Date  (each  a "Post-
Expiration  Date Letter of Credit" and collectively, the "Post-Expiration
Date Letters  of Credit"), effective as of the Business Day preceding the
Revolving Credit  Termination  Date  and  without  prior notice to or the
consent  of  the  Borrower,  the  Lenders shall make advances  under  the
Revolving Loan for the account of the  Borrower  in  the aggregate stated
amount  of  all  such  Letters  of  Credit.  The amount of each  Lender's
advance shall be equal to its Revolving  Credit  Pro  Rata  Share  of the
aggregate  stated  amount of all such Letters of Credit.  The Agent shall
deposit the proceeds  of  such  advances  into  one  or more non-interest
bearing  accounts with and in the name of the Agent and  over  which  the
Agent  alone   shall  have  exclusive  power  of  access  and  withdrawal
(collectively, the  "Letter  of  Credit  Cash  Collateral Account").  The
Letter of Credit Cash Collateral Account is to be  held by the Agent, for
the ratable benefit of the Lenders, as additional collateral and security
for any Letter of Credit Obligations relating to the Post-Expiration Date
Letters of Credit.  The Borrower hereby assigns, pledges, grants and sets
over  to  the  Agent,  for  the ratable benefit of the Lenders,  a  first
priority security interest in,  and  Lien on, all of the funds on deposit
in the Letter of Credit Cash Collateral  Account,  together  with any and
all  proceeds  (cash  and  non-cash)  and  products thereof as additional
collateral and security for the Letter of Credit  Obligations relating to
the  Post-Expiration  Date Letters of Credit.  The Borrower  acknowledges
and agrees that the Agent  shall be entitled to fund any draw or draft on
any Post-Expiration Date Letter  of  Credit from the monies on deposit in
the Letter of Credit Cash Collateral Account without notice to or consent
of the Borrower or any of the Lenders  so  long  as  the  drawing request
substantially  complied  with  the  requirements  of  any such Letter  of
Credit.   The Borrower further acknowledges and agrees that  the  Agent's
election to  fund any draw or draft on any Post-Expiration Date Letter of
Credit from the  Letter  of Credit Cash Collateral shall in no way limit,
impair,  lessen,  reduce,  release  or  otherwise  adversely  affect  the
Borrower's obligation to pay  any  unpaid  Letter  of  Credit Obligations
under or relating to the Post-Expiration Date Letters of Credit.  At such
time as all Post-Expiration Date Letters of Credit have  expired  and all
Letter of Credit Obligations relating to the Post-Expiration Date Letters
of Credit have been paid in full, the Agent agrees to apply the amount of
any  remaining  funds  on deposit in the Letter of Credit Cash Collateral
Account to the then unpaid balance of the Obligations under the Revolving
Credit Facility in such  order and manner as the Agent shall determine in
its reasonable discretion  in  accordance  with  the  provisions  of this
Agreement.

     Each  Letter  of  Credit  shall be issued for the sole purpose of  a
Permitted Use.  The aggregate stated  amount  of all Letters of Credit at
any  one  time  outstanding  and  issued  by the Agent  pursuant  to  the
provisions of this Agreement, including, without  limitation, any and all
Post-Expiration  Date Letters of Credit, plus the amount  of  any  unpaid
Letter of Credit Fees  and  Letter  of  Credit Fronting Fees accrued, and
less  the aggregate amount of all drafts issued  under  such  Letters  of
Credit  that have been paid by the Agent and for which the Agent has been
reimbursed by the Borrower in full in accordance with Section 2.3.5 below
and the Letter  of  Credit  Agreements,  and  for  which the Agent has no
further  obligation or commitment to restore all or any  portion  of  the
amounts drawn and reimbursed, is herein called the "Outstanding Letter of
Credit Obligations".

               2.4.4      PROCEDURES FOR LETTERS OF CREDIT.  The Borrower
shall give the Agent written notice at least five (5) Business Days prior
to the date  on which the Borrower desires the Agent to issue a Letter of
Credit.  Such  notice  shall  be accompanied by a duly executed Letter of
Credit  Agreement specifying, among  other  things:   (a)  the  name  and
address of  the  intended  beneficiary  of  the Letter of Credit, (b) the
requested stated amount of the Letter of Credit,  (c)  whether the Letter
of  Credit  is  to be revocable or irrevocable, (d) the Business  Day  on
which the Letter  of  Credit  is  to  be opened and the date on which the
Letter of Credit is to expire, (e) the  terms  of payment of any draft or
drafts which may be drawn under the Letter of Credit,  and  (f) any other
terms or provisions the Borrower desire to be contained in the  Letter of
Credit.  Such notice shall also be accompanied by such other information,
certificates,  confirmations, and other items as the Agent may reasonably
require to assure that the Letter of Credit is to be issued in accordance
with the provisions  of  this Agreement and a Letter of Credit Agreement.
In the event of any conflict between the provisions of this Agreement and
the provisions of a Letter  of  Credit  Agreement, the provisions of this
Agreement shall prevail and control unless  otherwise  expressly provided
in the Letter of Credit Agreement.  Upon (i) receipt of such notice, (ii)
payment of all Letter of Credit Fronting Fees and all other  Fees payable
in  connection  with  the  issuance  of such Letter of Credit, and  (iii)
receipt of a duly executed Letter of Credit  Agreement,  the  Agent shall
process such notice and Letter of Credit Agreement in accordance with its
customary  procedures and open such Letter of Credit on the Business  Day
specified in such notice.

               2.4.5       PAYMENTS  OF  LETTERS OF CREDIT.  The Borrower
hereby  promises  to pay to the Agent, ON DEMAND  and  in  United  States
Dollars, the following  which  are herein collectively referred to as the
"Current Letter of Credit Obligations":

          (a)  the amount which  the  Agent  has paid under each draft or
     draw on a Letter of Credit, whether such demand be in advance of the
     Agent's payment or for reimbursement for such payment;

          (b)   any and all reasonable charges  and  expenses  which  the
     Agent may pay  or incur relative to the Letter of Credit and/or such
     draws or drafts; and

          (c)  interest  on the amounts described in (a) and (b) not paid
     by the Borrower as and  when due and payable under the provisions of
     (a) and (b) above from the  day  the  same are due and payable until
     paid in full at a rate per annum equal  to  the then current highest
     rate of interest on the Revolving Loan.

     In addition, the Borrower hereby promises to  pay  any and all other
Letter  of Credit Obligations as and when due and payable  in  accordance
with  the   provisions  of  this  Agreement  and  the  Letter  of  Credit
Agreements.   The  obligation  of  the  Borrower to pay Current Letter of
Credit Obligations and all other Letter of  Credit  Obligations  shall be
absolute   and   unconditional   under  any  and  all  circumstances  and
irrespective of any setoff, counterclaim  or defense to payment which the
Borrower or any other account party may have  or  have  had  against  the
beneficiary  of  such Letter of Credit, the Agent, any of the Lenders, or
any other Person, including, without limitation, any defense based on the
failure of any draft  or  draw  to conform to the terms of such Letter of
Credit, any draft or other document  proving  to be forged, fraudulent or
invalid, or the legality, validity, regularity  or enforceability of such
Letter of Credit, any draft or other documents presented  with any draft,
any  Letter  of  Credit  Agreement,  this Agreement, or any of the  other
Financing Documents, all whether or not  the  Agent or any of the Lenders
had actual or constructive knowledge of the same, and irrespective of any
Collateral,  security  or  guarantee  therefor or right  of  offset  with
respect thereto and irrespective of any  other  circumstances  whatsoever
which  constitutes, or might be construed to constitute, an equitable  or
legal discharge  of the Borrower for any Letter of Credit Obligations, in
bankruptcy or otherwise;  PROVIDED,  HOWEVER, that the Borrower shall not
be obligated to reimburse the Agent for  any  wrongful payment under such
Letter of Credit made as a result of the Agent's  willful  misconduct  or
gross  negligence.   The  obligation of the Borrower to pay the Letter of
Credit  Obligations shall not  be  conditioned  or  contingent  upon  the
pursuit by  the  Agent  or  any  other Person at any time of any right or
remedy against any Person which may be or become liable in respect of all
or any part of such obligation or  against  any  Collateral,  security or
guarantee therefor or right of offset with respect thereto.

     The Letter of Credit Obligations shall continue to be effective,  or
be  reinstated,  as the case may be, if at any time payment of all or any
portion  of  the Letter  of  Credit  Obligations  is  rescinded  or  must
otherwise be restored or returned by the Agent or any of the Lenders upon
the insolvency, bankruptcy, dissolution, liquidation or reorganization of
any Person, or  upon  or  as  a  result of the appointment of a receiver,
intervenor, or conservator of, or  trustee  or  similar  officer for, any
Person, or any substantial part of such Person's property,  all as though
such payments had not been made.

     All payments by the Agent and the Lenders with respect to any of the
Current Letter of Credit Obligations shall be deemed to be advances under
the  Revolving  Loan  contemporaneously  as of the date any such  Current
Letter of Credit Obligations due and owing;  the  proceeds  of  each such
advance shall be used to pay Current Letter of Credit Obligations  in the
amount of such advance.

     SECTION  2.5   THE BOND LETTER OF CREDIT FACILITY.

               2.5.1       BOND  LETTERS  OF CREDIT.  Subject to and upon
the provisions of the Bond Letter of Credit  Agreements,  the  Agent  has
agreed  to  issue the Bond Letters of Credit for the period commencing on
the Closing Date and ending on the Revolving Credit Termination Date (the
"Bond Letter  of Credit Commitment").  The Agent shall have no obligation
or commitment to  issue  a  Bond Letter of Credit if the aggregate stated
amount of all Bond Letters of  Credit  then outstanding or proposed to be
issued exceeds Eighteen Million Eight Hundred  Fifty-Two Thousand Dollars
($18,852,000) (the "Bond Letter of Credit Committed Amount").

               2.5.2      BOND LETTER OF CREDIT FEES.

                    (a)  The Borrower shall pay to the Agent, for its own
account, an issuance fee of one-quarter of one percent  (1/4%)  per annum
of  the  stated amount of each Bond Letter of Credit, without regard  for
provisions  contained in the Bond Letter of Credit which may give rise to
a reduction in  the  stated  amount  thereof  unless  such  reduction has
actually  occurred  (each  a  "Bond  Letter  of Credit Fronting Fee"  and
collectively,  the  "Bond  Letter of Credit Fronting  Fees").   The  Bond
Letter of Credit Fronting Fees  shall  be  paid upon the issuance of each
Bond  Letter of Credit and upon each anniversary  thereof,  if  any.   In
addition,  the  Borrower  shall pay to the Agent all other reasonable and
customary negotiation, processing,  transfer  or other fees to the extent
and as and when required by the provisions of any  Bond  Letter of Credit
Agreement.   All Bond Letter of Credit Fronting Fees and all  such  other
additional fees  are  included in and are a part of the "Fees" payable by
the Borrower under the  provisions of this Agreement and are for the sole
and exclusive benefit of  the  Agent  and  are  a  part  of  the  Agent's
Obligations.

                    (b)  In  addition  and  in  connection with each Bond
Letter  of Credit, the Borrower shall pay to the Agent  for  the  ratable
benefit of  the  Lenders  quarterly,  in  arrears, a letter of credit fee
(each a "Bond Letter of Credit Fee" and collectively  the "Bond Letter of
Credit Fees") in an amount equal to one hundred seventy-five  (175) basis
points  per  annum  (calculated  on  the  basis  of actual number of days
elapsed in a year of 360 days) of the stated amount  of  each  such  Bond
Letter  of  Credit,  without  regard for provisions contained in the Bond
Letter of Credit which may give  rise to a reduction in the stated amount
thereof unless such reduction has  actually  occurred.   The  accrued and
unpaid  portion  of each Bond Letter of Credit Fee shall be paid  by  the
Borrower to the Agent,  for  the  ratable  benefit of the Lenders, on the
first day of each February, May, August and  November,  commencing on the
first  such  date  following  the  date hereof, and on the expiration  or
termination date of the respective Bond Letter of Credit.

               2.5.3      TERMS OF BOND LETTERS OF CREDIT.

     Each Bond Letter of Credit shall  (a)  be  issued pursuant to a Bond
Letter of Credit Agreement and (b) expire on a date  not  later  than the
Business  Day  preceding the Revolving Credit Termination Date; provided,
however, that (i)  the  initial Iowa Bond Letter of Credit - NB issued as
security for the Iowa Bond  Letter  of  Credit  and the Iowa Bond Standby
Credit Agreement shall expire on the expiry date  of the Iowa Bond Letter
of Credit and Iowa Bond Standby Credit Agreement, (ii) the initial Nevada
Bond Letter of Credit -NB issued as security for the  Nevada  Bond Letter
of  Credit  shall expire on the expiry date of the Nevada Bond Letter  of
Credit and (iii)  the  initial  South Carolina Bond Letter of Credit - NB
issued as security for the South  Carolina  Bond  Letter  of Credit shall
expire  on the expiry date of the South Carolina Bond Letter  of  Credit.
Each Bond  Letter  of  Credit  shall  be  issued  for the sole purpose of
providing  collateral  for the Iowa Bonds, the Nevada  Bonds,  the  South
Carolina Bonds, the Iowa Bond Letter of Credit, the Nevada Bond Letter of
Credit or the South Carolina  Bond  Letter  of  Credit  or  for any other
purposes  required  by  the  Nevada  Bonds,  the Iowa Bonds or the  South
Carolina  Bonds.   The aggregate stated amount of  all  Bond  Letters  of
Credit at any one time  outstanding  and  issued by the Agent pursuant to
the provisions of this Agreement, plus the  amount  of  any  unpaid  Bond
Letter of Credit Fees and Bond Letter of Credit Fronting Fees accrued  or
scheduled  to accrue thereon, and less the aggregate amount of all drafts
drawn under  or  purporting to have been drawn under such Bond Letters of
Credit that have been  paid by the Agent and for which the Agent has been
reimbursed by the Borrower in full in accordance with Section 2.5.5 below
and the Bond Letter of Credit  Agreements, and for which the Agent has no
further obligation or commitment  to  restore  all  or any portion of the
amounts  drawn  and  reimbursed,  is herein called the "Outstanding  Bond
Letter of Credit Obligations".

               2.5.4      PROCEDURES  FOR  BOND  LETTERS  OF CREDIT.  The
Borrower shall give the Agent written notice at least five  (5)  Business
Days prior to the date on which the Borrower desires the Agent to issue a
Bond  Letter  of  Credit.   Such  notice  shall  be accompanied by a duly
executed Bond Letter of Credit Agreement specifying,  among other things:
(a) the name and address of the intended beneficiary of  the  Bond Letter
of Credit, (b) the requested stated amount of the Bond Letter of  Credit,
(c)  that  the  Bond  Letter  of  Credit  is  to be  irrevocable, (d) the
Business Day on which the Bond Letter of Credit  is  to be issued and the
date on which the Bond Letter of Credit is to expire,  (e)  the  terms of
payment  of  any draft or drafts which may be drawn under the Bond Letter
of Credit, and  (f)  any other terms or provisions the Borrower desire to
be contained in the Bond  Letter  of  Credit.   Such notice shall also be
accompanied by such other information, certificates,  confirmations,  and
other  items  as the Agent may reasonably require to assure that the Bond
Letter of Credit  is  to  be  issued in accordance with the provisions of
this Agreement and a Bond Letter  of  Credit  Agreement.  In the event of
any conflict between the provisions of this Agreement  and the provisions
of  a Bond Letter of Credit Agreement, the provisions of  this  Agreement
shall prevail and control unless otherwise expressly provided in the Bond
Letter  of  Credit  Agreement.   Upon  (i)  receipt  of such notice, (ii)
payment  of all Bond Letter of Credit Fronting Fees and  all  other  Fees
payable in  connection  with  the issuance of such Bond Letter of Credit,
and (iii) receipt of a duly executed Bond Letter of Credit Agreement, the
Agent shall process such notice  and  Bond  Letter of Credit Agreement in
accordance with its customary procedures and  issue  such  Bond Letter of
Credit  on  the  Business  Day  specified  in  such  notice,  subject  to
compliance  by  all parties with the requirements of the Iowa Bond  Trust
Agreement, the Nevada  Bond  Trust  Agreement and the South Carolina Bond
Trust Agreement, pertaining to the replacement  of credit enhancement and
liquidity facilities relating to the Iowa Bonds,  the  Nevada  Bonds, and
the South Carolina Bonds, respectively.

               2.5.5      PAYMENTS OF BOND LETTERS OF CREDIT.

                    (a)  Subject  to  the  provisions  of  paragraph  (b)
below, the Borrower hereby promises to pay to the Agent, ON DEMAND and in
United  States  Dollars,  the  following  which  are  herein collectively
referred to as the "Current Bond Letter of Credit Obligations":

          (i)  the amount which the Agent has paid under  each  draft  or
     draw  on  a Bond Letter of Credit, whether such demand be in advance
     of the Agent's payment or for reimbursement for such payment;

          (ii)   any  and  all  reasonable charges and expenses which the
     Agent may pay or incur relative  to the Bond Letter of Credit and/or
     such draws or drafts; and

          (iii)  interest on the amounts  described  in  (i) and (ii) not
     paid  by  the  Borrower  as  and  when  due  and  payable under  the
     provisions of (i) and (ii) above from the day the same  are  due and
     payable  until  paid  in  full at a rate per annum equal to the then
     current highest rate of interest on the Revolving Loan.

                    (b)  Notwithstanding  the provisions of paragraph (a)
above, as long as no Event of Default has occurred, any drawing under the
Iowa Bond Letter of Credit - NB to redeem Iowa  Bonds  purchased  with  a
drawing  under  the Iowa Bond Standby Credit Agreement, any drawing under
the Nevada Bond Letter  of  Credit - NB to purchase Nevada Bonds, and any
drawing under the South Carolina  Bond  Letter of Credit - NB to purchase
South Carolina Bonds, in each case relating  to Bonds which were tendered
for purchase by the holders thereof and which  were  not  remarketed in a
timely  fashion (each referred to herein as a "Conversion Drawing"),  are
not required  to  be reimbursed to the Agent ON DEMAND; provided that BIC
or the Borrower, as  appropriate,  make payments of interest to the Agent
at the rates, at the times and otherwise  subject  to  the provisions for
interest on the Loans under Section 2.7, and the principal amount of each
such  Conversion Drawing is repaid in equal quarterly payments  (i)  over
the remaining  term  to expiry of the Bond Letter of Credit Facility with
respect to the Nevada  Bond  Letter  of  Credit  -  NB  and/or  the South
Carolina  Bond  Letter of Credit - NB and (ii) over a period of ten  (10)
years with respect  to the Iowa Bond Letter of Credit - NB; final payment
of all outstanding amounts relating to the Nevada Bond Letter of Credit -
NB and/or the South Carolina  Bond  Letter  of  Credit - NB to be made no
later than expiry of the Bond Letter of Credit Facility  or the Revolving
Credit Termination Date, whichever is earlier, and final payment  of  all
outstanding amounts relating to the Iowa Bond Letter of Credit - NB to be
made no later than the date which is ten (10) years after the date of any
Conversion  Drawing  under  the  Iowa  Bond  Letter of Credit - NB or the
Revolving Credit Termination Date, whichever is  earlier.   In  addition,
the  Agent  and the Lenders agree that in the event the Iowa Bond Trustee
draws on the  Iowa  Bond  Letter  of  Credit on or about the business day
preceding  the expiration or termination  of  the  Iowa  Bond  Letter  of
Credit, as contemplated  by  Section 505 of the Iowa Bond Trust Agreement
(the "Draw"), the Iowa Bond Letter  of  Credit Obligations resulting from
the Draw, shall not be payable ON DEMAND  as  would otherwise be required
by  this  Section  2.5.5, but shall be repaid by the  Borrower  in  equal
consecutive quarterly  installments  over  a  period  of  ten (10) years,
commencing  with the first day following the first full quarterly  period
after the Draw  and  continuing on the first day of each quarterly period
thereafter (the "Amortizing  Iowa  Bond  Letter  of Credit Obligations");
provided, that (i) there does not exist a Default or an Event of Default,
(ii)  the Draw is not the result of an acceleration  of  the  Iowa  Bonds
pursuant  to  Section 1102 of the Iowa Bond Trust Agreement and (iii) the
Draw  is  not the  result  of  the  occurrence  of  a  "Determination  of
Taxability"  (as  defined  in  the  Iowa Bond Trust Agreement).  Interest
shall be payable on the Amortizing Iowa Bond Letter of Credit Obligations
to the Agent at the rates, at the times  and  otherwise  subject  to  the
provisions  for  interest  on  the  Loans under Section 2.7, with a final
payment of all outstanding amounts relating  to  the  Iowa Bond Letter of
Credit  - NB to be made no later than the date which is  ten  (10)  years
after the  date  of  the  Draw  or the Revolving Credit Termination Date,
whichever is earlier.

In the event that any of the payments  required by this paragraph (b) are
not made when due or an Event of Default  occurs,  all  of  the foregoing
amounts shall be immediately due and payable ON DEMAND.

                    (c)  In addition, the Borrower hereby promises to pay
any and all other Bond Letter of Credit Obligations as and when  due  and
payable  in accordance with the provisions of this Agreement and the Bond
Letter of  Credit  Agreements.   The  obligation  of  the Borrower to pay
Current Bond Letter of Credit Obligations and all other  Bond  Letter  of
Credit  Obligations shall be absolute and unconditional under any and all
circumstances  and irrespective of any setoff, counterclaim or defense to
payment which the  Borrower  or  any other account party may have or have
had against the beneficiary of such Bond Letter of Credit, the Agent, any
of the Lenders, or any other Person,  including,  without limitation, any
defense based on the failure of any draft or draw to conform to the terms
of such Bond Letter of Credit, any draft or other document  proving to be
forged,  fraudulent or invalid, or the legality, validity, regularity  or
enforceability  of  such  Bond  Letter  of  Credit,  any  draft  or other
documents  presented with any draft, any Bond Letter of Credit Agreement,
this Agreement,  any of the Bond Letter of Credit Agreement Documents, or
any of the other Financing Documents, all whether or not the Agent or any
of the Lenders had  actual  or  constructive  knowledge  of the same, and
irrespective of any Collateral, security or guarantee therefor  or  right
of   offset   with   respect   thereto  and  irrespective  of  any  other
circumstances whatsoever which constitutes,  or  might  be  construed  to
constitute,  an equitable or legal discharge of the Borrower for any Bond
Letter of Credit  Obligations,  in  bankruptcy  or  otherwise;  PROVIDED,
HOWEVER, that the Borrower shall not be obligated to reimburse the  Agent
for  any  wrongful  payment  under  such  Bond Letter of Credit made as a
result  of  the  Agent's  willful misconduct or  gross  negligence.   The
obligation of the Borrower  to  pay the Bond Letter of Credit Obligations
shall not be conditioned or contingent  upon  the pursuit by the Agent or
any other Person at any time of any right or remedy  against  any  Person
which  may  be  or  become  liable  in respect of all or any part of such
obligation or against any Collateral,  security  or guarantee therefor or
right of offset with respect thereto.

     The  Bond  Letter  of  Credit  Obligations  shall  continue   to  be
effective,  or  be reinstated, as the case may be, if at any time payment
of all or any portion  of  the  Bond  Letter  of  Credit  Obligations  is
rescinded  or  must otherwise be restored or returned by the Agent or any
of the Lenders upon  the insolvency, bankruptcy, dissolution, liquidation
or  reorganization  of any  Person,  or  upon  or  as  a  result  of  the
appointment of a receiver,  intervenor,  or conservator of, or trustee or
similar officer for, any Person, or any substantial part of such Person's
property, all as though such payments had not been made.

     SECTION  2.6   GENERAL LETTER OF CREDIT PROVISIONS.

               2.6.1          PROCEDURES FOR  LETTERS  OF CREDIT AND BOND
                         LETTERS OF CREDIT.

     If any change after the Closing Date in any law or  regulation or in
the  interpretation thereof by any court or other Governmental  Authority
charged  with  the administration thereof shall either (a) impose, modify
or deem applicable  any  reserve,  special deposit or similar requirement
against Letters of Credit or Bond Letters  of Credit issued by the Agent,
or  (b)  impose on the Agent or any of the Lenders  any  other  condition
regarding  this  Agreement,  any  Letter  of Credit or any Bond Letter of
Credit, and the result of any event referred  to  in  clauses  (a) or (b)
above  shall be to increase the cost to the Agent of issuing, maintaining
or extending  the  Letter  of  Credit or the Bond Letter of Credit or the
cost  to  any  of  the Lenders of funding  any  obligation  under  or  in
connection with the  Letter of Credit or the Bond Letter of Credit (which
increase in cost shall be the result of the Agent's reasonable allocation
of the aggregate of such  cost  increases  resulting  from  such events),
then, upon demand by the Agent, the Borrower shall immediately pay to the
Agent  from  time  to time as specified by the Agent, additional  amounts
which shall be sufficient  to  compensate  the  Agent and the Lenders for
such increased cost, together with interest on each  such amount from the
date demanded until payment in full thereof at a rate  per annum equal to
the  then  highest  current  rate of interest on the Revolving  Loan.   A
certificate as to such increased cost incurred by the Agent and/or any of
the Lenders, submitted by the Agent to the Borrower, shall be conclusive,
absent manifest error.

               2.6.2       GENERAL  LETTER  OF  CREDIT  PROVISIONS.   The
Borrower  hereby  instructs the Agent to pay any draft complying with the
terms of any Letter  of  Credit or any Bond Letter of Credit irrespective
of any instructions of the Borrower to the contrary.  The Borrower assume
all risks of the acts and omissions of the beneficiary and other users of
any Letter of Credit or any  Bond  Letter  of  Credit.   The  Agent,  the
Lenders  and  their respective branches, Affiliates and/or correspondents
shall not be responsible  for  and  the  Borrower  hereby indemnifies and
holds  the  Agent, the Lenders and their respective branches,  Affiliates
and/or correspondents  harmless  from and against all liability, loss and
expense (including reasonable attorney's  fees and costs) incurred by the
Agent, the Lenders and/or their respective  branches,  Affiliates  and/or
correspondents relative to and/or as a consequence of (a) any failure  by
the  Borrower to perform the agreements hereunder and under any Letter of
Credit  Agreement  or  under any Bond Letter of Credit Agreement, (b) any
Letter of Credit Agreement,  any  Bond  Letter  of Credit Agreement, this
Agreement, any Letter of Credit, any Bond Letter of Credit and any draft,
draw  and/or  acceptance  under or purported to be under  any  Letter  of
Credit or any Bond Letter of  Credit,  (c) any action taken or omitted by
the Agent, any of the Lenders and/or any  of  their  respective branches,
Affiliates  and/or correspondents at the request of the  Borrower,  other
than acts of  willful misconduct and gross negligence, (d) any failure or
inability to perform in accordance with the terms of any Letter of Credit
or any Bond Letter  of  Credit  by  reason  of any control or restriction
rightfully  or  wrongfully  exercised  by  any  DE   FACTO   or  DE  JURE
Governmental  Authority,  group  or  individual  asserting  or exercising
governmental  or  paramount  powers, and/or (e) any consequences  arising
from causes beyond the control  of  the  Agent, any of the Lenders and/or
any of their respective branches, Affiliates and/or correspondents.

          Except for willful misconduct and  gross negligence, the Agent,
the   Lenders   and   their   respective   branches,  Affiliates   and/or
correspondents, shall not be liable or responsible in any respect for any
(a) error, omission, interruption or delay in  transmission,  dispatch or
delivery  of  any one or more messages or advices in connection with  any
Letter of Credit  or  any  Bond  Letter of Credit, whether transmitted by
cable, telegraph, mail or otherwise  and despite any cipher or code which
may be employed, and/or (b) action, inaction  or  omission  which  may be
taken or suffered by it or them in good faith or through inadvertence  in
identifying  or  failing  to  identify  any  beneficiary  or otherwise in
connection with any Letter of Credit or any Bond Letter of Credit.

          Any  Letter  of  Credit  or  any Bond Letter of Credit  may  be
amended, modified or revoked only upon the  receipt by the Agent from the
Borrower and the beneficiary (including any transferee and/or assignee of
the original beneficiary), of a written consent and request therefor.

          If any Laws, order of court and/or  ruling or regulation of any
Governmental Authority of the United States (or any state thereof) and/or
any country other than the United States permits  a  beneficiary  under a
Letter  of  Credit  or  a Bond Letter of Credit to require the Agent, the
Lenders  and/or  any  of their  respective  branches,  Affiliates  and/or
correspondents to pay drafts  under or purporting to be under a Letter of
Credit or a Bond Letter of Credit after the expiration date of the Letter
of Credit or the Bond Letter of  Credit, respectively, the Borrower shall
reimburse the Agent and the Lenders, as appropriate, for any such payment
pursuant to provisions of Section 2.4.5 or 2.5.5, as appropriate.

          Except as may otherwise be specifically provided in a Letter of
Credit, a Bond Letter of Credit, a  Letter  of Credit Agreement or a Bond
Letter of Credit Agreement, the laws of the State  of  Maryland  and  the
Uniform  Customs  and  Practice  for  Documentary Credits, 1995 Revision,
International Chamber of Commerce Publication  No.  500  shall govern the
Letters  of  Credit  and  the  Bond Letters of Credit.  The Laws,  rules,
provisions  and  regulations of the  Uniform  Customs  and  Practice  for
Documentary Credits  are  hereby incorporated by reference.  In the event
of a conflict between the Uniform  Customs  and  Practice for Documentary
Credits and the laws of the State of Maryland, the  Uniform  Customs  and
Practice for Documentary Credits shall prevail.

               2.6.3          PARTICIPATIONS IN THE LETTERS OF CREDIT AND
                         THE BOND LETTERS OF CREDIT.

     Each Lender hereby irrevocably authorizes the Agent to issue Letters
of  Credit  and  the  Bond  Letters  of  Credit  in  accordance  with the
provisions  of  this Agreement.  As of the date each Letter of Credit  or
each Bond Letter  of  Credit is opened or issued by the Agent pursuant to
the provisions of this  Agreement,  each  Lender  shall have an undivided
participating  interest in (i) the rights and obligations  of  the  Agent
under each such Letter of Credit and each such Bond Letter of Credit, and
(ii) the Outstanding  Letter  of  Credit  Obligations and the Outstanding
Bond Letter of Credit Obligations of the Borrower  with  respect  to such
Letter  of Credit and Bond Letter of Credit, as appropriate, in an amount
equal to  each  Lender's  Pro  Rata  Share  of such Outstanding Letter of
Credit Obligations and Outstanding Bond Letter of Credit Obligations.

               2.6.4      PAYMENTS BY THE LENDERS  TO  THE  AGENT. If the
Borrower  fails  to  pay  to  the  Agent  any  Current  Letter  of Credit
Obligations or any Current Bond Letter of Credit Obligations as and  when
due  and payable, the Agent shall promptly notify each of the Lenders and
shall  demand  payment  from  each of the Lenders such Lender's Revolving
Credit Pro Rata Share of such unpaid Current Letter of Credit Obligations
and unpaid Current Bond Letter of Credit Obligations, as appropriate.  In
addition, if any amount paid to the Agent on account of Current Letter of
Credit Obligations or any Current  Bond  Letter  of Credit Obligations is
rescinded or required to be restored or turned over by the Agent upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of the
Borrower  or  upon  or  as  a result of the appointment  of  a  receiver,
intervenor, trustee, conservator  or similar officer for the Borrower, or
is otherwise not indefeasibly covered  by  an advance under the Revolving
Loan,  the  Agent shall promptly notify each of  the  Lenders  and  shall
demand payment  from each of the Lenders of its Revolving Credit Pro Rata
Share of its portion  of  the Current Letter of Credit Obligations and/or
Current Bond Letter of Credit Obligations to be remitted to the Borrower.

          Each of the Lenders  irrevocably  and unconditionally agrees to
honor any such demands for payment under this Section and promises to pay
to the Agent's account on the same Business Day as demanded the amount of
its  Revolving  Credit  Pro Rata Share of the Current  Letter  of  Credit
Obligations  and  Current  Bond   Letter   of   Credit   Obligations,  as
appropriate,   in   immediately  available  funds,  without  any  setoff,
counterclaim or deduction of any kind.  Any payment by a Lender hereunder
shall in no way release,  discharge  or  lessen  the  obligation  of  the
Borrower  to  pay  Current Letter of Credit Obligations or to pay Current
Bond Letter of Credit  Obligations  to  the  Agent in accordance with the
provisions of this Agreement.

          The obligation of each of the Lenders  to  remit the amounts of
its  Revolving  Credit  Pro  Rata  Share  of  Current  Letter  of  Credit
Obligations and Current Bond Letter of Credit Obligations for the account
of  the  Agent  pursuant  to  this  Section  shall  be unconditional  and
irrevocable  under any and all circumstances and may not  be  terminated,
suspended  or delayed  for  any  reason  whatsoever,  provided  that  all
payments of  such  amounts  by  each  of  the  Lenders  shall  be without
prejudice  to  the  rights  of  each  of  the Lenders with respect to the
Agent's  alleged  willful  misconduct.  Any claim  any  Lender  may  have
against the Agent as a result  of  the Agent's alleged willful misconduct
may be brought by such Lender in a separate  action against the Agent but
may  not be used as a defense to payment under  the  provisions  of  this
Section.

          No  failure  of any Lender to remit the amount of its Revolving
Credit Pro Rata Share of  Current  Letter  of  Credit  Obligations and/or
Current Bond Letter of Credit Obligations to the Agent pursuant  to  this
Section  shall  affect  the  obligations of the Agent under any Letter of
Credit or under any Bond Letter  of  Credit,  and  if any Lender does not
remit to the Agent the amount of its Revolving Credit  Pro  Rata Share of
Current Letter of Credit Obligations and/or Current Bond Letter of Credit
Obligations  on  the  same  day  as demanded, then without limiting  such
Lender's  obligation  to transmit funds  on  the  same  Business  Day  as
demanded, such Lender shall  be  obligated to pay, on demand of the Agent
and without setoff, counterclaim or  deduction  of  any  kind  whatsoever
interest on the unpaid amount at the Federal Funds Rate for each day from
the date such amount shall be due and payable to the Agent until the date
such amount shall have been paid in full to the Agent by such Lender.

     No  Lender  shall  have  any  obligation  to  pay  to the Agent such
Lender's  Pro  Rata Share of unpaid Current Letter of Credit  Obligations
and/or unpaid Current  Bond Letter of Credit Obligations, if the Borrower
shall not be obligated to  reimburse  the  Agent  for such unpaid Current
Letter of Credit Obligations and/or unpaid Current  Bond Letter of Credit
Obligations, respectively, because of the Agent's wrongful  payment  of a
Letter  of  Credit  and/or  Bond Letter of Credit made as a result of the
Agent's willful misconduct or gross negligence.

     SECTION 2.7 INTEREST.

               2.7.1     APPLICABLE INTEREST RATES.

                    (a)  Each  Loan  shall  bear  interest until maturity
(whether by acceleration, declaration, extension or  otherwise) at either
the Alternate Base Rate or the LIBOR Rate, as selected  and  specified by
the Borrower in an Interest Rate Election Notice furnished to  the  Agent
in  accordance  with  the provisions of Section 2.7.2(e), or as otherwise
determined in accordance  with the provisions of this Section 2.7, and as
may be adjusted from time to  time  in  accordance with the provisions of
Section 2.7.3.

                    (b)  Notwithstanding  the  foregoing,  following  the
occurrence  and  during  the  continuance  of an Event of Default, at the
option  of  the  Agent, all Loans and all other  Obligations  shall  bear
interest at the Post-Default Rate.

                    (c)  The  Applicable Margin for (i) LIBOR Loans shall
be two hundred (200) basis points  per  annum,  and  (ii) Base Rate Loans
shall be fifty (50) basis points per annum unless and  until  a change is
required by the operation of Section 2.7.1(d).
                    (d)  Subsequent   to   the  Agent's  receipt  of  the
Borrower's quarterly financial statements for  the period ending June 30,
1998 to be furnished to the Agent pursuant to Section  6.1.1(c)  of  this
Agreement,  changes  in  the  Applicable Margin may be made, but not more
frequently than one such change  per  quarter  based  on  the  Borrower's
Pricing Ratio, tested as of the end of each fiscal quarter and the end of
each  fiscal  year,  determined  by  the  Agent  based  on the annual and
quarterly financial statements required by Section 6.1.1  (a) and (c), as
appropriate.  Any change in the Applicable Margin shall be  effective  as
of  the  test  date of the Pricing Ratio, as appropriate.  The Applicable
Margin  shall vary  depending  upon  the  Borrower's  Pricing  Ratio,  as
follows:

<TABLE>
<CAPTION>
                                             Applicable Margin for        Applicable Margin for
Pricing Ratio                                     LIBOR Loans                Base Rate Loans
<S>                                       <C>                         <C>
greater than or equal to 5.5 to 1.0                250 b.p.                     100 b.p.
greater than or equal to 5.0 to 1.0, but            225 b.p.                     75 b.p.
less than 5.5 to 1.0
greater than or equal to 3.5 to 1.0, but           200 b.p.                      50 b.p.
less than 5.0 to 1.0
greater than or equal to 2.75 to 1.0, but          175 b.p.                      25 b.p.
less than 3.5 to 1.0
less than 2.75 to 1.0                              150 b.p.                      0 b.p.
</TABLE>

               2.7.2     SELECTION OF INTEREST RATES.

                    (a)  The  Borrower  may select the initial Applicable
Interest Rate or Applicable Interest Rates to be charged on the Loans.

                    (b)  From  time  to  time  after  the  date  of  this
Agreement as provided in this Section, by  a  proper  and timely Interest
Rate  Election  Notice  furnished  to  the Agent in accordance  with  the
provisions  of  Section  2.7.2(e), the Borrower  may  select  an  initial
Applicable Interest Rate or  Applicable  Interest  Rates for any Loans or
may  convert  the  Applicable  Interest  Rate  and, when applicable,  the
Interest Period, for any existing Loan to any other  Applicable  Interest
Rate or, when applicable, any other Interest Period.

                    (c)  The   Borrower's   selection  of  an  Applicable
Interest  Rate  and/or  an Interest Period, the  Borrower's  election  to
convert an Applicable Interest  Rate and/or an Interest Period to another
Applicable Interest Rate or Interest Period, and any other adjustments in
an interest rate are subject to the following limitations:

                         (i) the Borrower shall not at any time select or
     change  to an Interest Period  that  extends  beyond  the  Revolving
     Credit Termination  Date in the case of the Revolving Loan or beyond
     the scheduled maturity  of  the  Term  Loan  in the case of the Term
     Loan,

                         (ii)  no  change  from  the LIBOR  Rate  to  the
     Alternate Base Rate shall become effective on  a  day  other  than a
     Business  Day  and  so  long as the Lenders receive any compensation
     payable pursuant to Section 2.7.4, on a day which is the last day of
     the then current Interest  Period,  no  change of an Interest Period
     shall become effective on a day other than  the last day of the then
     current Interest Period, and no change from the  Alternate Base Rate
     to the LIBOR Rate shall become effective on a day  other  than a day
     which is a Eurodollar Business Day.

                         (iii)   any Applicable Interest Rate change  for
     any Loan to be effective on a date on which any principal payment on
     account of such Loan is scheduled  to  be  paid  shall  be made only
     after such payment shall have been made,

                         (iv)  no  more  than  three (3) different  LIBOR
     Rates  may be outstanding at any time and from  time  to  time  with
     respect to the Revolving Loan,

                         (v)  no  more than two (2) different LIBOR Rates
     may be outstanding at any time and from time to time with respect to
     the Term Loan,

                         (vi) the first day of each Interest Period shall
     be a Eurodollar Business Day,

                         (vii) as of  the  effective date of a selection,
     there shall not exist a Default or an Event of Default, and

                         (viii) the minimum  principal  amount of a LIBOR
     Loan shall be One Million Dollars ($1,000,000).

                    (d)  If a request for an advance under  the  Loans is
not accompanied by an Interest Rate Election Notice or does not otherwise
include a selection of an Applicable Interest Rate and, if applicable, an
Interest  Period,  or  if, after having made a selection of an Applicable
Interest Rate and, if applicable,  an Interest Period, the Borrower fails
or is not otherwise entitled under the  provisions  of  this Agreement to
continue such Applicable Interest Rate or Interest Period,  the  Borrower
shall  be  deemed  to  have  selected  the  Alternate  Base  Rate  as the
Applicable  Interest  Rate  until  such  time  as the Borrower shall have
selected a different Applicable Interest Rate and  specified  an Interest
Period  in  accordance  with,  and  subject  to,  the  provisions of this
Section.

                    (e)  The Lenders will not be obligated to make Loans,
to  convert  the  Applicable  Interest Rate on Loans to another  Interest
Rate, or to change Interest Periods, unless the Agent shall have received
an irrevocable written or telephonic  notice  (an "Interest Rate Election
Notice") from the Borrower specifying the following information:

                         (i) the amount to be borrowed or converted,

                         (ii) a selection of the  Alternate  Base Rate or
     the LIBOR Rate,

                         (iii) the length of the Interest Period  if  the
     Applicable Interest Rate selected is the LIBOR Rate, and

                         (iv)  the  requested date on which such election
     is to be effective.

Any  telephonic notice must be confirmed  in  writing  within  three  (3)
Business  Days.   Each  Interest Rate Election Notice must be received by
the Agent not later than 10:00 a.m. (Baltimore City Time) on the Business
Day of any requested borrowing  or  conversion in the case of a selection
of the Alternate Base Rate and not later  than 10:00 a.m. (Baltimore City
Time)  on  the  third  Business  Day before the  effective  date  of  any
requested borrowing or conversion in the case of a selection of the LIBOR
Rate.

               2.7.3     INABILITY TO DETERMINE LIBOR BASE RATE.
In the event that (i) the Agent shall  have determined that, by reason of
circumstances affecting the London interbank  eurodollar market, adequate
and reasonable means do not exist for ascertaining  the  LIBOR  Base Rate
for  any  requested  Interest  Period with respect to a Loan the Borrower
shall have requested to be made  or  to  be  converted to a LIBOR Loan or
(ii) the Agent shall determine that the LIBOR Base Rate for any requested
Interest Period with respect to a Loan the Borrower  shall have requested
to  be  made or to be converted to a LIBOR Loan does not  adequately  and
fairly reflect  the  cost  to  the  Lenders of funding or converting such
Loan,  the  Agent  shall  give  telephonic  or  written  notice  of  such
determination to the Borrower at  least one (1) day prior to the proposed
date for funding or converting such  Loan.   If such notice is given, any
request for a LIBOR Loan shall be made or converted  to  a Alternate Base
Rate  Loan.   Until  such  notice  has  been withdrawn by the Agent,  the
Borrower will not request that any Loan be  made  or converted to a LIBOR
Loan.

               2.7.4     INDEMNITY.  The Borrower agrees to indemnify and
reimburse  the Lenders and to hold the Lenders harmless  from  any  loss,
cost (including administrative costs) or expense which any one or more of
the Agent or  the  Lenders may sustain or incur as a consequence of (a) a
default by the Borrower in payment when due of the principal amount of or
interest on any LIBOR  Loan,  (b) the failure of the Borrower to make, or
convert the Applicable Interest  Rate of, a LIBOR Loan after the Borrower
has given a Loan Notice or an Interest  Rate  Election  Notice,  (c)  the
failure  of the Borrower to make any prepayment of a LIBOR Loan after the
Borrower have  given  notice of such intention to make such a prepayment,
and/or (d) the making by  the Borrower of a prepayment of a LIBOR Loan on
a day which is not the last  day  of  the  Interest Period for such LIBOR
Loan,  calculated  as  provided  in the following  paragraph,  including,
without  limitation,  any  such  loss   or   expense   arising  from  the
reemployment of funds obtained by the Agent and/or any of  the Lenders to
maintain  any  LIBOR Loan or from fees payable to terminate the  deposits
from which such  funds were obtained.  This agreement and covenant of the
Borrower shall survive  termination  or  expiration of this Agreement and
payment of the other Obligations.

               Contemporaneously with any  prepayment  of  principal of a
LIBOR Loan, a prepayment fee shall be due and payable to the  Lenders  in
an  amount  equal  to any loss or expense (other than loss of anticipated
profits) arising from the reemployment of funds obtained by any Lender to
fund or maintain any  LIBOR  Loan  or  from fees payable to terminate the
deposits from which such funds were obtained.   The  Agent and the Lender
shall not be obligated to accept any prepayment of principal unless it is
accompanied by the prepayment fee, if any, due in connection therewith as
calculated pursuant to the provisions of this paragraph.   No  prepayment
fee  payable  in  connection  herewith  shall  in  any event or under any
circumstances be deemed or construed as a penalty.

               2.7.5     PAYMENT OF INTEREST.

                    (a)  Unpaid and accrued interest  on  any  Base  Rate
Loan shall be paid monthly, in arrears, on the first day of each calendar
month,  commencing  on  the  first  such  date  after  the  date  of this
Agreement, and on the first day of each calendar month thereafter, and at
maturity (whether by acceleration, declaration, extension or otherwise).

                    (b)  Notwithstanding   the  foregoing,  any  and  all
unpaid and accrued interest on any Base Rate  Loan  converted  to a LIBOR
Loan  or  prepaid  shall  be paid immediately upon such conversion and/or
prepayment, as appropriate.

                    (c)  Unpaid  and  accrued  interest on any LIBOR Loan
shall  be paid monthly, in arrears, on the first  day  of  each  calendar
month, commencing  on  the  first  such  date  after  the  date  of  this
Agreement, and on the first day of each calendar month thereafter, and at
maturity  (whether by acceleration, declaration, extension or otherwise).
Notwithstanding  anything  to  the  contrary  contained herein, the Agent
agrees that the Borrower shall have no obligation  to  make  any  payment
pursuant  to  the  provisions  of Section 2.7.4 resulting solely from the
payment of accrued interest on a  date  other than the expiration date of
an Interest Period.

     SECTION 2.8    GENERAL FINANCING PROVISIONS.

               2.8.1     BORROWER'S REPRESENTATIVES.

                    (a)  The Borrower hereby  represents  and warrants to
the Agent and the Lenders that the Borrower and each Subsidiary Guarantor
will  derive  benefits,  directly  and  indirectly,  from each Letter  of
Credit, from each Bond Letter of Credit and from each Loan, both in their
separate capacity and as a member of the integrated group  to  which  the
Borrower  and  each  Subsidiary  Guarantor  belongs  and  because (i) the
successful  operation  of  the  integrated  group  is dependent upon  the
continued successful performance of the functions of the integrated group
as a whole, (ii) this financing enabled the PackerWare Merger Transaction
and is enabling the Venture Stock Purchase/Merger Transaction,  (iii) the
terms  of  the  consolidated financing provided under this Agreement  are
more favorable than  would  otherwise would be obtainable by the Borrower
and  any  Subsidiary Guarantor  individually,  and  (iv)  the  Borrower's
additional   administrative  and  other  costs  and  reduced  flexibility
associated with  individual  financing arrangements which would otherwise
be required if obtainable would  substantially  reduce  the  value to the
Borrower of such financings.

                    (b)  The Borrower hereby irrevocably authorizes  each
of  the  Lenders  to  make  Loans to the Borrower, and hereby irrevocably
authorizes the Agent to issue  Letters  of  Credit  and  Bond  Letters of
Credit  for  the  account of the Borrower, pursuant to the provisions  of
this Agreement upon  the written, oral or telephone request of any one of
the Persons who is from  time  to  time  a  Responsible  Officer  of  the
Borrower under the provisions of the most recent certificate of corporate
resolutions  of  the  Borrower  on  file with the Agent and also upon the
written, oral or telephone request of  any one of the Persons who is from
time to time a Responsible Officer of the  Borrower  under the provisions
of the most recent certificate of corporate resolutions and/or incumbency
for the Borrower on file with the Agent.

                    (c)  Neither the Agent nor any of the Lenders assumes
any  responsibility  or  liability  for  any  errors,  mistakes,   and/or
discrepancies in the oral, telephonic, written or other transmissions  of
any  instructions,  orders,  requests and confirmations between the Agent
and the Borrower or the Agent  and  any of the Lenders in connection with
the Credit Facilities, any Loan, any Letter of Credit, any Bond Letter of
Credit or any other transaction in connection with the provisions of this
Agreement, except for acts of willful misconduct and gross negligence.

               2.8.2      USE OF PROCEEDS  OF THE LOANS.  The proceeds of
each Loan shall be used by the Borrower and the Subsidiary Guarantors for
Permitted  Uses, and for no other purposes except  as  may  otherwise  be
agreed by the Requisite Lenders in writing.

               2.8.3      FIELD EXAMINATION FEES.  The Borrower shall pay
to the Agent  for  the  exclusive  benefit  of  the Agent an annual field
examination  fee (the "Field Examination Fee"), which  Field  Examination
Fee shall be payable  quarterly in advance on the Closing Date and on the
first  day of each February,  May,  August  and  November  of  each  year
commencing  on  the  first  such  date  following  the  Closing Date, and
continuing  until  the  last  such  date  prior  to which all Obligations
arising  out  of, or under, the Credit Facilities then  outstanding  have
been paid in full.   The  Field Examination Fee shall be in the amount of
Forty Thousand Dollars ($40,000)  per  annum.   The Agent agrees that the
initial portion of the Field Examination Fee payable  on the Closing Date
shall  be  pro  rated  for  the  actual  number  of  days for the  period
commencing on the Closing Date and ending on January 31, 1997.

               2.8.4        COMPUTATION  OF  INTEREST  AND   FEES.    All
applicable Fees and interest  shall  be calculated on the basis of a year
of 360 days for the actual number of days  elapsed.   Any  change  in the
interest  rate  on  any of the Obligations resulting from a change in the
Alternate Base Rate shall  become effective as of the opening of business
on the day on which such change in the Alternate Base Rate is announced.

               2.8.5      PAYMENTS.   All  payments  of  the Obligations,
including,  without  limitation,  principal,  interest, Prepayments,  and
Fees, shall be paid by the Borrower without setoff or counterclaim to the
Agent  (except  as  otherwise  provided  herein) at  the  Agent's  office
specified in Section 9.1 in immediately available  funds  not  later than
2:00  p.m.  (Baltimore  City Time) on the due date of such payment.   All
payments received by the  Agent  after  such time shall be deemed to have
been received by the Agent for purposes of  computing  interest  and Fees
and  otherwise  as  of  the  next  Business  Day.   Payments shall not be
considered  received by the Agent until such payments  are  paid  to  the
Agent in immediately available funds.

               2.8.6       LIENS;  SETOFF.  The Borrower hereby grants to
the Agent and to the Lenders a continuing Lien for all of the Obligations
(including, without limitation, the Agent's Obligations) upon any and all
monies,  securities, and other cash deposits  of  the  Borrower  and  the
proceeds thereof,  now or hereafter held or received by or in transit to,
the Agent, any of the  Lenders,  and/or any Affiliate of the Agent and/or
any of the Lenders, from or for the  Borrower,  and also upon any and all
deposit accounts (general or special) and credits  of  the  Borrower,  if
any,  with the Agent, any of the Lenders or any Affiliate of the Agent or
any of  the Lenders, at any time existing, excluding any deposit accounts
held by the  Borrower  in its capacity as trustee for Persons who are not
Affiliates  or  Subsidiaries  of  the  Borrower.   Without  implying  any
limitation on any  other  rights  the  Agent  and/or the Lenders may have
under the Financing Documents or applicable Laws,  during the continuance
of an Event of Default, the Agent is hereby authorized by the Borrower at
any time and from time to time, without notice to the  Borrower,  to  set
off,  appropriate  and  apply  any  or  all items hereinabove referred to
against  all  Obligations  (including, without  limitation,  the  Agent's
Obligations) then outstanding  (whether  or  not  then  due), all in such
order  and  manner  as shall be determined by the Agent in its  sole  and
absolute discretion.

               2.8.7       REQUIREMENTS  OF  LAW.   In the event that any
Lender shall have determined in good faith that (a) the  adoption  of any
Laws after the Closing Date regarding capital adequacy, or (b) any change
in or in the interpretation or application of any Laws, or (c) compliance
by  such  Lender  or  any  corporation  controlling  such Lender with any
request or directive regarding capital adequacy (whether  or  not  having
the  force  of law) from any central bank or Governmental Authority, does
or shall have the effect of reducing the rate of return on the capital of
such Lender or  any corporation controlling such Lender, as a consequence
of the obligations  of  the  such  Lender hereunder to a level below that
which such Lender or any corporation  controlling  such Lender would have
achieved  but  for  such  adoption,  change  or compliance  (taking  into
consideration the policies of such Lender and the corporation controlling
such Lender, with respect to capital adequacy)  by  an  amount  deemed by
such  Lender to be material, then from time to time, after submission  by
such Lender to the Borrower of a written request therefor and a statement
of the  basis  for  such  determination,  the  Borrower shall pay to such
Lender such additional amount or amounts in order  to compensate for such
reduction.   The Agent and the Lenders agree that the  Borrower  shall be
entitled, at its option, to require that any Lender which demands payment
of any amounts under this Section 2.8.7 assign one hundred percent (100%)
of  its  Commitments  and  Obligations  to  one  or more other lenders or
financial  institutions as shall be acceptable to the  Borrower  and  the
Agent; provided  that  any such assignment is effected in accordance with
the provisions of Section 9.5.

               2.8.8      FUNDS TRANSFER SERVICES.

                    (a)  The  Borrower  acknowledges  that  the Agent has
made  available  to  the Borrower the Agent's Wire Transfer Procedures  a
copy of which is attached  to  this  Agreement  as  EXHIBIT  B  and which
includes  a  description of security procedures regarding funds transfers
executed by the Agent or an Affiliate bank at the request of the Borrower
(the "Security  Procedures").   The Borrower and the Agent agree that the
Security Procedures are commercially  reasonable.   The  Borrower further
acknowledges  that  the full scope of the Security Procedures  which  the
Agent or such Affiliate  bank offers and strongly recommends is available
only  if  the Borrower communicates  directly  with  the  Agent  or  such
Affiliate bank  as applicable in accordance with said procedures.  If the
Borrower attempts  to communicate by any other method or otherwise not in
accordance with the  Security  Procedures,  the  Agent  or such Affiliate
bank, as applicable, shall not be required to execute such  instructions,
but  if  the  Agent or such Affiliate bank, as applicable, does  so,  the
Borrower will be  deemed to have refused the Security Procedures that the
Agent  or  such  Affiliate   bank   as  applicable  offers  and  strongly
recommends, and the Borrower will be bound by any funds transfer, whether
or not authorized, which is issued in the Borrower's name and accepted by
the Agent or such Affiliate bank, as  applicable,  in  good  faith.   The
Agent  or  such  Affiliate  bank, as applicable, may modify Wire Transfer
Procedures upon notice to the  Borrower,  including,  without limitation,
the Security Procedures at such time or times and in such  manner  as the
Agent   or   such  Affiliate  bank,  as  applicable,  in  its  reasonable
discretion, deems  appropriate  to  meet  prevailing  standards  of  good
banking  practice.   By  continuing  to use the Agent's or such Affiliate
bank's,  as  applicable,  wire transfer services  after  receipt  of  any
modification  of  the  Wire  Transfer   procedures   including,   without
limitation,  the  Security  Procedures,  the  Borrower  agrees  that  the
Security  Procedures,  as modified, are likewise commercially reasonable.
Neither the Agent nor any Affiliate bank is responsible for detecting any
error in payment order sent  by  the  Borrower to the Agent or any of the
Lenders unless due to the willful misconduct  or  gross negligence of the
Agent or any such Affiliate bank.

                    (b)  The Agent or such Affiliate bank, as applicable,
will generally use the Fedwire funds transfer system  for  domestic funds
transfers,  and  the  funds  transfer system operated by the Society  for
Worldwide   International   Financial   Telecommunication   (SWIFT)   for
international funds transfers.  International funds transfers may also be
initiated through the Clearing  House InterBank Payment System (CHIPs) or
international cable.  However, the  Agent  or  such  Affiliate  bank,  as
applicable, may use any means and routes that the Agent or such Affiliate
bank,  as applicable, in its reasonable discretion, may consider suitable
for the  transmission  of  funds.   Each  payment  order, or cancellation
thereof, carried out through a funds transfer system  or  a clearinghouse
will  be  governed  by  all  applicable  funds transfer system rules  and
clearing house rules and clearing arrangements,  whether or not the Agent
or  such  Affiliate  bank,  as  applicable, is a member  of  the  system,
clearinghouse  or arrangement and  the  Borrower  acknowledges  that  the
Agent's or such  Affiliate  bank's,  as  applicable,  right  to  reverse,
adjust,  stop  payment  or delay posting of an executed payment order  is
subject  to  the laws, regulations,  rules,  circulars  and  arrangements
described herein.

     SECTION 2.9    SETTLEMENT AMONG LENDERS.

               2.9.1      TERM LOANS.  The Agent shall pay to each Lender
on each date on  which  a  payment  of  principal  and/or interest on the
Loans, such Lender's ratable share of all payments received  by the Agent
in immediately available funds on account of the Term Loans, net  of  any
amounts payable by such Lender to the Agent, by wire transfer of same day
funds;  the amount payable to each Lender shall be based on the principal
amount of the Term Loans owing to such Lender.

               2.9.2        REVOLVING  LOAN.   It  is  agreed  that  each
Lender's Net Outstandings are  intended by the Lenders to be equal at all
times to such Lender's Revolving  Credit  Pro Rata Share of the aggregate
outstanding   principal  amount  of  the  Revolving   Loan   outstanding.
Notwithstanding  such  agreement, the several and not joint obligation of
each Lender to fund the  Revolving Loan made in accordance with the terms
of this Agreement ratably  in  accordance  with  such  Lender's Revolving
Credit  Pro  Rata  Share and each Lender's right to receive  its  ratable
share of principal payments  on the Revolving Loan in accordance with its
Revolving Credit Pro Rata Share,  the  Lenders  agree  that  in  order to
facilitate  the  administration  of  this  Agreement  and  the  Financing
Documents  that settlement among them may take place on a periodic  basis
in accordance with the provisions of this Section 2.9.

               2.9.3      SETTLEMENT PROCEDURES AS TO REVOLVING LOAN.

                    (a)  IN GENERAL.    To  the  extent and in the manner
hereinafter provided in this Section 2.9.3, settlement  among the Lenders
as  to  the  Revolving  Loan  may occur periodically on Settlement  Dates
determined from time to time by  the  Agent,  which  may  occur before or
after the occurrence or during the continuance of a Default  or  Event of
Default and whether or not all of the conditions set forth in Section 5.2
have been met.  On each Settlement Date payments shall be made by  or  to
the  Lenders  in  the manner provided in this Section 2.9.3 in accordance
with the Settlement  Report  delivered  by  the  Agent  pursuant  to  the
provisions  of  this  Section 2.9.3 in respect of such Settlement Date so
that  as  of  each Settlement  Date,  and  after  giving  effect  to  the
transactions to  take  place  on  such Settlement Date, each Lender's Net
Outstandings shall equal such Lender's Revolving Credit Pro Rata Share of
the Revolving Loan outstanding.

                    (b)  SELECTION  OF  SETTLEMENT  DATES.   If the Agent
elects, in its discretion, but subject to the consent of NationsBank,  to
settle  accounts  among  the Lenders with respect to principal amounts of
Revolving Loan less frequently  than  each  Business  Day, then the Agent
shall designate periodic Settlement Dates which may occur on any Business
Day  after  the  Closing  Date; provided, however, that the  Agent  shall
designate as a Settlement Date  any  Business  Day which is payment date;
and provided further, that a Settlement Date shall  occur  at  least once
during  each  seven-day  period.   The Agent shall designate a Settlement
Date by delivering to each Lender a  Settlement  Report  not  later  than
12:00  noon  (Baltimore City Time) on the proposed Settlement Date, which
Settlement Report  shall  be  with respect to the period beginning on the
next preceding Settlement Date  and  ending on such designated Settlement
Date.

                    (c)  NON-RATABLE   LOANS   AND   PAYMENTS.    Between
Settlement Dates, the Agent shall request  and NationsBank may (but shall
not be obligated to) advance to the Borrower  out  of  NationsBank's  own
funds,  the  entire  principal  amount of any advance under the Revolving
Loan requested or deemed requested  pursuant  to  Section 2.1.2 (any such
advance  under  the Revolving Loan being referred to  as  a  "Non-Ratable
Loan").  The making  of  each  Non-Ratable  Loan  by NationsBank shall be
deemed  to be a purchase by NationsBank of a 100% participation  in  each
other Lender's Revolving Credit Pro Rata Share of the amount of such Non-
Ratable Loan.   All  payments of principal, interest and any other amount
with respect to such Non-Ratable Loan shall be payable to and received by
the Agent for the account  of  NationsBank.   Upon demand by NationsBank,
with notice to the Agent, each other Lender shall  pay to NationsBank, as
the repurchase of such participation, an amount equal  to  100%  of  such
Lender's  Revolving Credit Pro Rata Share of the principal amount of such
Non-Ratable  Loan.  Any payments received by the Agent between Settlement
Dates which in  accordance  with  the  terms  of this Agreement are to be
applied  to  the  reduction  of  the  outstanding  principal  balance  of
Revolving  Loan,  shall be paid over to and retained by  NationsBank  for
such application, and  such payment to and retention by NationsBank shall
be deemed, to the extent of each other Lender's Revolving Credit Pro Rata
Share of such payment, to  be  a  purchase by each such other Lender of a
participation in the advance under  the  Revolving  Loan  (including  the
repurchase  of  participations in Non-Ratable Loans) made by NationsBank.
Upon  demand  by another  Lender,  with  notice  thereof  to  the  Agent,
NationsBank shall pay to the Agent, for the account of such other Lender,
as a repurchase  of  such  participation,  an  amount equal to such other
Lender's  Revolving  Credit  Pro Rata Share of any  such  amounts  (after
application  thereof  to  the  repurchase   of   any   participations  of
NationsBank in such other Lender's Revolving Credit Pro Rata Share of any
Non-Ratable Loans) paid only to NationsBank by the Agent.

                    (d)  NET  DECREASE  IN  OUTSTANDINGS.    If   on  any
Settlement  Date  the  increase,  if  any,  in  the  dollar amount of any
Lender's  Net  Outstandings which is required to comply  with  the  first
sentence of Section 2.9.2 is less than such Lender's Revolving Credit Pro
Rata Share of amounts  received by the Agent but paid only to NationsBank
since the next preceding  Settlement  Date, such Lender and the Agent, in
their respective records, shall apply such  Lender's Revolving Credit Pro
Rata  Share  of  such  amounts  to  the  increase in  such  Lender's  Net
Outstandings, and NationsBank shall pay to  the Agent, for the account of
such Lender, the excess allocable to such Lender.

                    (e)  NET  INCREASE  IN  OUTSTANDINGS.    If   on  any
Settlement  Date  the  increase,  if  any,  in  the  dollar amount of any
Lender's  Net  Outstandings which is required to comply  with  the  first
sentence of Section 2.9.2 exceeds such Lender's Revolving Credit Pro Rata
Share of amounts received by the Agent but paid only to NationsBank since
the next preceding  Settlement  Date, such Lender and the Agent, in their
respective records, shall apply such  Lender's  Revolving Credit Pro Rata
Share of such amounts to the increase in such Lender's  Net Outstandings,
and  such Lender shall pay to the Agent, for the account of  NationsBank,
any excess.

                    (f)  NO  CHANGE  IN  OUTSTANDINGS.   If  a Settlement
Report indicates that no advance under the Revolving Loan has  been  made
during  the  period  since  the next preceding Settlement Date, then such
Lender's Revolving Credit Pro  Rata  Share of any amounts received by the
Agent but paid only to NationsBank shall  be  paid  by NationsBank to the
Agent, for the account of such Lender.  If a Settlement  Report indicates
that  the  increase  in  the dollar amount of a Lender's Net Outstandings
which is required to comply  with  the first sentence of Section 2.9.2 is
exactly equal to such Lender's Revolving Credit Pro Rata Share of amounts
received  by  the  Agent but paid only  to  NationsBank  since  the  next
preceding Settlement Date, such Lender and the Agent, in their respective
records, shall apply  such  Lender's  Revolving  Credit Pro Rata Share of
such amounts to the increase in such Lender's Net Outstandings.

                    (g)  RETURN OF PAYMENTS.  If any  amounts received by
NationsBank  in  respect  of  the  Obligations are later required  to  be
returned or repaid by NationsBank to the Borrower or any other obligor or
their respective representatives or  successors  in  interest, whether by
court  order,  settlement  or  otherwise, in excess of the  NationsBank's
Revolving Credit Pro Rata Share  of  all  such  amounts  required  to  be
returned  by  all  Lenders,  each  other  Lender  shall,  upon  demand by
NationsBank with notice to the Agent, pay to the Agent for the account of
NationsBank,  an  amount  equal  to the excess of such Lender's Revolving
Credit Pro Rata Share of all such  amounts required to be returned by all
Lenders over the amount, if any, returned directly by such Lender.

                    (h)  PAYMENTS TO AGENT, LENDERS.

                         (i)  Payment by any Lender to the Agent shall be
made not later than 12:00 p.m. noon (Baltimore City Time) on the Business
Day such payment is due, provided that  if  such payment is due on demand
by another Lender, such demand is made on the  paying  Lender  not  later
than  10:00 a.m. (Baltimore City Time) on such Business Day.  Payment  by
the Agent  to  any  Lender  shall  be  made  by  wire  transfer, promptly
following the Agent's receipt of funds for the account of such Lender and
in the type of funds received by the Agent, provided that  if  the  Agent
receives such funds at or prior to 12:00 p.m. noon (Baltimore City Time),
the  Agent  shall  pay  such funds to such Lender by 2:00 p.m. (Baltimore
City Time) on such Business  Day.   If a demand for payment is made after
the applicable time set forth above,  the  payment  due  shall be made by
2:00 p.m. (Baltimore City Time) on the first Business Day  following  the
date of such demand.

                         (ii) If  a  Lender  shall,  at any time, fail to
make  any  payment to the Agent required hereunder, the  Agent  may,  but
shall not be required to, retain payments that would otherwise be made to
such Lender  hereunder and apply such payments to such Lender's defaulted
obligations hereunder,  at such time, and in such order, as the Agent may
elect in its sole discretion.   In addition, if a Lender shall default in
its obligation to fund its Pro Rata Share of any requested advance of the
Revolving Loan and the Agent elects  not to fund such defaulting Lender's
Pro  Rata  Share  of that advance, then the  defaulting  Lender,  at  the
Agent's  option, shall  not  be  entitled  to  receive  any  payments  of
principal  of or interest on its Pro Rata Share of any of the Obligations
or its Pro Rata  Share  of  any  Fees,  unless  and  until (x) all of the
Obligations have been paid in full or (y) the defaulting Lender cures its
default  by  funding its Pro Rata Share of the requested  Revolving  Loan
advance. Interest  and  Fees  which  would  be  payable to the defaulting
Lender  except for the provisions of this subsection,  instead  shall  be
payable to the other Lenders in accordance with their respective Pro Rata
Shares.   In  addition, for so long as the defaulting Lender shall remain
in default under  its  obligations  under this Agreement, for purposes of
voting  on  matters with respect to this  Agreement  and/or  any  of  the
Financing Documents,  such  defaulting Lender shall be deemed not to be a
"Lender" and such Lender's Pro  Rata  Share  of  the  Commitments and the
Obligations  shall  be deemed to be zero.  No Commitment  of  any  Lender
shall be increased or  otherwise  affected  by  the  default of any other
Lender nor shall the Agent have any obligation to fund  any  amounts  not
funded by a defaulting Lender.

                         (iii)   With respect to the payment of any funds
under this Section 2.9.3, whether  from  the  Agent to a Lender or from a
Lender  to the Agent, the party failing to make  full  payment  when  due
pursuant  to  the terms hereof shall, upon demand by the other party, pay
such amount together  with  interest  on such amount at the Federal Funds
Rate.

               2.9.4      SETTLEMENT OF  OTHER  OBLIGATIONS.   All  other
amounts  received by the Agent on account of, or applied by the Agent  to
the payment  of,  any  Obligation owed to the Lenders (including, without
limitation, Fees payable to the Lenders and proceeds from the sale of, or
other realization upon,  all  or  any part of the Collateral following an
Event of Default) that are received  by  the  Agent  not later than 11:00
a.m. (Baltimore City Time) on a Business Day will be paid by the Agent to
each  Lender  on  the  same Business Day, and any such amounts  that  are
received by the Agent after 11:00 a.m. (Baltimore City Time) will be paid
by  the Agent to each Lender  on  the  following  Business  Day.   Unless
otherwise  stated  herein, the Agent shall distribute Fees payable to the
Lenders ratably to the  Lenders  based  on each Lender's Revolving Credit
Pro Rata Share and shall distribute proceeds  from  the sale of, or other
realization upon, all or any part of the Collateral following an Event of
Default  ratably  to the Lenders based on the amount of  the  Obligations
then owing to each Lender.

               2.9.5      PRESUMPTION OF PAYMENT.

                    (a)  Unless the Agent shall have received notice from
a Lender prior to 12:00  p.m.  noon  (Baltimore City Time) on the date of
the requested date for the making of advances  under  the  Revolving Loan
that  such  Lender  will  not make available to the Agent, such  Lender's
Revolving Credit Pro Rata Share  of the advances to be made on such date,
the Agent may assume that such Lender  has  made such amount available to
the  Agent  on such date in accordance with this  Section  2.9,  and  the
Agent, in its sole discretion may, in reliance upon such assumption, make
available to  the  Borrower on such date a corresponding amount on behalf
of such Lender.

                    (b)  If  and to the extent such Lender shall not have
so made available to the Agent its Revolving Credit Pro Rata Share of the
advances under the Revolving Loan  made on such date, and the Agent shall
have so made available to the Borrower  a  corresponding amount on behalf
of  such Lender, such Lender shall, on demand,  pay  to  the  Agent  such
corresponding  amount,  together  with  interest  thereon, at the Federal
Funds  Rate, for each day from the date such corresponding  amount  shall
have been  so  available by the Agent to the Borrower until the date such
amount shall have  been  repaid  to  the Agent.  Such Lender shall not be
entitled to payment of any interest which  accrues  on  the  amount  made
available  by  the  Agent  to the Borrower for the account of such Lender
until such time as such Lender  reimburses  the  Agent  for  such amount,
together with interest thereon, as provided in this Section 2.9.5.

                    (c)  A  certificate  of  the Agent submitted  to  any
Lender  with respect to any amounts owing to the  Agent  by  such  Lender
under this  Section  2.9  shall be conclusive and binding on such Lender,
absent manifest error.  If  such  Lender does not pay such amounts to the
Agent promptly upon the Agent's demand,  the  Agent shall promptly notify
the Borrower of such Lender's failure to make payment,  and  the Borrower
shall immediately repay such amounts to the Agent, together with  accrued
interest  thereon  at  the  applicable  rate  on  the Revolving Loan, all
without  prejudice to the rights and remedies of the  Agent  against  any
defaulting  Lender.   Any and all amounts due and payable to the Agent by
the Borrower under this  Section  2.9 constitute and shall be part of the
Agent's Obligations.

                    (d)  Unless the Agent shall have received notice from
the Borrower prior to the date on which  any  payment is due to the Agent
that  the  Borrower will not make such payment in  full,  the  Agent  may
assume that  the  Borrower have made such payment in full to the Agent on
such date and the Agent in its sole discretion may, in reliance upon such
assumption, cause to  be  distributed  to each Lender on such due date an
amount equal to the amount then due such  Lender.   If  and to the extent
the Borrower shall not have so made such payment in full to the Agent and
the Agent shall have distributed to any Lender all or any portion of such
amount,  such  Lender  shall repay to the Agent on demand the  amount  so
distributed to such Lender, together with interest thereon at the Federal
Funds Rate, for each day from the date such amount is distributed to such
Lender until the date such Lender repays such amount to the Agent.

                             ARTICLE 3

                          THE COLLATERAL

     SECTION 3.1    DEBT AND OBLIGATIONS SECURED.  All property and Liens
assigned, pledged or otherwise  granted  under or in connection with this
Agreement (including, without limitation,  those under Section 3.2 (Grant
of Liens) below) or any of the Financing Documents  shall, subject to the
terms, conditions and limitations, if any, set forth in this Agreement or
in any of the Financing Documents,  secure (a) the payment  of all of the
Obligations,  including,  without  limitation,  any  and  all Outstanding
Letter  of  Credit  Obligations,  all  Outstanding Bond Letter of  Credit
Obligations and any and all Agent's Obligations, and (b) the performance,
compliance with and observance by the Borrower  of the provisions of this
Agreement and all of the other Financing Documents or otherwise under the
Obligations.   The  security  interest and Lien of each  Lender  in  such
property shall rank equally in  priority  with the interest of each other
Lender, but the security interest and Lien  of  the Agent with respect to
the Agent's Obligations shall be superior and paramount  to  the security
interest  and  Lien  of the Lenders.  Notwithstanding the foregoing,  the
security interest and Lien of the Agent and/or any Lender with respect to
any Obligations under  or  in  connection  with,  any  interest  rate  or
currency  swap  agreements,  cap,  floor, and collar agreements, currency
spot, foreign exchange and forward contracts and other similar agreements
and arrangements permitted by the provisions  of  this Agreement shall be
junior and subordinate to the security interest and  Lien  of  the  Agent
with respect to the Agent's Obligations and junior and subordinate to the
security  interest  and  Lien  of  the  Lender  with respect to all other
Obligations.

     SECTION 3.2    GRANT OF LIENS.  The Borrower hereby assigns, pledges
and grants to the Agent, for the ratable benefit  of  the Lenders and for
the  benefit  of  the Agent with respect to the Agent's Obligations,  and
agrees  that the Agent  and  the  Lenders  shall  have  a  perfected  and
continuing  security  interest in, and Lien on, (a) all of the Borrower's
Accounts, Inventory, Chattel  Paper,  Documents,  Instruments, Equipment,
Securities,  and General Intangibles, whether now owned  or  existing  or
hereafter acquired  or arising, (b) all returned, rejected or repossessed
goods, the sale or lease  of which shall have given or shall give rise to
an Account or Chattel Paper,  (c)  all insurance policies relating to the
foregoing, (d) all books and records in whatever media (paper, electronic
or otherwise) recorded or stored, with  respect  to the foregoing and all
equipment  and  general  intangibles necessary or beneficial  to  retain,
access  and/or process the  information  contained  in  those  books  and
records,  and  (e)  all  cash  and  non-cash proceeds and products of the
foregoing.  The Borrower further agrees  that  the Agent, for the ratable
benefit of the Lenders and for the benefit of the  Agent  with respect to
the Agent's Obligations, shall have in respect thereof all  of the rights
and remedies of a secured party under the Uniform Commercial Code as well
as  those  provided in this Agreement, under each of the other  Financing
Documents and  under  applicable  Laws.   Notwithstanding anything to the
contrary contained herein, the Collateral shall not include any rights of
the  Borrower  under  any  Capital  Leases  of  Equipment  or  any  other
agreements  if  and  to  the  extent  any such Capital  Leases  or  other
agreements prohibit the collateral assignment or pledge of the Borrower's
interest  therein,  and such prohibition  has  not  been  waived  by  the
respective Person.

     Without implying  any  limitation  to  the  foregoing, as additional
Collateral and security for the Obligations, the Borrower  hereby assigns
to the Agent, for the ratable benefit of the Lenders and for  the benefit
of the Agent with respect to the Agent's Obligations, all of its  rights,
title  and  interest  in, to, and under, the PackerWare Merger Agreement,
the Virginia Design Purchase Agreement, the Venture Stock Purchase/Merger
Agreement, all of the PackerWare  Merger  Agreement Documents, all of the
Virginia  Design  Purchase Agreement Documents,  and  the  Venture  Stock
Purchase/Merger Documents,  including,  without  limitation,  all  of the
benefits of any representations and warranties provided by the PackerWare
Seller,  Virginia  Design  and  the Seller, respectively, and any and all
rights of the Borrower to indemnification  from  the  Seller or any other
Person   contained  therein.   The  Borrower  agrees  that  neither   the
assignment  to  the Agent, for the ratable benefit of the Lenders and for
the benefit of the Agent with respect to the Agent's Obligations, nor any
other provision contained in this Agreement or any of the other Financing
Documents shall impose  on the Agent or any of the Lenders any obligation
or liability of the Borrower under the PackerWare Merger Agreement, under
the  Virginia  Design  Purchase   Agreement,   under  the  Venture  Stock
Purchase/Merger Agreement, under any of the PackerWare  Merger  Agreement
Documents, under any of the Virginia Design Purchase Agreement Documents,
and/or  under  any  of the other Venture Stock Purchase/Merger Documents.
The Borrower hereby agrees to indemnify the Agent and each of the Lenders
and hold the Agent and  each  of  the  Lenders  harmless from any and all
claims,   actions,   suits,  losses,  damages,  costs,  expenses,   fees,
obligations and liabilities  which may be incurred by or imposed upon the
Agent and/or any of the Lenders  by  virtue of the assignment of and Lien
on each of the Borrower's rights, title  and  interest  in, to, and under
the PackerWare Merger Agreement, Virginia Design Purchase  Agreement, the
Venture Stock Purchase/Merger Agreement, the PackerWare Merger  Agreement
Documents,  the  Virginia  Design  Purchase  Agreement  Documents and the
Venture  Stock  Purchase/Merger  Documents,  unless  due  to  the   gross
negligence  or willful misconduct of the Agent and/or any of the Lenders.
The  Borrower   further   acknowledges  and  agrees  that  following  the
occurrence of an Event of Default,  the  Agent,  with  the consent of the
Requisite Lenders, shall be entitled to enforce any and  all  rights  and
remedies available to the Borrower under the PackerWare Merger Agreement,
under  the  Virginia  Design  Purchase Agreement, under the Venture Stock
Purchase/Merger Agreement, under  any  or  all  of  the PackerWare Merger
Agreement  Documents,  under any or all of the Virginia  Design  Purchase
Agreement  Documents,  under   any   or   all   of   the   Venture  Stock
Purchase/Merger Documents, and under applicable Laws with respect  to the
PackerWare   Merger   Transaction,  Virginia  Design  Purchase  Agreement
Transaction, and/or the Venture Stock Purchase/Merger Transaction.

     SECTION 3.3    COLLATERAL  DISCLOSURE LIST.  On or prior to the date
of this Agreement, the Borrower shall  deliver  to  the Agent one or more
lists  (collectively,  the  "Collateral  Disclosure  List")  which  shall
contain  such  information  with  respect to the business  and  real  and
personal property of the Borrower and  each  Subsidiary  Guarantor as the
Agent may require and shall be certified by a Responsible  Officer of the
Borrower and each Subsidiary Guarantor, as appropriate, all  in  the form
provided  to  the  Borrower  by  the Agent.  Promptly after demand by the
Agent,  the  Borrower  shall furnish  and  shall  cause  each  Subsidiary
Guarantor to furnish to  the Agent an update of the information contained
in the Collateral Disclosure  List  at  any time and from time to time as
may be requested by the Agent.

     SECTION 3.4    PERSONAL  PROPERTY.  The  Borrower  acknowledges  and
agrees that it is the intention of the parties to this Agreement that the
Agent, for the ratable benefit  of the Lenders and for the benefit of the
Agent  with  respect  to the Agent's  Obligations,  except  as  otherwise
expressly provided in Section  3.2  of this Agreement, shall have a first
priority, perfected Lien (except that  the  Agent acknowledges and agrees
that the Lien on  the Fixed and Capital Assets of the Borrower located in
the  State of Nevada, including, without limitation,  the  real  property
owned  by  the Borrower in the State of Nevada shall be a second priority
Lien, subject  to  first priority Liens as set forth in Schedule 4.1.22),
in form and substance  reasonably  satisfactory  to  the  Agent  and  its
counsel,  on  all  of  the  personal property of the Borrower and of each
Subsidiary Guarantor of any kind and nature whatsoever, whether now owned
or hereafter acquired, subject  only  to  the Permitted Liens, if any. In
furtherance of the foregoing:

               3.4.1          SECURITIES,   CHATTEL   PAPER,   PROMISSORY
                         NOTES, ETC.

                    (a)  As  of the date of this  Agreement  and  without
implying any limitation on the  scope  of  Section  3.2  (Grant of Liens)
above,  the  Borrower  shall  deliver  and  shall  cause  each Subsidiary
Guarantor to deliver (or shall have delivered or caused to  be delivered)
to the Agent, for the ratable benefit of the Lenders and for  the benefit
of  the  Agent with respect to the Agent's Obligations, all originals  of
all of letters  of  credit,  Securities,  Chattel  Paper,  Documents  and
Instruments   owned  or  held  by  the  Borrower  and/or  any  Subsidiary
Guarantor, and,  if the Agent so requires, shall execute and deliver and,
shall cause each Subsidiary  Guarantor  to  execute and deliver (or shall
have  executed  and  delivered  or  caused to be delivered),  a  separate
pledge, assignment and security agreement  in form and content acceptable
to  the  Agent,  which  pledge, assignment and security  agreement  shall
assign, pledge and grant  a Lien to the Agent, for the ratable benefit of
the Lenders and for the benefit  of the Agent with respect to the Agent's
Obligations on all of the letters  of  credit, Securities, Chattel Paper,
Documents and Instruments of the Borrower  and each Subsidiary Guarantor,
as the case may be.  In addition, the Borrower  agrees  to endorse to the
order of the Agent any and all Instruments which constitute  or  evidence
all or any portion of the Collateral.

                    (b)  In the event that the Borrower or any Subsidiary
Guarantor  shall  acquire  (or have acquired) after the Closing Date  any
letters of credit, Securities,  Chattel  Paper, Documents or Instruments,
the Borrower shall promptly so notify the Agent and deliver the originals
of all of the foregoing to the Agent promptly  and  in  any  event within
thirty (30) days of each acquisition.

                    (c)  All   letters  of  credit,  Securities,  Chattel
Paper, Documents and Instruments  to  be  delivered  hereunder  shall  be
delivered  to  the  Agent  endorsed  and/or  assigned  as required by the
pledge, assignment and security agreement and/or as the Agent may require
and,  if  applicable,  shall  be  accompanied  by  blank irrevocable  and
unconditional stock or bond powers.

               3.4.2          PATENTS,  COPYRIGHTS  AND   OTHER  PROPERTY
                         REQUIRING ADDITIONAL STEPS TO PERFECT.

     As of the date of this Agreement and without implying any limitation
on the scope of Section 3.2 above, the Borrower shall execute and deliver
and,  shall cause each Subsidiary Guarantor, as appropriate,  to  execute
and deliver  (or  shall  have  executed  and  delivered  or  caused to be
executed  and  delivered),  all Financing Documents and take all  actions
requested by the Agent in order to perfect a first priority assignment of
Patents, Copyrights, Trademarks, customer lists or any other type or kind
of intellectual property acquired  by  the  Borrower  or  any  Subsidiary
Guarantor after the Closing Date.

     SECTION 3.5    RECORD   SEARCHES.    As  of  the  Closing  Date  and
thereafter,  as  determined  by  the Agent, at  the  time  any  Financing
Document is executed and delivered  by  the  Borrower  or  any Subsidiary
Guarantor  pursuant  to  this  Article  3  or  any other Section of  this
Agreement,  the  Agent  shall,  in  its  reasonable  discretion   and  if
requested,  have  received,  in  form  and  substance satisfactory to the
Agent, such Lien or record searches with respect  to  the  Borrower, each
Subsidiary  Guarantor  and/or  any other Person who may be an obligor  or
pledgor with respect to any of the  Obligations,  as appropriate, and the
property covered by such Financing Document showing that the Lien of such
Financing  Document  will  be  a  perfected first priority  Lien  on  the
property covered by such Financing  Document  subject  only  to Permitted
Liens  or  to  such  other  Liens  or  matters  as the Agent may approve.
Notwithstanding the foregoing, the Agent acknowledges and agrees that the
Borrower shall be obligated to reimburse the Agent  only  for actual out-
of-pocket  costs  and  expenses relating to Lien and record searches  and
only to the extent ordered  by  the  Agent  (i)  one-time  only after the
Closing Date to confirm the due filing and Lien priority of the Agent and
the  Lenders,  (ii)  not more frequently than once in any given  calendar
year after the Closing  Date  prior  to the occurrence of a Default or an
Event  of  Default, and (iii) in addition,  at  any  time  following  the
occurrence of a Default or an Event of Default.

     SECTION 3.6    REAL  PROPERTY.  The Borrower acknowledges and agrees
that it is the intention of the parties to this Agreement that the Agent,
for the ratable benefit of  the  Lenders and for the benefit of the Agent
with respect to the Agent's Obligations,  shall  have  a  first priority,
perfected Lien, in form and substance satisfactory to the Agent  and  its
counsel,  on all real property of any kind and nature whatsoever, whether
now owned or  hereafter  acquired  by  the  Borrower  or  any  Subsidiary
Guarantor,  subject  only to the Permitted Liens, if any, and subject  to
the  provisions  of Section  3.7  below,  excluding,  however,  any  real
property leased by the Borrower or any Subsidiary Guarantor.

          With respect  to  each parcel of real property now owned by the
Borrower and/or a Subsidiary  Guarantor  (other  than  the  real property
located  at  160  Industrial  Drive,  Winchester, Virginia), the Borrower
shall execute and deliver and, subject to the terms of Section 3.7 below,
shall cause each Subsidiary Guarantor,  as  appropriate,  to  execute and
deliver  (or  to  have  executed  and delivered), as of the date of  this
Agreement,  a  deed  of  trust  or  a  mortgage  or  other  document,  as
appropriate, which deed of trust, mortgage and/or other document shall be
included among the Financing Documents.   With  respect  to real property
acquired  in  fee by the Borrower or any Subsidiary Guarantor  after  the
Closing Date (whether  by  merger or otherwise), the Borrower shall grant
and,  subject  to  the terms of  Section  3.7  below,  shall  cause  each
Subsidiary Guarantor,  as appropriate, to grant (or shall have granted or
caused  to  be  granted), promptly  after  acquisition  thereof,  a  Lien
covering such real  property to the Agent, for the ratable benefit of the
Lenders and for the benefit  of  the  Agent  with  respect to the Agent's
Obligations, under the provisions of a mortgage, deed  of  trust or other
document,  as  appropriate.   Each Financing Document to be executed  and
delivered pursuant hereto shall:

                    (a) be in form  and substance reasonably satisfactory
     to the Agent;

                    (b)  create  a  first  priority  Lien  in  such  real
     property in favor of the Agent,  for  the  ratable  benefit  of  the
     Lenders and for the benefit of the Agent with respect to the Agent's
     Obligations, subject only to Permitted Liens, zoning ordinances, and
     such other matters as the Agent may approve;

                    (c)  be  accompanied  by  a current survey reasonably
     satisfactory  in  all  respects to the Agent  of  the  subject  real
     property,  prepared  by  a  registered  land  surveyor  or  engineer
     reasonably satisfactory to the Agent;

                    (d)   be   accompanied    by    evidence   reasonably
     satisfactory to the Agent regarding the current  and  past pollution
     control  practices  at  such  real  property in connection with  the
     discharge, emission, handling, disposal  or  existence  of Hazardous
     Materials,   which   may   include,   at  the  Agent's  request,  an
     environmental audit of such real property  prepared  by  a person or
     firm reasonably acceptable to the Agent;

                    (e)  be  accompanied by a mortgagee's title insurance
     policy or marked-up commitment  or binder for such insurance in form
     and substance reasonably satisfactory  to  the Agent and issued by a
     title insurance company reasonably satisfactory to the Agent; and

                    (f) upon request of the Agent,  be  accompanied  by a
     signed  opinion  of  counsel  addressed to the Agent and each of the
     Lenders, in form and substance reasonably satisfactory to the Agent.

     SECTION 3.7    SUBSIDIARY GUARANTOR  ASSETS.   The  Borrower  agrees
that   all   Obligations   are   and  shall  continue  to  be  fully  and
unconditionally and jointly and severally  guaranteed  by each Subsidiary
Guarantor and that the joint and several obligations of  each  Subsidiary
Guarantor  under the Guaranty are and shall continue to be secured  by  a
first priority  Lien  (subject only to Permitted Liens) on all Assets and
properties of each Subsidiary Guarantor.

     SECTION 3.8    COSTS.   The  Borrower  agrees to pay, as part of the
Enforcement Costs and to the fullest extent permitted by applicable Laws,
on demand all reasonable costs, fees and expenses  incurred  by the Agent
and/or  any  of  the  Lenders  in connection with the taking, perfection,
preservation, protection and/or  release  of  a  Lien  on the Collateral,
including,  without limitation, with respect to all actions  required  to
effect any of  the  provisions  of  Section  3.7  above,  and  any of the
following:

                    (a)  customary  reasonable fees and expenses incurred
     by  the  Agent and/or any of the Lenders  in  preparing,  reviewing,
     negotiating and finalizing the Financing Documents from time to time
     (including,  without limitation, reasonable attorneys' fees incurred
     in connection with preparing, reviewing, negotiating, and finalizing
     any  of  the Financing  Documents,  including,  any  amendments  and
     supplements thereto);

                    (b) all filing and/or recording taxes or fees;

                    (c) all title insurance premiums and costs;

                    (d) all costs of Lien and record searches;

                    (e) reasonable attorneys' fees in connection with all
     legal opinions required;

                    (f) appraisal and/or survey costs; and

                    (g) all related reasonable costs, fees and expenses.

     SECTION 3.9    RELEASE.   Upon  the  payment  and performance of all
Obligations of the Borrower and all obligations and  liabilities  of each
other Subsidiary Guarantor, under this Agreement and/or under any or  all
other  Financing  Documents,  the termination and/or expiration of all of
the Commitments, all Letters of  Credit,  all Bond Letters of Credit, all
Outstanding Bond Letter of Credit Obligations, and all Outstanding Letter
of Credit Obligations, upon the Borrower's  request and at the Borrower's
sole cost and expense, the Agent shall release and/or terminate the Liens
of any and all of the Financing Documents.

     SECTION 3.10   INCONSISTENT  PROVISIONS.   In  the  event  that  the
provisions of any Financing Document directly conflict with any provision
of this Agreement, the provisions of this Agreement shall govern.

                             ARTICLE 4

                  REPRESENTATIONS AND WARRANTIES

     SECTION 4.1    REPRESENTATIONS   AND   WARRANTIES.    The   Borrower
represents and warrants to the Agent and the Lenders, as follows:

               4.1.1         SUBSIDIARIES.    The   Borrower   owns   the
Subsidiaries listed on the Collateral Disclosure List attached hereto and
made a part hereof and no others,  as  updated from time to time pursuant
to  the provisions of this Agreement.  Each  of  the  Subsidiaries  is  a
Wholly  Owned  Subsidiary  except  as  shown on the Collateral Disclosure
List, as updated from time to time pursuant  to  the  provisions  of this
Agreement,  which  correctly  indicates  the  nature  and  amount  of the
Borrower's ownership interests therein.

               4.1.2       GOOD  STANDING.   Each of the Borrower and its
Subsidiaries (a) is a corporation duly organized,  existing  and  in good
standing under the laws of the jurisdiction of its incorporation, (b) has
the  corporate power to own its property and to carry on its business  as
now being  conducted,  and (c) is duly qualified to do business and is in
good  standing  in  each jurisdiction  in  which  the  character  of  the
properties owned by it  therein  or  in  which  the  transaction  of  its
business   makes   such   qualification  necessary  or  where  such  non-
qualification would have a  materially adverse effect on the Borrower and
its Subsidiaries taken as a whole  or  would otherwise impair the ability
of the Agent to collect or realize upon any of the Collateral.

               4.1.3      POWER AND AUTHORITY.   Each of the Borrower and
its Subsidiaries has full corporate power and authority  to  execute  and
deliver  this Agreement, the other Financing Documents, the Venture Stock
Purchase/Merger  Documents to which it is a party, to make the borrowings
and request Letters  of  Credit  and  Bond  Letters  of Credit under this
Agreement,  to  close  and  consummate each aspect of the  Venture  Stock
Purchase/Merger Transaction,  as appropriate and to incur and perform the
Obligations whether under this  Agreement, the other Financing Documents,
the Venture Stock Purchase/Merger  Documents, all of which have been duly
authorized by all proper and necessary  corporate  action.  No consent or
approval  of  shareholders  or  any  creditors  of  the Borrower  or  any
Subsidiary  of  the  Borrower,  and  no  consent,  approval,   filing  or
registration with or notice to any Governmental Authority on the  part of
the  Borrower  or  any  Subsidiary  of  the  Borrower,  is  required as a
condition to the execution, delivery, validity or enforceability  of this
Agreement,  the  other  Financing  Documents,  any  of  the Venture Stock
Purchase/Merger  Documents,  the  performance  by  the  Borrower  of  the
Obligations  or  the  closing  and  consummation  of  the  Venture  Stock
Purchase/Merger Transaction, in each case, if required, the same has been
duly obtained.

               4.1.4       BINDING  AGREEMENTS.  This Agreement  and  the
other Financing Documents executed and  delivered  by the Borrower and/or
any  of its Subsidiaries have been properly executed  and  delivered  and
constitute  the valid and legally binding obligations of the Borrower and
its Subsidiaries,  respectively,  and  are  fully enforceable against the
Borrower and its Subsidiaries in accordance with  their respective terms,
subject to bankruptcy, insolvency, reorganization,  moratorium  and other
laws  of  general  applications  affecting  the  rights  and  remedies of
creditors   and   secured  parties,  and  general  principles  of  equity
regardless of whether applied in a proceeding in equity or at law.

               4.1.5       NO CONFLICTS.  Neither the execution, delivery
and performance of the terms  of  this  Agreement  or of any of the other
Financing Documents executed and delivered by the Borrower  or any of its
Subsidiaries  nor  the  consummation of the transactions contemplated  by
this Agreement will conflict  with,  violate  or  be prevented by (a) the
charter  or  bylaws of the Borrower or any of its Subsidiaries,  (b)  any
existing mortgage,  indenture,  contract  or  agreement  binding  on  the
Borrower  or  any  of  its  Subsidiaries or affecting any of its or their
property, or (c) any Laws.

               4.1.6      NO DEFAULTS, VIOLATIONS. As of the date of this
Agreement:

                    (a)  No Default  or Event of Default has occurred and
is continuing.

                    (b)  Neither the Borrower nor any of its Subsidiaries
is in material default under any existing  mortgage,  indenture, contract
or agreement binding on it or them or affecting its or  their property in
any   respect   which  would  be  materially  adverse  to  the  business,
operations, property  or  financial  condition  of  the  Borrower and its
Subsidiaries,  taken  as  a  whole,  or which would materially  adversely
affect the ability of the Borrower and its Subsidiaries, taken as a whole
to perform their obligations under this  Agreement  or  under  any of the
other  Financing  Documents  to  which  the  Borrower  and/or  any of its
Subsidiaries is a party.

               4.1.7      COMPLIANCE WITH LAWS.  Neither the Borrower nor
any   of  its  Subsidiaries  is  in  violation  of  any  applicable  Laws
(including,   without   limitation,   any  Laws  relating  to  employment
practices,  to  environmental,  occupational  and  health  standards  and
controls) or order, writ, injunction,  decree  or  demand  of  any court,
arbitrator, or any Governmental Authority affecting the Borrower,  any of
its  Subsidiaries  or  any  of  its or their properties, the violation of
which, considered in the aggregate, would materially adversely affect the
business, operations or properties  of  the  Borrower  and/or  any of its
Subsidiaries taken as a whole.

               4.1.8       MARGIN  STOCK.   None  of the proceeds of  the
Loans  will  be  used,  directly or indirectly, by the  Borrower  or  any
Subsidiary for the purpose  of purchasing or carrying, or for the purpose
of reducing or retiring any indebtedness which was originally incurred to
purchase or carry, any "margin security" within the meaning of Regulation
G (12 CFR Part 207), or "margin stock" within the meaning of Regulation U
(12 CFR Part 221), of the Board  of  Governors  of  the  Federal  Reserve
System  or  for  any  other  purpose  which  would  make the transactions
contemplated in this Agreement a "purpose credit" within  the  meaning of
said Regulation G or Regulation U, or cause this Agreement to violate any
other regulation of the Board of Governors of the Federal Reserve  System
or  the  Securities Exchange Act of 1934 or the Small Business Investment
Act of 1958,  as  amended,  or any rules or regulations promulgated under
any of such statutes.

               4.1.9      INVESTMENT COMPANY ACT; MARGIN SECURITIES.

     Neither the Borrower nor  any  of  its Subsidiaries is an investment
company within the meaning of the Investment  Company  Act  of  1940,  as
amended,  nor  is  it, directly or indirectly, controlled by or acting on
behalf of any Person which is an investment company within the meaning of
said Act.  Neither the  Borrower  nor  any of its Subsidiaries is engaged
principally, or as one of its important  activities,  in  the business of
extending  credit  for  the  purpose  of  purchasing or carrying  "margin
security"  within the meaning of Regulation  G  (12  CFR  Part  207),  or
"margin stock"  within  the meaning of Regulation U (12 CFR Part 221), of
the Board of Governors of the Federal Reserve System.

               4.1.10    LITIGATION.   Except  as  otherwise disclosed on
SCHEDULE 4.1.10 attached to and made a part of this  Agreement, there are
no  proceedings,  actions or investigations pending or,  so  far  as  the
Borrower  knows, threatened  before  or  by  any  court,  arbitrator  any
Governmental  Authority  which,  in  any one case or in the aggregate, if
determined adversely to the interests  of the Borrower or any Subsidiary,
would  have  a  material  adverse  effect on  the  business,  properties,
condition (financial or otherwise) or operations, present or prospective,
of the Borrower or any of its Subsidiaries taken as a whole.

               4.1.11    FINANCIAL CONDITION.  The consolidated financial
statements of the Borrower and its Subsidiaries dated as of September 30,
1996, are complete and correct and fairly  present the financial position
of the Borrower and its Subsidiaries and the  results of their operations
as of the date and for the period referred to and  have  been prepared in
accordance with GAAP applied on a consistent basis throughout  the period
involved.   There are no material liabilities, direct or indirect,  fixed
or contingent,  of  the Borrower or any Subsidiary as of the date of such
financial statements  which are not reflected therein.  There has been no
materially adverse change in the financial condition or operations of the
Borrower or any Subsidiary  since  the  date of such financial statements
and  to  the Borrower's knowledge no such materially  adverse  change  is
pending.  Except as permitted by the provisions of Section 6.2.5, neither
the Borrower  nor  any  Subsidiary  has guaranteed the obligations of, or
made  any  investment  in or advances to,  any  Person  (other  than  the
Borrower  or any Subsidiary  Guarantor),  except  as  disclosed  in  such
financial statements  and  except  that the Borrower and/or any or all of
the Subsidiary Guarantors may have guaranteed  one  or  more leases under
which the Borrower and/or a Subsidiary Guarantor is a tenant  or  lessee,
as of the date of this Agreement.

               4.1.12    PROFORMA FINANCIAL STATEMENTS.  The Borrower has
furnished  to  the  Agent  a  proforma  consolidated balance sheet of the
Borrower and its Subsidiaries as of immediately after consummation of the
Venture Stock Purchase/Merger Transaction  and  the transactions incident
thereto (the "Proforma Balance Sheet") together with  proforma  financial
projections  of  the  Parent  for the five-year period subsequent to  the
Venture  Stock  Purchase/Merger  Transaction   (the  "Proforma  Financial
Projections").   A copy of the Proforma Balance Sheet  and  the  Proforma
Financial Projections  are  attached  hereto  as  Exhibits  C-1  and C-2,
respectively.   The  Proforma Balance Sheet is correct and complete,  has
been  prepared  in  accordance   with   GAAP,  and  fairly  presents  the
consolidated financial condition of the Borrower  and its Subsidiaries as
of  immediately  after consummation of the Venture Stock  Purchase/Merger
Transaction  and  the   transactions   incident  thereto.   The  Proforma
Financial  Projections  represent  the  best   estimate   of  the  future
operations  of  the  Parent  and are based on reasonable and conservative
assumptions, but do not constitute a guaranty of actual performance.

               4.1.13    FULL   DISCLOSURE.    The  financial  statements
referred to in Section 4.1.11 (Financial Condition) of this Agreement and
the  statements, reports or certificates furnished  by  the  Borrower  in
connection  with  the  Financing  Documents (a) do not contain any untrue
statement of a material fact and (b) when taken in their entirety, do not
omit any material fact necessary to make the statements contained therein
not  misleading.   There  is no fact known  to  the  Borrower  which  the
Borrower has not disclosed  to the Agent and the Lenders in writing prior
to  the  date  of  this  Agreement   with  respect  to  the  transactions
contemplated by the Financing Documents  which  materially  and adversely
affects or in the future would, in the reasonable opinion of the Borrower
materially  adversely  affect  the  condition,  financial  or  otherwise,
results  of  operations,  business,  or  assets  of  the Borrower and its
Subsidiaries, taken as a whole.

               4.1.14    INDEBTEDNESS FOR BORROWED MONEY.  As of the date
of this Agreement, except for the Obligations and except  as set forth in
SCHEDULE  4.1.14  attached  to  and  made  a part of this Agreement,  the
Borrower has no Indebtedness for Borrowed Money.   The Agent has received
photocopies  of  all  promissory  notes  evidencing any Indebtedness  for
Borrowed Money set forth in SCHEDULE 4.1.14,  together  with  any and all
material  subordination  agreements,  other  agreements,  documents,   or
instruments  securing, evidencing,  guarantying or otherwise executed and
delivered in connection therewith.

               4.1.15    SUBORDINATED DEBT; SENIOR SECURED DEBT.  None of
the Subordinated  Debt  Loan Documents nor any of the Senior Secured Debt
Loan Documents in effect  prior  to the date of this Agreement  have been
amended, supplemented, restated or otherwise modified except as otherwise
disclosed  to  the  Agent in writing  on  or  before  the  date  of  this
Agreement.  In addition,  the  Borrower  has  furnished  copies  of  each
amendment,  supplement,  restatement  or other modification to any of the
Subordinated Debt Loan Documents executed  on  or before the date of this
Agreement.  In addition, there does not exist any  default  or  any event
which  upon  notice  or  lapse of time or both would constitute a default
under the terms of any of  the Subordinated Debt Loan Documents or any of
the Senior Secured Debt Loan Documents.

               4.1.16    TAXES.   The  Borrower and its Subsidiaries have
filed all returns, reports and forms for all material Taxes which, to the
knowledge of the Borrower, are required  to  be  filed, and have paid all
such Taxes as shown on such returns or on any assessment  received by it,
to the extent that such Taxes have become due, unless and to  the  extent
only  that such Taxes, assessments and governmental charges are currently
contested  in  good faith and by appropriate proceedings by the Borrower,
such Taxes are not  the  subject of any Liens other than Permitted Liens,
and adequate reserves therefor  have  been  established as required under
GAAP.  All tax liabilities of the Borrower and  its  Subsidiaries were as
of the date of audited financial statements referred to in Section 4.1.11
(Financial Condition) above, and are now, adequately provided  for on the
books  of  the  Borrower  and  its Subsidiaries, as appropriate.  No  tax
liability has been asserted by the  Internal Revenue Service or any state
or local authority against the Borrower  or  any  of its Subsidiaries for
Taxes  in excess of those already paid, except that  the  Agent  and  the
Lenders  understand  that  PackerWare is to be the subject of an audit by
the Internal Revenue Service,  but  that  such  audit,  to the Borrower's
knowledge, is not the result of any claimed or actual non-compliance with
any Laws.

               4.1.17    ERISA.   With respect to any "pension  plan"  as
defined in SECTION 3(2) of ERISA, which  plan  is  now  or previously has
been  maintained  or  contributed to by the Borrower and/or  any  of  its
Subsidiaries  and/or  by   any   commonly   controlled   entity:  (a)  no
"accumulated funding deficiency" as defined in Code <section>412 or ERISA
<section>302  has  occurred,  whether  or  not  that accumulated  funding
deficiency has been waived; (b) no Reportable Event  has occurred; (c) no
termination of any plan subject to Title IV of ERISA has occurred; (d) no
Borrower, Subsidiary nor any commonly controlled entity (as defined under
ERISA) has incurred a "complete withdrawal" within the  meaning  of ERISA
<section>4203  from  any  Multiemployer Plan; (e) no Borrower, Subsidiary
nor any commonly controlled  entity  has  incurred a "partial withdrawal"
within  the  meaning  of  ERISA  <section>4205  with   respect   to   any
Multiemployer  Plan; (f) no Multiemployer Plan to which the Borrower, any
of its Subsidiaries  or  any commonly controlled entity has an obligation
to  contribute  is  in  "reorganization"  within  the  meaning  of  ERISA
<section>4241 nor has notice  been  received  by the Borrower, any of its
Subsidiaries or any commonly controlled entity  that such a Multiemployer
Plan will be placed in "reorganization".

               4.1.18    TITLE TO PROPERTIES.  Each  of  the Borrower and
its  Subsidiaries  has  good  title  to  all  of its and their respective
properties,  including,  without  limitation,  the   Collateral  and  the
properties  and  assets  reflected  in  the balance sheets  described  in
Section  4.1.11  (Financial  Condition)  above,   subject  to  any  minor
imperfections in title which do not significantly detract  from  the  use
thereof.    The  Borrower  and  each  of  its  Subsidiaries  have  legal,
enforceable and  uncontested  rights  to  use  freely  such  property and
assets.

               4.1.19    PATENTS, TRADEMARKS, ETC.  Each of the  Borrower
and  its  Subsidiaries  owns,  possesses,  or  has  the  right to use all
necessary   Patents,   licenses,  Trademarks,  Copyrights,  permits   and
franchises to own its properties  and  to  conduct  its  business  as now
conducted,  without  known  conflict with the rights of any other Person.
Any and all obligations to pay royalties or other charges with respect to
such  properties  and assets are  properly  reflected  on  the  financial
statements described in Section 4.1.11 (Financial Condition) above.

               4.1.20    EMPLOYEE RELATIONS.    Except  as  disclosed  on
Schedule 4.1.20 attached hereto and made a part hereof,  as  updated from
time  to  time,  (a)  no  Borrower  nor  any  Subsidiary  thereof nor the
Borrower's  or  Subsidiary's  employees  is  subject  to  any  collective
bargaining  agreement,  (b) to the Borrower's knowledge, no petition  for
certification or union election  is pending with respect to the employees
of the Borrower or any Subsidiary  and  no union or collective bargaining
unit has sought such certification or recognition  with  respect  to  the
employees  of  the  Borrower,  and  (c) as of the date of this Agreement,
there are no strikes, slowdowns, work  stoppages or controversies pending
or, to the best knowledge of the Borrower  after  due inquiry, threatened
between the Borrower and its employees.  Hours worked  and  payments made
to  the  employees  of any one or more of the Borrower have not  been  in
violation of the Fair  Labor  Standards  Act  or any other applicable law
dealing with such matters.  All payments due from  the Borrower or any of
its Subsidiaries or for which any claim may be made  against the Borrower
or any of its Subsidiaries, on account of wages and employee  and retiree
health and welfare insurance and other benefits have been paid or accrued
as a liability on its or their books, as appropriate.

               4.1.21    PRESENCE  OF  HAZARDOUS  MATERIALS  OR HAZARDOUS
                         MATERIALS CONTAMINATION.

     To  the best of the Borrower's knowledge and except as disclosed  in
writing to  the  Agent  in  Schedule  4.1.21  hereof  with respect to any
matters existing as of the date of this Agreement and except as hereafter
disclosed  in  writing  to the Agent with respect to any matters  arising
after the date of this Agreement,  (a) no Hazardous Materials are located
on any real property owned, controlled or operated by the Borrower or any
of its Subsidiaries or for which the  Borrower or any of its Subsidiaries
is, or is claimed to be, responsible, except for reasonable quantities of
necessary supplies for use by the Borrower and/or its Subsidiaries any of
their respective tenants in the ordinary  course  of its or their current
lines  of  business  and  stored,  used and disposed in  accordance  with
applicable Laws; and (b) no property owned, controlled or operated by the
Borrower or any of its Subsidiaries  or  for which the Borrower or any of
its Subsidiaries has, or is claimed to have,  responsibility  is affected
by any material Hazardous Materials Contamination at any other property.

          In  addition,  as  of  the date of this Agreement, the Borrower
represents and warrants that it has no existing monitoring or observation
wells  located  at  Lawrence, Kansas  (including  Aeroquip);  Evansville,
Indiana; Indian Trail,  North  Carolina; and Reno, Nevada properties from
which groundwater can be sampled and analyzed.

               4.1.22    PERFECTION  AND  PRIORITY  OF  COLLATERAL.   The
Agent  and  the  Lenders  have,  or upon execution and recording of UCC-1
financing   statements   and   possession   of   Securities,   Documents,
Instruments, Chattel Paper and Instruments  will  have, and will continue
to have as security for the Obligations (subject to  the terms of Section
3.7),  a  valid  and  perfected  Lien  on  and security interest  in  all
Collateral, free of all other Liens, claims  and  rights of third parties
whatsoever except Permitted Liens, including, without  limitation,  those
described on SCHEDULE 4.1.22.

               4.1.23    PLACES OF BUSINESS AND LOCATION OF COLLATERAL.

     The  information  contained  in  the  Collateral Disclosure List, as
updated annually and at such other times as  shall  be  determined by the
Borrower at any time prior to the occurrence of a Default  or an Event of
Default and as shall be determined by the Agent at any time following the
occurrence of a Default or an Event of Default, is complete  and  correct
in all material respects.  The Collateral Disclosure List completely  and
accurately  identifies  the  address of (a) the chief executive office of
the Borrower and each of the Subsidiary  Guarantors,  (b)  any  and  each
other  place  of  business  of  the  Borrower  or  any  of the Subsidiary
Guarantors, (c) the location of all books and records pertaining  to  the
Collateral, and (d) each location, other than the foregoing, where any of
the Collateral is located.  The legally required places to file financing
statements  with  respect  to  the  Collateral  within the meaning of the
Uniform Commercial Code are the filing offices for those jurisdictions in
which  the  Borrower  and/or  any Subsidiary Guarantor,  as  appropriate,
maintains a place of business as  identified on the Collateral Disclosure
List.

               4.1.24    BUSINESS NAMES  AND  ADDRESSES.   Except  as set
forth  in Schedule 4.1.24 attached hereto and made a part hereof, in  the
five (5) years preceding the date hereof, neither the Borrower nor any of
its Subsidiaries  (other  than  PAC)  has  changed  its name, identity or
corporate structure, has conducted business under any name other than its
current  name,  and has conducted its business in any jurisdiction  other
than those disclosed on the Collateral Disclosure List.

               4.1.25    EQUIPMENT.  No equipment is held by the Borrower
or any Subsidiary Guarantor on a sale on approval basis.

               4.1.26    INVENTORY.    All   material   portions  of  the
Inventory of the Borrower and each Subsidiary Guarantor included  in  the
Borrowing  Base,  conform  to  the  eligibility criteria set forth in the
definition of Eligible Inventory.  Except  as disclosed in the Collateral
Disclosure  List,  no  goods  offered for sale by  the  Borrower  or  any
Subsidiary are consigned to or  held  on  sale  or  return  terms  by the
Borrower or any Subsidiary.

               4.1.27    ACCOUNTS.  All material portions of the Accounts
included  in  the  Borrowing Base conform to the eligibility criteria set
forth in the definition of Eligible Receivables

               4.1.28    PACKERWARE  MERGER  TRANSACTION.   The Agent has
received true and correct photocopies of the PackerWare Merger  Agreement
and  each  of  the other PackerWare Merger Agreement Documents, executed,
delivered and/or  furnished  on  or before the Closing Date in connection
with the PackerWare Merger Transaction.   Neither  the  PackerWare Merger
Agreement nor any of the other PackerWare Merger Agreement Documents have
been  modified,  changed,  supplemented,  canceled, amended or  otherwise
altered, except as otherwise disclosed to the  Agent  in  writing  on  or
before  the  Closing  Date.   The  PackerWare Merger Transaction has been
effected, closed and consummated pursuant to, and in accordance with, the
terms and conditions of the PackerWare  Merger  Agreement  and  with  all
applicable Laws.

               4.1.29    VENTURE  STOCK PURCHASE/MERGER TRANSACTION.  The
Agent has received true and correct  photocopies  of  the  Venture  Stock
Purchase/Merger   Agreement   and   each   of  the  other  Venture  Stock
Purchase/Merger Documents, executed, delivered  and/or  furnished  on  or
before  the  date  of this Agreement in connection with the Venture Stock
Purchase/Merger Transaction.   Neither  the Venture Stock Purchase/Merger
Agreement  nor any of the other Venture Stock  Purchase/Merger  Documents
have been modified, changed, supplemented, canceled, amended or otherwise
altered, except  as  otherwise  disclosed  to  the Agent in writing on or
before  the  date of this Agreement.  The Venture  Stock  Purchase/Merger
Transaction has been effected, closed and consummated pursuant to, and in
accordance  with,   the   terms  and  conditions  of  the  Venture  Stock
Purchase/Merger Agreement and  with  all applicable Laws.  As of the date
of this Agreement, Venture Southeast and Venture Midwest are Wholly-Owned
Subsidiaries of the Borrower.

               4.1.30    HART-SCOTT-RODINO.  The Borrower, the Seller and
all other necessary Persons, as appropriate,  have  made  such filings as
may  be required by the Hart-Scott-Rodino Antitrust Improvements  Act  of
1976,  as  amended,  and have provided such supplemental information that
may be required by such  Act,  with  respect to the sales contemplated by
the PackerWare Merger Transaction and  the  Venture Stock Purchase/Merger
Transaction  and/or  the Container Purchase Agreement  Transaction.   The
waiting periods under such Act have terminated or expired.

               4.1.31    INCREASE  IN  TOTAL  REVOLVING  CREDIT COMMITTED
AMOUNT  AND  TERM  LOANS PERMITTED UNDER INDENTURE.  The Borrower  hereby
represents and warrants  that neither the increase in the Total Revolving
Credit  Committed  Amount  from   $30,000,000   to  $50,000,000  nor  the
obligations of the Borrower and the Guarantors under  and with respect to
the  Term  Loans  are in violation of or otherwise constitute  a  default
under the provisions  of  the  Indenture.   In particular, the Term Loans
constitute "Senior Indebtedness" under the provisions of the Indenture.

     SECTION 4.2    SURVIVAL; UPDATES OF REPRESENTATIONS AND WARRANTIES.

     All representations and warranties contained  in or made under or in
connection  with this Agreement and the other Financing  Documents  shall
survive the date  of  this Agreement, the making of any advance under the
Loans and extension of  credit  made  hereunder, and the incurring of any
other Obligations and shall be deemed to  have  been  made at the time of
the making of each advance under the Loans or the issuance of each Letter
of   Credit   and/or  each  Bond  Letter  of  Credit,  except  that   (i)
representations  and warranties which relate to a specific date need only
be true and correct  as  of  such  date, and (ii) the representations and
warranties which relate to financial  statements which are referred to in
Section  4.1.11,  shall  also  be deemed to  cover  financial  statements
furnished from time to time to the  Agent  and  the  Lenders  pursuant to
Section  6.1.1  (Financial  Statements)  of this Agreement.  The Borrower
shall have the right from time to time to modify or supplement any of the
Schedules  and/or the Collateral Disclosure  List  referred  to  in  this
Article IV,  and  following  any  such  modification  or  supplement  the
representations  in  this  Article  shall  be  deemed  to  refer  to such
Schedules  and Collateral Disclosure List as so modified or supplemented;
provided, that  the  Borrower  will  be deemed to have represented at the
time  of  delivery  of  any  such modification  or  supplement  that  the
modifications of and supplements  to  such  Schedules  and/or  Collateral
Disclosure List after the date of this Agreement do not relate to  events
or circumstances which individually or in the aggregate have resulted  in
a  material  adverse change in the business or operations of the Borrower
and its Subsidiaries taken as a whole or which would otherwise constitute
a Default or an Event of Default.

                             ARTICLE 5

                       CONDITIONS PRECEDENT

     SECTION 5.1    CONDITIONS  TO THE INITIAL ADVANCE AND INITIAL LETTER
                    OF CREDIT.

     The making of the initial advance  under  the Loans and the issuance
of the initial Letter of Credit and the initial Bond Letter of Credit are
subject to the fulfillment on or before the date of this Agreement of the
following  conditions  precedent in a manner reasonably  satisfactory  in
form and substance to the Agent and its counsel:

               5.1.1     ORGANIZATIONAL DOCUMENTS - BORROWER.   The Agent
shall have received for the Borrower:

                    (a)  a  certificate of good standing certified by the
     Secretary of State, or other  appropriate Governmental Authority, of
     the state of incorporation of the Borrower;

                    (b) a certificate of qualification to do business for
     the  Borrower  certified  by  the  Secretary   of   State  or  other
     Governmental Authority of each state in which the Borrower  conducts
     business;

                    (c)  a  certificate  dated  as  of  the  date of this
     Agreement by the Secretary or an Assistant Secretary of the Borrower
     covering:

                    (i)  true and complete copies of that Borrower's
          corporate charter, bylaws, and all amendments thereto;

                    (ii) true and complete copies of the resolutions
          of its Board of  Directors  authorizing (i) the execution,
          delivery and performance of the  Financing  Documents  and
          the Venture Stock Purchase/Merger Documents to which it is
          a party, (ii) the borrowings hereunder, (iii) the granting
          of  the  Liens  contemplated  by  this  Agreement  and the
          Financing Documents to which the Borrower is a party,  and
          (iv) the Venture Stock Purchase/Merger Transaction;

                    (iii)  the  incumbency, authority and signatures
          of the officers of the  Borrower  authorized  to sign this
          Agreement and the other Financing Documents to  which  the
          Borrower is a party; and

                    (iv)  the  identity  of  the  Borrower's current
          directors, common stock holders and other  equity holders,
          as   well   as   their   respective  percentage  ownership
          interests.

               5.1.2          OPINION  OF  BORROWER'S COUNSEL.  The Agent
shall have received the favorable opinion of counsel for the Borrower and
its  Subsidiaries  addressed  to  the  Agent  and  the  Lenders  in  form
satisfactory to the Agent.  The Agent agrees that  local counsel opinions
shall be required only for the States of Nevada, North  Carolina, Kansas,
Indiana, Iowa, South Carolina and Ohio.
               5.1.3          ORGANIZATIONAL   DOCUMENTS   -   SUBSIDIARY
                         GUARANTOR.

     The Agent shall have received for each Subsidiary Guarantor:

                    (a) a certificate of good standing certified  by  the
     Secretary  of State, or other appropriate Governmental Authority, of
     the state of incorporation;

                    (b)  a  certificate  of  qualification to do business
     certified by the Secretary of State or other  Governmental Authority
     of each state in which each Subsidiary Guarantor conducts business;

                    (c)  a  certificate  dated  as of the  date  of  this
     Agreement  by  the  Secretary  or  an  Assistant Secretary  of  each
     Corporate Guarantor covering:

                    (i)  true  and  complete  copies   of  the   its
          corporate charter, bylaws, and all amendments thereto;

                    (ii) true and complete copies of the resolutions
          of  it's  Board  of  Directors  authorizing the execution,
          delivery  and  performance of the Financing  Documents  to
          which  it  is  a party  and  the  granting  of  the  Liens
          contemplated by any of the Financing Documents to which it
          is a party;

                    (iii)  the  incumbency, authority and signatures
          of  its  officers to sign  the   Guaranty  and  all  other
          Financing Documents to which it is a party;

                    (iv)  the  identity  of  it's current directors,
          common stock holders and other equity  holders, as well as
          their respective percentage ownership interests;

                    (d)  the  favorable  opinion  of  counsel   for   the
     Subsidiary  Guarantors addressed to the Agent and the Lenders and in
     form satisfactory to the Agent.

               5.1.4       CONSENTS,  LICENSES,  APPROVALS, ETC.The Agent
shall  have  received  copies  of all consents, licenses  and  approvals,
required  in  connection  with  the   execution,  delivery,  performance,
validity and enforceability of the Financing  Documents,  and the Venture
Stock   Purchase/Merger  Documents,  and  such  consents,  licenses   and
approvals shall be in full force and effect.

               5.1.5       NOTES.   The  Agent  shall  have  received for
delivery  to each of the Lenders the Term Notes and the Revolving  Credit
Notes, each  conforming  to  the  requirements  hereof  and executed by a
Responsible  Officer  of  the Borrower and attested by a duly  authorized
representative of the Borrower.

               5.1.6       FINANCING   DOCUMENTS   AND  COLLATERAL.   The
Borrower and each Subsidiary Guarantor shall have executed  and delivered
the  Financing  Documents to be executed by it, and shall have  delivered
original Chattel  Paper,  Instruments, Securities, and related Collateral
and all opinions, title insurance,  and  other  documents contemplated by
Article 3 hereof.

               5.1.7      OTHER FINANCING DOCUMENTS.   In addition to the
Financing Documents to be delivered by the Borrower, the Agent shall have
received the Financing Documents duly executed and delivered  by  Persons
other than the Borrower.

               5.1.8 OTHER DOCUMENTS, ETC.  The Agent shall have received
such other certificates, opinions, documents and instruments confirmatory
of  or otherwise relating to the transactions contemplated hereby as  may
have been reasonably requested by the Agent.

               5.1.9  PAYMENT  OF  FEES.  The Agent and the Lenders shall
have received payment of any Fees due  on  or  before  the  date  of this
Agreement.

               5.1.10    COLLATERAL DISCLOSURE LIST.  The Borrower  shall
have   delivered  the  Collateral  Disclosure  List  required  under  the
provisions  of  Section  3.3  (Collateral  Disclosure  List)  hereof duly
executed  by  a  Responsible  Officer of the Borrower and each Subsidiary
Guarantor, as appropriate.  The  Agent  and  the  Lenders acknowledge and
agree that the Borrower previously delivered a Collateral Disclosure List
to the Agent on the Closing Date and an additional  Collateral Disclosure
List  relating  to  Berry  Design  on  or about May 13, 1997,  and  that,
accordingly, the Borrower shall not be required to furnish to the Agent a
new Collateral Disclosure List, but shall  be required only to update the
information  contained  in  the  previous  Collateral   Disclosure  Lists
furnished to the Agent to the extent such information has  changed in any
material respect.

               5.1.11    RECORDINGS AND FILINGS.  The Borrower  and  each
Subsidiary  Guarantor,  as  appropriate,  shall  have:  (a)  executed and
delivered  all Financing Documents (including, without limitation,  UCC-1
and UCC-3 statements)  required  to  be  filed, registered or recorded in
order to create, in favor of the Agent and  the Lenders, a perfected Lien
in the Collateral (subject only to the Permitted  Liens)  in  form and in
sufficient number for filing, registration, and recording in each  office
in   each   jurisdiction   in   which  such  filings,  registrations  and
recordations are required, and (b)  delivered  such evidence as the Agent
may deem satisfactory that all necessary filing  fees  and  all recording
and other similar fees, and all Taxes and other expenses related  to such
filings, registrations and recordings will be or have been paid in full.

               5.1.12    INSURANCE  CERTIFICATE.   The  Agent  shall have
received  an  insurance certificate in accordance with the provisions  of
Section 6.1.8 (Insurance)  and  Section 6.1.17 (Insurance With Respect to
Equipment and Inventory) of this  Agreement.   The  Agent and the Lenders
acknowledge and agree that a series of insurance certificates  acceptable
to the Agent were furnished to the Agent on or about the Closing Date and
again on May 13, 1997 and that additional insurance certificates will not
be  required  except  with  respect  to  the insurance coverages of Berry
Venture, Venture Southeast and Venture Midwest.

               5.1.13    LANDLORD'S WAIVERS.   Unless otherwise agreed by
the Agent, the Agent shall have received a landlord's  waiver  from  each
landlord of each and every business premise leased by the Borrower and/or
any  Subsidiary  Guarantor  and  on which any of the Collateral is or may
hereafter  be  located,  which  landlords'  waivers  must  be  reasonably
acceptable  to  the Agent and its counsel  in  their  sole  and  absolute
discretion.

               5.1.14    BAILEE   ACKNOWLEDGEMENTS.    Unless   otherwise
agreed  by  the  Agent,  the  Agent  shall  have  received  an  agreement
acknowledging  the  Liens  of  the Agent and the Lender from each bailee,
warehouseman, consignee or similar  third  party  which has possession of
any of the Collateral, which agreements must be reasonably  acceptable to
the Agent and its counsel in their sole and absolute discretion.

               5.1.15    FIELD   EXAMINATION.    The  Agent  shall   have
completed a field examination and audit of the business,  operations  and
income  of  the  Borrower  and  each Subsidiary Guarantor, the results of
which field examination and audit  shall be in all respects acceptable to
the Agent in its sole and absolute discretion and shall include reference
discussions with key customers and vendors.   The  Agent acknowledges and
agrees that a field examination and audit has not yet  been completed for
Berry Venture, Venture Southeast and Venture Midwest and  that such field
examination and audit will be completed as soon as commercially  possible
after  the  date  of this Agreement and that pending such completion  the
Assets and properties  of  Berry  Venture,  Venture Southeast and Venture
Midwest shall not be eligible for inclusion in  the  Borrowing  Base, but
that  the  Borrower shall be permitted to continue to obtain advances  of
the Revolving Loan, subject to the provisions of this Agreement.

               5.1.16    APPRAISAL.    The   Agent  shall  have  received
appraisals of all real and personal property owned by the Borrower and/or
each Subsidiary Guarantor, all of which appraisals  shall be performed by
one or more appraisers satisfactory in all respects to  the  Agent, shall
be in such form and content as may be required by the Agent.

               5.1.17    PROFORMA  BALANCE  SHEET  AND PROJECTIONS.   The
Agent  shall have received and approved the Borrower's  Proforma  Balance
Sheet and  Proforma  Financial  Projections, which Proforma Balance Sheet
and Proforma Financial Projections must be in form and content acceptable
to the Agent in its sole and absolute discretion.

               5.1.18    STOCK CERTIFICATES  AND STOCK POWERS.  The Agent
shall  have  received  all  of the original stock  certificates  of  each
Subsidiary Guarantor and fully executed irrevocable stock powers from the
holders of all such stock certificates.

               5.1.19    VENTURE    STOCK    PURCHASE/MERGER    AGREEMENT
TRANSACTION.

                    (a)  The  Venture  Stock  Purchase/Merger Transaction
shall have been completed and closed prior to or  simultaneously herewith
upon  terms  and  conditions  reasonably satisfactory to  the  Agent,  in
accordance  with  the Venture Stock  Purchase/Merger  Agreement  and  all
applicable Laws.

                    (b)  The Agent shall have received photocopies of all
Venture  Stock  Purchase/Merger   Documents  executed,  delivered  and/or
furnished   in   connection  with  the  Venture   Stock   Purchase/Merger
Transaction, together  with a certificate signed by a Responsible Officer
of  the  Borrower  certifying  that  the  Venture  Stock  Purchase/Merger
Agreement and the other Venture Stock Purchase/Merger Documents furnished
to  the Agent are true,  correct,  in  full  force  and  effect  and  the
provisions  thereof have not been in any way modified, amended or waived,
except as otherwise  disclosed  in  writing to the Agent on or before the
date of this Agreement.

               5.1.20    ENVIRONMENTAL  REPORTS.   The  Agent  shall have
received and reviewed a Phase I environmental assessment for each  parcel
of  real  property  owned  or  leased  by  the Borrower or any Subsidiary
Guarantor, each of which environmental assessment has been performed by a
reputable and recognized environmental consulting  firm acceptable to the
Agent and has revealed no material Hazardous Materials  Contamination  or
material  violations of any Environmental Laws, and shall otherwise be in
all respects acceptable to the Agent.

               5.1.21    FINANCIAL  STATEMENTS.   The  Agent  shall  have
received  and  reviewed copies of the annual audited financial statements
in reasonable detail  satisfactory  to the Agent relating to the Borrower
and its Subsidiaries for the fiscal years  1993,  1994 and 1995, prepared
in  accordance  with  GAAP, which financial statements  shall  include  a
consolidated and consolidating  balance  sheet  of  the  Borrower and its
Subsidiaries as of the end of each such fiscal year and consolidated  and
consolidating   statements   of   income,   cash  flows  and  changes  in
shareholders equity of the Borrower and its Subsidiaries  for  each  such
fiscal  year,  except that the 1993 and 1994 financial statements include
only  consolidated  information.   In  addition,  the  Agent  shall  have
received and reviewed copies of the most recent interim monthly financial
statements  for  the  Borrower and its Subsidiaries for fiscal years 1995
and 1996, all prepared in accordance with GAAP.

     SECTION 5.2.   CONDITIONS  TO  ALL EXTENSIONS OF CREDIT.  The making
of all advances under the Loans and the issuance of all Letters of Credit
and  all Bond Letters of Credit is subject  to  the  fulfillment  of  the
following  conditions  precedent  in  a manner reasonably satisfactory in
form and substance to the Agent:

               5.2.1     DEFAULT.  There  shall exist no Event of Default
or Default hereunder.

               5.2.2         REPRESENTATIONS   AND    WARRANTIES.     The
representations  and warranties  of  the  Borrower  contained  among  the
provisions of this  Agreement  shall  be true and with the same effect as
though such representations and warranties  had  been made at the time of
the making of, and of the request for, each advance  under  the  Loans or
the  issuance  of  each Letter of Credit or Bond Letter of Credit, except
that (i) the representations  and  warranties  which relate to a specific
date  need  only  be  true  and  correct  as of such date  and  (ii)  the
representations and warranties which relate to financial statements which
are  referred  to  in  Section  4.1.11, shall also  be  deemed  to  cover
financial statements furnished from time to time to the Agent pursuant to
Section 6.1.1 (Financial Statements) of this Agreement.

               5.2.3      ADVERSE  CHANGE.   No  material  adverse change
shall have occurred in the condition (financial or otherwise), operations
or business of the Borrower or any Subsidiary Guarantor which  would,  in
the  good  faith  judgment of the Agent, materially impair the ability of
the Borrower or any  Subsidiary  Guarantor  to  pay or perform any of the
Obligations.

               5.2.4      LEGAL MATTERS.  All legal documents incident to
each advance under the Loans and each of the Letters  of  Credit and Bond
Letters of Credit shall be reasonably satisfactory to the Agent.

                             ARTICLE 6

                     COVENANTS OF THE BORROWER

     SECTION 6.1    AFFIRMATIVE  COVENANTS.   So  long  as  any   of  the
Obligations  (or  any  the  Commitments  therefor)  shall  be outstanding
hereunder, the Borrower agrees jointly and severally with the  Agent  and
the Lenders as follows:

               6.1.1        FINANCIAL  STATEMENTS.   The  Borrower  shall
furnish to the Agent for distribution to the Lenders:

                    (a)  ANNUAL   STATEMENTS   AND   CERTIFICATES.    The
Borrower  shall  furnish  to the Agent for distribution to the Lenders as
soon as available, but in no  event  more than ninety (90) days after the
close  of  the  Borrower's  fiscal  years,  (i)  a  copy  of  the  annual
consolidated and consolidating financial  statements in reasonable detail
satisfactory to the Agent relating to the Borrower  and its Subsidiaries,
prepared   in  accordance  with  GAAP  and  examined  and  certified   by
independent certified public accountants satisfactory to the Agent, which
financial statements  shall  include  a  consolidated  and  consolidating
balance sheet of the Borrower and its Subsidiaries as of the  end of such
fiscal year and consolidated and consolidating statements of income, cash
flows  and  changes  in  shareholders  equity  of  the  Borrower  and its
Subsidiaries for such fiscal year, and (ii) a Compliance Certificate,  in
substantially   the  form  attached  to  this  Agreement  as  EXHIBIT  D,
containing a detailed  computation  of  each  financial  covenant in this
Agreement  which  is  applicable for the period reported, a certification
that  no  change  has  occurred  to  the  information  contained  in  the
Collateral Disclosure List  (except as set forth any schedule attached to
the certification) and (iii)  a management letter in the form prepared by
the Borrower's independent certified  public accountants, but only if and
to the extent customarily obtained by the  Borrower.   The  Agent  agrees
that any one of the "Big 6" accounting firms is satisfactory to the Agent
for purposes of this Section 6.1.1(a), except to the extent the Agent  in
its reasonable discretion and based on good faith and legitimate concerns
determines that any such accounting firm would be unacceptable because of
any  conflict  of  interest or any material adverse change affecting such
firm's reliability or financial viability.

                    (b)  ANNUAL  OPINION  OF  ACCOUNTANT.   The  Borrower
shall  furnish  to  the Agent for distribution to the Lenders as soon  as
available, but in no  event more than ninety (90) days after the close of
the Borrower's fiscal years,  a  letter or opinion of the accounting firm
which examined and certified the annual  financial  statement relating to
the  Borrower  and  its  Subsidiaries  stating whether anything  in  such
accounting firm's examination has revealed the occurrence of a Default or
an Event of Default hereunder, and, if so, stating the facts with respect
thereto.

                    (c)  QUARTERLY  STATEMENTS   AND  CERTIFICATES.   The
Borrower shall furnish to the Agent for distribution  to  the  Lenders as
soon  as available, but in no event more than forty-five (45) days  after
the close  of the Borrower's fiscal quarters (other than the final fiscal
quarter), consolidated  and  consolidating balance sheets of the Borrower
and its Subsidiaries as of the  close  of  such  period, consolidated and
consolidating  income,  cash  flows  and  changes in shareholders  equity
statements   for   such   period,  and  a  Compliance   Certificate,   in
substantially  the  form  attached   to  this  Agreement  as  EXHIBIT  D,
containing  a detailed computation of each  financial  covenant  in  this
Agreement which is applicable for the period reported, each prepared by a
Responsible Officer  of  or  on  behalf  of  the  Borrower  in  a  format
acceptable  to  the Agent, all as prepared and certified by a Responsible
Officer of the Borrower  and accompanied by a certificate of that officer
stating whether any event  has occurred which constitutes a Default or an
Event of Default hereunder,  and,  if  so, stating the facts with respect
thereto.

                    (d)  MONTHLY  STATEMENTS   AND   CERTIFICATES.    The
Borrower  shall  furnish  to the Agent for distribution to the Lenders as
soon as available, but in no  event more than thirty-five (35) days after
the close of the Borrower's fiscal months, consolidated and consolidating
balance sheets of the Borrower  and  its  Subsidiaries as of the close of
such  period,  consolidated  and consolidating  income,  cash  flows  and
changes in shareholders equity statements for such period, and a detailed
computation  of  each financial  covenant  in  this  Agreement  which  is
applicable for the  period  reported,  all as prepared and certified by a
Responsible Officer of the Borrower and  accompanied  by a certificate of
that officer stating whether any event has occurred which  constitutes  a
Default  or  an Event of Default hereunder, and, if so, stating the facts
with respect thereto.

                    (e)   MONTHLY REPORTS.  As part of the Borrowing Base
Certificate, the Borrower shall  furnish to the Agent for distribution to
the Lenders within twenty (20) days after the end of each fiscal month, a
report containing the following information:

                         (i) a detailed  aging  schedule  of all Accounts
     for the Borrower and each Subsidiary Guarantor by Account Debtor, in
     such detail, and accompanied by such supporting information,  as the
     Agent may from time to time reasonably request;

                        (ii) a detailed aging of all accounts payable  by
     supplier,  in  such  detail,  and  accompanied  by  such  supporting
     information, as the Agent may from time to time reasonably  request;
     and

                       (iii)  a  listing of all Inventory of the Borrower
     and each Subsidiary Guarantor  by  component, category and location,
     in such detail, and accompanied by such  supporting  information  as
     the Agent may from time to time reasonably request.

                    (f)  ANNUAL  BUDGET AND PROJECTIONS.  Commencing with
fiscal year 1997, the Borrower shall  furnish  to  the  Lender as soon as
available, but in no event later than the 10th day before the end of each
fiscal year:

                         (i) a consolidated and consolidating  budget and
     pro  forma  financial  statements on a month-to-month basis for  the
     following fiscal year, and

                         (ii)   three-year   financial   projections   or
     financial  projections  for  such  lesser  or  greater period to the
     extent routinely prepared by the Borrower in the  ordinary course of
     its business, which projections shall include both  consolidated and
     consolidating  projections  with  respect  to the Borrower  and  its
     Subsidiaries.

                    (g)  AMENDMENTS TO SUBORDINATED  DEBT LOAN DOCUMENTS.
The   Borrower   will  furnish  copies  of  each  amendment,  supplement,
restatement or other  modification  to  any of the Subordinated Debt Loan
Documents executed at any time after the  Closing  Date  on or before the
effective  date  of  such  amendment,  supplement, restatement  or  other
modification.

                    (h)  ADDITIONAL   REPORTS   AND   INFORMATION.    The
Borrower  shall  furnish to the Agent for  distribution  to  the  Lenders
promptly, such additional information, reports or statements as the Agent
and/or any of the Lenders may from time to time reasonably request.

               6.1.2     REPORTS   TO   SEC  AND  TO  STOCKHOLDERS.   The
Borrower  will  furnish  to the Agent for distribution  to  the  Lenders,
promptly upon the filing or  making thereof, at least one (1) copy of all
reports, notices and proxy statements sent by the Parent, the Borrower or
any of their respective Subsidiaries  to  its  stockholders,  and  of all
regular  and  other  reports  filed by the Parent, the Borrower or any of
their  respective  Subsidiaries  with   the   Securities   and   Exchange
Commission.

               6.1.3          RECORDKEEPING, RIGHTS OF INSPECTION,  FIELD
                         EXAMINATION, ETC.

                    (a)  The Borrower shall, and shall cause each of  the
Subsidiary Guarantors to, maintain (i) a standard system of accounting in
accordance  with  GAAP,  and  (ii)  proper books of record and account in
which  full,  true and correct entries  are  made  of  all  dealings  and
transactions in relation to its properties, business and activities.

                    (b)  The  Borrower shall, and shall cause each of its
Subsidiaries to, permit authorized  representatives  of the Agent and any
of the Lenders to visit and inspect the properties of  the  Borrower  and
its  Subsidiaries,  to review, audit, check and inspect the Collateral at
any time with reasonable prior notice prior to the occurrence of an Event
of Default, and without  notice at any time on or after the occurrence of
an Event of Default, to review,  audit, check and inspect the other books
of  record of the Borrower and its  Subsidiaries  at  any  time  with  or
without  notice  and  to  make  abstracts and photocopies thereof, and to
discuss  the affairs, finances and  accounts  of  the  Borrower  and  its
Subsidiaries,   with   the   officers,  directors,  employees  and  other
representatives of the Borrower and its Subsidiaries and their respective
accountants, all at such times  during  normal  business  hours and other
reasonable times and as often as the Agent and/or any of the  Lenders may
reasonably request.

                    (c)  The  Borrower hereby irrevocably authorizes  and
directs all accountants and auditors  employed by the Borrower and/or any
of its Subsidiaries at any time prior to  the  repayment  in  full of the
Obligations to exhibit and deliver to the Agent for distribution  to  the
Lenders  copies  of  any  and  all  of  the  financial  statements, trial
balances, management letters, or other accounting records  of  any nature
of the Borrower and/or any or all of its Subsidiaries in the accountant's
or  auditor's  possession,  and  to disclose to the Agent and any of  the
Lenders any information they may have concerning the financial status and
business  operations  of  the  Borrower   and/or   any   or  all  of  its
Subsidiaries.   Further, the Borrower hereby authorizes all  Governmental
Authorities to furnish  to  the  Agent  for  distribution  to the Lenders
copies of reports or examinations relating to the Borrower and/or  any or
all  Subsidiaries,  whether made by the Borrower or otherwise.  The Agent
agrees that it shall not request any of the foregoing items directly from
any accountants or auditors employed by the Borrower or any Subsidiary at
any time prior to the  occurrence  of  an Event of Default unless (i) the
Agent shall have first requested such items  from  the  Borrower  and the
Borrower  shall  have  failed or is unable to furnish the requested items
promptly and (ii) the Agent  shall  have notified the Borrower and/or the
respective Subsidiary, as appropriate.   Upon the Borrower's request, the
Agent will furnish copies of all items obtained  by  the  Agent  from any
accountants  or  auditors  for  the  Borrower unless the Agent is legally
prohibited from so doing.

                    (d)   All reasonable  costs and expenses incurred by,
or on behalf of, the Agent in connection with  the  conduct of any of the
foregoing shall be part of the Enforcement Costs and  shall be payable to
the  Agent upon demand.  The Borrower acknowledges and agrees  that  such
expenses  may  include,  but shall not be limited to, any and all out-of-
pocket costs and expenses  of  the  Agent's  employees and agents in, and
when,  travelling  to  any  of  the  facilities of the  Borrower  or  any
Subsidiary Guarantor.

               6.1.4          CORPORATE  EXISTENCE.  Except in connection
with consummation of those transactions permitted  by  Section 6.2.1, the
Borrower  shall  maintain,  and  shall cause each of its Subsidiaries  to
maintain, its corporate existence in good standing in the jurisdiction in
which  it is incorporated and in each  other  jurisdiction  where  it  is
required to register or qualify to do business if the failure to do so in
such other  jurisdiction  would have a material adverse effect (i) on the
ability  of the Borrower or  any  Subsidiary  Guarantor  to  perform  the
Obligations,  (ii)  on  the conduct of the operations of the Borrower and
the Subsidiary Guarantors,  taken  as  a whole, (iii) on the consolidated
financial condition of the Borrower and  its  Subsidiaries,  taken  as  a
whole,  or  (iv)  on  the  value  of, or the ability of the Agent and the
Lenders to realize upon, any of the Collateral.

               6.1.5          COMPLIANCE  WITH  LAWS.  The Borrower shall
comply,  and shall cause each of its Subsidiaries  to  comply,  with  all
applicable  Laws  and  observe the valid requirements of all Governmental
Authorities, the noncompliance  with  or the nonobservance of which would
have a material adverse effect (i) on the  ability of the Borrower or any
Subsidiary Guarantor to perform the Obligations,  (ii)  on the conduct of
the operations of the Borrower and the Subsidiary Guarantors,  taken as a
whole, (iii) on the consolidated financial condition of the Borrower  and
its  Subsidiaries,  taken  as  a  whole,  or (iv) on the value of, or the
ability  of  the  Agent  and  the Lenders to realize  upon,  any  of  the
Collateral.

               6.1.6          PRESERVATION   OF  PROPERTIES.   Except  as
otherwise expressly permitted by the provisions  of  this  Agreement, the
Borrower will, and will cause each of its Subsidiaries to, at  all  times
(a) maintain, preserve, protect and keep its material properties, whether
owned  or  leased,  in good operating condition, working order and repair
(ordinary wear and tear  excepted),  and  from time to time will make all
proper  repairs, maintenance, replacements,  additions  and  improvements
thereto needed  to  maintain such properties in good operating condition,
working order and repair,  and  (b)  do  or  cause  to be done all things
necessary to preserve and to keep in full force and effect  its  material
franchises,  leases  of real and personal property, trade names, patents,
trademarks and permits which are necessary for the orderly continuance of
its business.

               6.1.7          LINE   OF   BUSINESS.   The  Borrower  will
continue  and,  will  cause  its  Subsidiaries  to  continue,  to  engage
substantially only in the business of manufacturing,  marketing,  selling
and distributing plastic products.

               6.1.8          INSURANCE.   The  Borrower  will,  and will
cause  each  of  its  Subsidiaries to, at all times maintain with "A"  or
better  rated insurance  companies  such  insurance  as  is  required  by
applicable  Laws and such other insurance, in such amounts, of such types
and   against  such   risks,   hazards,   liabilities,   casualties   and
contingencies as are usually insured against in the same geographic areas
by business  entities  engaged  in the same or similar business.  Without
limiting the generality of the foregoing,  the  Borrower  will,  and will
cause  each  of  its Subsidiaries to, keep adequately insured all of  its
property against loss  or  damage  resulting  from  fire  or  other risks
insured  against  by  extended  coverage  and  maintain  public liability
insurance  against  claims for personal injury, death or property  damage
occurring upon, in or  about any properties occupied or controlled by it,
or arising in any manner  out  of  the  businesses carried on by it.  The
Borrower shall deliver to the Agent on the  Closing  Date (and thereafter
on  each  date  there is a material change in the insurance  coverage)  a
certificate  of a  Responsible  Officer  of  the  Borrower  containing  a
detailed list  of  the  insurance then in effect and stating the names of
the  insurance companies,  the  types,  the  amounts  and  rates  of  the
insurance,  dates  of the expiration thereof and the properties and risks
covered thereby.

               6.1.9          TAXES.   Except  to  the  extent  that  the
validity  or  amount  thereof  is  being  contested  in good faith and by
appropriate proceedings, the Borrower will, and will cause  each  of  its
Subsidiaries,  to  pay and discharge all Taxes prior to the date when the
failure to pay such  Taxes  will  give  rise  to a Default or an Event of
Default.  The Borrower shall furnish to the Agent  at  such  times as the
Agent  may  require  proof  satisfactory  to  the Agent of the making  of
payments  or  deposits  required  by applicable Laws  including,  without
limitation, payments or deposits with  respect to amounts withheld by the
Borrower  and/or any Subsidiary Guarantor  from  wages  and  salaries  of
employees and  amounts  contributed by the Borrower and/or any Subsidiary
Guarantor on account of federal  and  other  income  or  wage  taxes  and
amounts due under the Federal Insurance Contributions Act, as amended.

               6.1.10    ERISA.   The  Borrower will, and will cause each
of  its  Subsidiaries  and  Affiliates  to,  comply   with   the  funding
requirements of ERISA with respect to employee pension benefit  plans for
its  respective  employees.   The Borrower will not permit, and will  not
allow any Subsidiary to permit, with respect to any employee benefit plan
or plans covered by Title IV of  ERISA  (a) any prohibited transaction or
transactions under ERISA or the Internal  Revenue Code, which results, or
would result, in any material liability of the Borrower and/or any of its
Subsidiaries  and  Affiliates,  or  (b)  any Reportable  Event  if,  upon
termination of the plan or plans with respect  to  which one or more such
Reportable Events shall have occurred, there is or would  be any material
liability  of the Borrower and/or any of its Subsidiaries and  Affiliates
to the PBGC.   Upon the Agent's request, the Borrower will deliver to the
Agent a copy of  the  most  recent actuarial report, financial statements
and annual report completed with  respect  to any "defined benefit plan",
as defined in ERISA.

               6.1.11    NOTIFICATION OF EVENTS  OF  DEFAULT  AND ADVERSE
                         DEVELOPMENTS.

     The  Borrower  shall promptly notify the Agent and the Lenders  upon
obtaining knowledge of the occurrence of:

                    (a)  any Event of Default;

                    (b) any Default;

                    (c)  any  litigation instituted or threatened against
     the Borrower or any of its  Subsidiaries  and  of  the  entry of any
     judgment or Lien (other than any Permitted Liens) against any of the
     assets  or  properties  of the Borrower or any Subsidiary where  the
     claims against the Borrower  or  any  Subsidiary  exceed One Million
     Dollars ($1,000,000) and are not covered by insurance;

                    (d)  the  receipt  by the Borrower or any  Subsidiary
     Guarantor  of  any  notice, claim or demand  from  any  Governmental
     Authority  which  alleges   that  the  Borrower  or  any  Subsidiary
     Guarantor is in material violation  of  any  of the terms of, or has
     failed to comply with any applicable material  Laws  regulating  its
     operation   and   business,  including,  but  not  limited  to,  the
     Occupational Safety  and Health Act and the Environmental Protection
     Act, the noncompliance  with  which  would have a materially adverse
     effect on the Borrower and the Subsidiary  Guarantors,  taken  as  a
     whole;

                    (e)  any other development in the business or affairs
     of the Borrower or any  of  its  Subsidiaries  which  is  materially
     adverse to the Borrower and its Subsidiaries taken as a whole;

in  each  case describing in detail satisfactory to the Agent the  nature
thereof and  the  action  the Borrower or any Subsidiary, as the case may
be, proposes to take, if any, with respect thereto.

               6.1.12    HAZARDOUS    MATERIALS;    CONTAMINATION.    The
Borrower agrees to:

                    (a)  give  notice to the Agent immediately  upon
     acquiring knowledge of the  presence of any Hazardous Materials
     or any Hazardous Materials Contamination on any property owned,
     operated  or  controlled  by the  Borrower  or  any  Subsidiary
     Guarantor or for which the Borrower or any Subsidiary Guarantor
     is, or is claimed to be, responsible (provided that such notice
     shall not be required for Hazardous  Materials placed or stored
     on  such  property in accordance with applicable  Laws  in  the
     ordinary course  (including,  without  limitation, quantity) of
     the line of business expressly described  in  this Agreement or
     as described in any Phase I environmental assessments expressly
     referenced herein or in any schedule attached hereto),  with  a
     full description thereof;

                    (b)   promptly   comply   with   any  Laws,  the
     noncompliance with which would have a materially adverse effect
     on the Borrower and the Subsidiary Guarantors, taken as a whole
     or  on  the value of any material portion of the Collateral  or
     the ability  of the Agent to realize upon the value of any such
     Collateral requiring  the  removal,  treatment  or  disposal of
     Hazardous  Materials  or Hazardous Materials Contamination  and
     provide the Agent with reasonably satisfactory evidence of such
     compliance;
                    (c)  as  part   of   the   Obligations,  defend,
     indemnify and hold harmless the Agent, each  of the Lenders and
     each   of   their   respective   agents,  employees,  trustees,
     successors and assigns from any and all claims which may now or
     in the future (whether before or after  the termination of this
     Agreement)  be  asserted  as a result of the  presence  of  any
     Hazardous Materials or any Hazardous Materials Contamination on
     any property owned, operated  or  controlled by the Borrower or
     any  Subsidiary  Guarantor  for  which   the  Borrower  or  any
     Subsidiary Guarantor is, or is claimed to be, responsible which
     claims  relate  to the financing and/or Liens  contemplated  by
     this Agreement, but  which claims do not arise out of the gross
     negligence or willful  misconduct  of  the  Agent or any of the
     Lenders.   The  Borrower  acknowledges  and  agrees  that  this
     indemnification shall survive the termination of this Agreement
     and the Commitments and the payment and performance  of  all of
     the other Obligations.

                    (d)  Within  two (2) months of the Closing Date,
          (i) use its commercially  reasonable  efforts to cause the
          removal of a sump pump at the Aeroquip  facility,  located
          at  Lawrence,  Kansas;  and (ii) furnish to the Agent such
          reports and other information as shall be available to the
          Borrower regarding the removal  of  impacted  contaminated
          soils located at the Evansville, Indiana property  at  the
          drum  storage  pad  and  waste  oil  tank  area based on a
          delineation of the scope and extent of contamination; and

                    (e)  Within nine (9) months of the  Closing Date
          produce   a   report   from   a   qualified  environmental
          consultant, who is reasonably acceptable  to the Agent and
          who certifies as to the removal of impacted soils from the
          Reno, Nevada location (as identified in Geraghty & Miller,
          Inc.'s  Phase  II  Environmental  Site  Assessment,  dated
          January  13,  1997)  exhibiting  TPH  concentrations  that
          exceed the State of Nevada action level of 100 mg/kg.

               6.1.13    FINANCIAL COVENANTS.

                    (a)  TANGIBLE CAPITAL FUNDS.   The  Borrower and
each  of  the  Subsidiary Guarantors, on a consolidated basis,  will
attain a Tangible  Capital  Funds  of  not  less  than the following
amounts as of the following dates:

DATE                                    AMOUNT

December 31, 1997                       $32,000,000
March 31, 1998                          $33,000,000
June 30, 1998                           $33,000,000
September 30, 1998                      $33,500,000
December 31, 1998                       $33,000,000
March 31, 1999                          $33,500,000
June 30, 1999                           $35,000,000
September 30, 1999                      $37,000,000
December 31, 1999                       $41,000,000
March 31, 2000                          $41,500,000
June 30, 2000                           $44,000,000
September 30, 2000                      $50,000,000
December 31, 2000                       $55,000,000
March 31, 2001                          $57,000,000
June 30, 2001                           $60,000,000
September 30, 2001                      $65,000,000
December 31, 2001                       $73,000,000

                    (b)  FUNDED DEBT TO EBITDA .  The  Borrower  and
each  Subsidiary Guarantor, on a consolidated basis, will not at any
time permit  the  ratio  of  (x)  Funded Debt to (y) EBITDA, for the
prior twelve (12) month period, to  be  greater  than  the following
amounts as of the following dates:

DATE                                    RATIO

December 31, 1997                       6.00 to 1.00
March 31, 1998                          6.00 to 1.00
June 30, 1998                           5.00 to 1.00
September 30, 1998                      4.50 to 1.00
December 31, 1998                       4.00 to 1.00
March 31, 1999                          4.00 to 1.00
June 30, 1999                           3.75 to 1.00
September 30, 1999                      3.75 to 1.00
December 31, 1999                       3.50 to 1.00
March 31, 2000                          3.50 to 1.00
June 30, 2000                           3.25 to 1.00
September 30, 2000                      3.25 to 1.00
December 31, 2000                       3.00 to 1.00
March 31, 2001                          3.00 to 1.00
June 30, 2001                           3.00 to 1.00
September 30, 2001                      3.00 to 1.00
December 31, 2001                       3.00 to 1.00

                    (c)  INTEREST COVERAGE RATIO.  The Borrower  and
each Subsidiary Guarantor will maintain, on a consolidated basis and
tested as of the last day of each fiscal quarter in each fiscal year
for  the three (3), six (6), nine (9) or twelve (12) month period of
such fiscal  year,  as appropriate, ending on that date, an Interest
Coverage Ratio of not  less  than  the  following  amounts as of the
following dates:

December 31, 1997                       1.90 to 1.00
March 31, 1998                          1.90 to 1.00
June 30, 1998                           2.00 to 1.00
September 30, 1998                      2.00 to 1.00
December 31, 1998                       2.00 to 1.00
March 31, 1999                          2.00 to 1.00
June 30, 1999                           2.00 to 1.00
September 30, 1999                      2.00 to 1.00
December 31, 1999                       2.50 to 1.00
March 31, 2000                          2.50 to 1.00
June 30, 2000                           2.50 to 1.00
September 30, 2000                      2.50 to 1.00
December 31, 2000                       2.50 to 1.00
March 31, 2001                          2.50 to 1.00
June 30, 2001                           2.50 to 1.00
September 30, 2001                      2.50 to 1.00
December 31, 2001                       2.50 to 1.00

                    (d)  FIXED CHARGE COVERAGE RATIO.   The Borrower
and   each   of   the  Subsidiary  Guarantor  will  maintain,  on  a
consolidated basis  and  tested  as  of the last day of  each fiscal
year, a Fixed Charge Coverage Ratio of  not  less than the following
amounts as of the following dates:

PERIOD                                  RATIO

December 31, 1997                       0.90 to 1.00
December 31, 1998                       1.00 to 1.00
December 31, 1999                       1.00 to 1.00
December 31, 2000                       1.00 to 1.00
December 31, 2001                       1.00 to 1.00

                    (e)  DEBT SERVICE COVERAGE  RATIO.  The Borrower
and each Subsidiary Guarantor will maintain, on a consolidated basis
and tested as of the last day of each fiscal quarter  in each fiscal
year  for  the  three  (3),  six (6), nine (9) or twelve (12)  month
period of such fiscal year, as  appropriate,  ending on that date, a
Debt Service Coverage Ratio of not less than 1.50 to 1.0.

               6.1.14    COLLECTION   OF   ACCOUNTS.     Until   the
occurrence of an Event of Default, the Borrower and its Subsidiaries
shall  at  their own expense have the privilege for the account  of,
and in trust  for,  the  Agent  and  the Lenders of collecting their
Accounts and receiving in respect thereto  all  Items of Payment and
shall otherwise completely service all of the Accounts including (a)
the billing, posting and maintaining of complete  records applicable
thereto, (b) the taking of such action with respect  to the Accounts
as  each  of  the  Borrower  and  each of the Subsidiaries may  deem
advisable; and (c) the granting, in the ordinary course of business,
to any Account Debtor, any rebate, refund or adjustment to which the
Account  Debtor  may  be  lawfully  entitled,  and  may  accept,  in
connection therewith, the return of goods,  the  sale  or  lease  of
which  shall  have  given rise to an Account and may take such other
actions relating to the  settling  of  any Account Debtor's claim as
may be commercially reasonable.  The Agent  may,  at  its option, at
any time or from time to time after and during the continuance of an
Event of Default hereunder, revoke the collection privilege given in
this Agreement to the Borrower and its Subsidiaries by either giving
notice  of  its  assignment  of, and Lien on the Collateral  to  the
Account Debtors or giving notice of such revocation to the Borrower.
The  Agent  shall not have any duty  to,  and  the  Borrower  hereby
releases the Agent and the Lenders from all claims of loss or damage
caused by the  delay  or  failure  to  collect or enforce any of the
Accounts or to preserve any rights against  any  other party with an
interest  in the Collateral, unless due to the gross  negligence  or
willful misconduct of the Agent and/or any of the Lenders.

               6.1.15    GOVERNMENT  ACCOUNTS.   The  Borrower  will
immediately  notify  the  Agent  if any of the Accounts arise out of
contracts  with the United States or  with  any  other  Governmental
Authority, which  Accounts, individually or in the aggregate, exceed
One Hundred Thousand Dollars ($100,000) and, as appropriate, execute
and,  cause each Subsidiary  Guarantor  to  execute,  any  Financing
Documents  and  take  any  steps  required  by the Agent in order to
comply  with  the  Federal Assignment of Claims  Act  or  any  other
applicable Laws.

               6.1.16    INVENTORY.   With respect to the Inventory,
the Borrower and its Subsidiaries will  keep  correct  and  accurate
records  itemizing  and  describing the kind, type, and quantity  of
Inventory, the Borrower's  and  Subsidiaries'  cost therefor and the
selling price thereof, all of which records shall  be  available  to
the  officers,  employees  or  agents  of  the Agent upon demand for
inspection and copying thereof.  The Borrower  and  its Subsidiaries
shall  be  permitted  to  sell Inventory in the ordinary  course  of
business until such time as  the  Agent notifies the Borrower to the
contrary following the occurrence of an Event of Default.

               6.1.17  INSURANCE WITH RESPECT TO EQUIPMENT
                       AND INVENTORY.

     The  Borrower  will  (a)  maintain   and   cause  each  of  its
Subsidiaries  to  maintain hazard insurance with fire  and  extended
coverage and naming  the  Agent  as  an additional insured with loss
payable to the Agent as its respective  interest  may  appear on the
Equipment  and  Inventory  in  an amount at least equal to the  fair
market  value  of the Equipment and  Inventory  (but  in  any  event
sufficient  to  avoid  any  co-insurance  obligations)  and  with  a
specific endorsement to each such insurance policy pursuant to which
the insurer agrees  to  give  the  Agent  at  least thirty (30) days
written  notice  before  any  alteration  or  cancellation  of  such
insurance policy and that no act or default of  the  Borrower or any
Subsidiary shall affect the right of the Agent to recover under such
policy in the event of loss or damage; and (b) file, and  cause each
of  its  Subsidiaries  to file, with the Agent, upon its request,  a
detailed list of the insurance  then in effect and stating the names
of the insurance companies, the amounts  and rates of the insurance,
dates of the expiration thereof and the properties and risks covered
thereby.

               6.1.18    MAINTENANCE OF THE  COLLATERAL.   Except as
permitted  by  Section  6.2.1, the Borrower will maintain, and  will
cause each of the Subsidiary  Guarantors to maintain, the Collateral
in good working order, saving and excepting ordinary wear and tear.

               6.1.19    DEFENSE OF TITLE AND FURTHER ASSURANCES.

     At its expense, the Borrower  will  defend  the  title  to  the
Collateral  (and  any  part  thereof), and will immediately execute,
acknowledge  and deliver and, cause  each  Subsidiary  Guarantor  to
execute, acknowledge  and deliver, any financing statement, renewal,
affidavit,  deed,  assignment,   continuation   statement,  security
agreement, certificate or other document which the Agent may require
in  order to perfect, preserve, maintain, continue,  protect  and/or
extend  the  Lien  or  security  interest  granted or required to be
granted to the Agent, for the benefit of the Lenders ratably and the
Agent, under the terms of this Agreement and/or  under  any  of  the
other  Financing  Documents  and  the  first  priority of that Lien,
subject only to the Permitted Liens.  The Borrower will from time to
time do, and, will cause each of the Subsidiary  Guarantors  to  do,
whatever  the  Agent  may  reasonably  require  by way of obtaining,
executing,   delivering,   and/or   filing   financing   statements,
landlords'  or mortgagees' waivers, notices of assignment and  other
notices and amendments  and  renewals  thereof and the Borrower will
take and, will cause each of the Subsidiary  Guarantors to take, any
and all steps and observe such formalities as the Agent may require,
in  order to create and maintain a valid Lien upon,  pledge  of,  or
paramount  security  interest  in (subject only to Permitted Liens),
the Collateral (including as and  to  the  extent required to comply
with the provisions of Section 3.7 of this Agreement),  subject only
to the Permitted Liens.  The Agent understands and will require that
the  Borrower  only  use  commercially reasonable efforts to  obtain
landlord's and mortgagee's  waivers  requested  by  the  Agent.  The
Borrower  shall  pay  to  the  Agent on demand all taxes, costs  and
expenses incurred by the Agent in  connection  with the preparation,
execution, recording and filing of any such document  or instrument.
To the extent that the proceeds of any of the Accounts  are expected
to  become  subject  to the control of, or in the possession  of,  a
party other than the Borrower  or  a  Subsidiary  Guarantor  or  the
Agent,  the  Borrower  shall  use commercially reasonable efforts to
cause all such parties to execute  and  deliver  security documents,
financing statements or other documents as requested  by  the  Agent
and  as  may  be  necessary  to evidence and/or perfect the security
interest of the Agent, for the  benefit  of  the Lenders ratably and
the Agent in those proceeds.  The Borrower agrees  that  a copy of a
fully  executed security agreement and/or financing statement  shall
be sufficient  to  satisfy  for  all  purposes the requirements of a
financing  statement as set forth in Article  9  of  the  applicable
Uniform Commercial  Code.   The Borrower hereby irrevocably appoints
the  Agent  as  the  Borrower's  attorney-in-fact,   with  power  of
substitution,  in  the  name  of  the  Agent or in the name  of  the
Borrower  or otherwise, for the use and benefit  of  the  Agent  for
itself and  the Lenders, but at the cost and expense of the Borrower
and without notice  to  the Borrower, to execute and deliver any and
all of the instruments and other documents and take any action which
the Lender may require pursuant  to the foregoing provisions of this
Section 6.1.19.

               6.1.20    BUSINESS  NAMES;  LOCATIONS.   The Borrower
will  notify  and cause each of the Subsidiary Guarantors to  notify
the Agent not less  than thirty (30) days prior to (a) any change in
the name under which  the  Borrower  or  the  applicable  Subsidiary
Guarantor  conducts its business, (b) any change of the location  of
the chief executive  office of the applicable Borrower or Subsidiary
Guarantor, and (c) the opening of any new place of business, and (d)
any change in the location  of  the  places where the Collateral, or
any part thereof, or the books and records, or any part thereof, are
kept  to the extent any such change in  location  would  in  and  of
itself  then  or  with the passage of time result in any Lien of the
Agent and the Lenders  not being perfected unless action is taken by
the Agent and/or any other  Person to continue, extend or effect the
perfection of such Lien.

               6.1.21    SUBSEQUENT   OPINION   OF   COUNSEL  AS  TO
                         RECORDING REQUIREMENTS.

     In  the  event  that  the Borrower or any Subsidiary  Guarantor
shall transfer its principal  place  of business or the office where
it keeps its records pertaining to the  Collateral, upon the Agent's
reasonable  request  the  Borrower  will  provide  to  the  Agent  a
subsequent opinion of counsel as to the filing,  recording and other
requirements  with which the Borrower and the Subsidiary  Guarantors
have complied to maintain the Lien and security interest in favor of
the Agent, for  the  ratable  benefit  of  the  Lenders  and for the
benefit of the Agent with respect to the Agent's Obligations, in the
Collateral.

               6.1.22    USE   OF   PREMISES   AND  EQUIPMENT.   The
Borrower agrees that until the Obligations are fully paid and all of
the Commitments and the Letters of Credit and Bond Letters of Credit
have been terminated or have expired, the Agent (a) after and during
the  continuance of a Default or an Event of Default,  may  use  the
Borrower's   owned   or  leased  lifts,  hoists,  trucks  and  other
facilities or equipment for handling or removing the Collateral; and
(b) shall have, and is hereby granted, a right of ingress and egress
to the places where the  Collateral is located, and may proceed over
and through the Borrower's owned or leased property.

               6.1.23    PROTECTION  OF  COLLATERAL.   The  Borrower
agrees  that the Agent may at any time following an Event of Default
take such  steps  as the Agent deems reasonably necessary to protect
the interest of the  Agent  and  the Lenders in, and to preserve the
Collateral, including, the hiring  of  such  security  guards or the
placing  of  other  security protection measures as the Agent  deems
appropriate, may employ  and  maintain  at the Borrower's premises a
custodian who shall have full authority to  do all acts necessary to
protect  the  interests  of  the  Agent  and  the  Lenders   in  the
Collateral.  The Borrower agrees to cooperate fully with the Agent's
efforts  to  preserve  the Collateral and will take such actions  to
preserve the Collateral  as the Agent may reasonably direct.  All of
the  Agent's  reasonable  expenses  of  preserving  the  Collateral,
including any reasonable expenses  relating  to the compensation and
bonding of a custodian, shall part of the Enforcement Costs.

               6.1.24    APPLICATION OF NET CASUALTY  PROCEEDS.  The
Borrower  agrees  that  Net  Casualty Proceeds with respect  to  any
Assets  of the Borrower and/or  any  Subsidiary  Guarantor  must  be
applied to  either  (a)  the  payment  of the Obligations or (b) the
repair, replacement and/or restoration of  the  Assets affected, and
without the prior written consent of the Agent for no other purpose.
The  Agent shall determine, in its sole discretion,  the  manner  in
which  Net  Casualty Proceeds are to be applied if the amount of the
Net Casualty Proceeds exceeds, individually or in the aggregate, One
Million Dollars  ($1,000,000)  or  if  there  exists a Default or an
Event of Default.

     SECTION 6.2    NEGATIVE  COVENANTS.   So long  as  any  of  the
Obligations or the Commitments or Letters of  Credit or Bond Letters
of Credit shall be outstanding, the Borrower agrees  with  the Agent
and the Lenders that:

               6.2.1          CAPITAL STRUCTURE, MERGER, ACQUISITION
                         OR SALE OF ASSETS.

          Except as otherwise permitted by the provisions of Section
6.2.3,  the  Borrower  will  not  alter  or  amend,  or  permit  any
Subsidiary  Guarantor  to  alter  or  amend,  its capital structure,
authorize any additional class of equity, issue  any stock or equity
of   any   class,   enter  into  any  merger  or  consolidation   or
amalgamation,  windup   or   dissolve   themselves  (or  suffer  any
liquidation or dissolution) or acquire all  or substantially all the
Assets of any Person, or sell, lease or otherwise  dispose of any of
its Assets; except that prior to the occurrence of a  Default  or an
Event of Default, the following shall be permitted:

               (a)  Permitted Acquisitions;

               (b)  Permitted Asset Dispositions;

               (c)  mergers  or consolidations (i) among and between
     the Borrower and/or any Subsidiary Guarantor and (ii) among and
     between any Subsidiaries  of the Borrower other than Subsidiary
     Guarantors; provided, that  after  closing  and consummation of
     any such merger or consolidation involving the  Borrower or any
     Subsidiary  Guarantor (x) the Borrower is the surviving  entity
     if the Borrower is a party to such merger or consolidation, (y)
     the Agent and  the Lenders retain a first priority Lien on, and
     assignment of, one  hundred percent (100%) of the capital stock
     of  all  surviving  Subsidiary   Guarantors,  subject  only  to
     Permitted Liens, and a first priority Lien on all of the Assets
     of  the  Borrower  and of each surviving  Subsidiary  Guarantor
     which had been pledged  or  required  to  be  pledged under the
     provisions   of   this  Agreement  prior  to  such  merger   or
     consolidation, subject  only to Permitted Liens, and (z) in any
     merger or consolidation involving  only  Subsidiary Guarantors,
     the surviving entity qualifies or continues  to  qualify  as  a
     Subsidiary  Guarantor  in  accordance  with  the  provisions of
     Section 6.2.2 of this Agreement;

               (d) investments as and to the extent permitted by the
     provisions  of  Section  6.2.5  of  this  Agreement, including,
     without limitation, the issuance of equity by any Subsidiary to
     the Borrower or another Subsidiary;

               (e) the use and disposition of Net  CasualtyProceeds,
     but  only as and to the extent permitted by the  provisions  of
     Section 6.1.24 of this Agreement;
               (f)   the   sale  and  transfer  of  all  issued  and
     outstanding capital stock  of  Venture  Southeast  and  Venture
     Midwest   to   the  Borrower  and  the  merger,  consolidation,
     liquidation  or  dissolution   of   Berry   Venture,   all   as
     contemplated  by the Venture Stock Purchase/Merger Transaction;
     and

               (h) South Carolina IRB Lease Transfers.

Any consent of the Agent  to  an  Asset  disposition  which does not
constitute  a  Permitted Asset Disposition may be conditioned  on  a
specified  use  of   the   Net  Proceeds  generated  by  such  Asset
Disposition, provided, however,  that  the Agent and the Lenders (i)
acknowledge that in the case of a disposition  of  assets subject to
the South Carolina IRB Lease Agreement, the proceeds  must  be first
applied to repay the South Carolina IRB, but (ii) reserve all rights
and  remedies  (including,  without  limitation, those arising under
Section 6.1.19 and comparable provisions  of the Security Agreement)
in the right of the Borrower or any one or more of the Guarantors to
receive  the proceeds of such repayment as a  holder  of  the  South
Carolina Bond or otherwise.

               6.2.2     SUBSIDIARIES.  The Borrower will not create
or acquire,  or  permit  any  Subsidiary  to  create or acquire, any
Subsidiaries  other  than  (i)  the Subsidiaries identified  on  the
Collateral Disclosure List, as updated  through  the  date  of  this
Agreement  and  (ii)  the  creation  or  acquisition  of  Subsidiary
Guarantors.   In  order  to  qualify,  after the Closing Date, as  a
Subsidiary  Guarantor  under the provisions  of  this  Agreement,  a
Subsidiary must (i) be an acquisition permitted by the provisions of
this Agreement or be created  solely  to  consummate  an acquisition
permitted  by  the  provisions  of this Agreement, (ii) execute  and
deliver to the Agent a guaranty agreement  substantially in the form
of the Guaranty, (iii) grant to the Agent and  the  Lenders  a first
priority Lien on all Assets and property of such Subsidiary, subject
only to Permitted Liens, all in accordance with the terms of one  or
more Financing Documents as and to the extent reasonably required by
the Agent, and (iv) be a domestic Subsidiary.

               6.2.3     PURCHASE   OR   REDEMPTION  OF  SECURITIES,
                         DIVIDEND RESTRICTIONS.

     The  Borrower  will  not  (i)  purchase,  redeem  or  otherwise
acquire, or permit any Subsidiary to purchase, redeem  or  otherwise
acquire, any shares of the Borrower's capital stock or warrants  now
or  hereafter  outstanding,  (ii)  declare  or pay any Distributions
(other  than stock dividends) or set aside any  funds  therefor,  or
(iii)  apply  any  of  its  property  or  Assets  to  the  purchase,
redemption or other retirement of, set apart any sum for the payment
of any Distributions  on,  or for the purchase, redemption, or other
retirement of, make any Distributions  by  reduction  of  capital or
otherwise in respect of, any shares of any class of capital stock or
warrants  of  the  Borrower,  except  for  (i)  Distributions by the
Borrower to the Parent pursuant to a certain Tax  Sharing  Agreement
dated  as  of  April  21,  1994  by and between the Borrower and the
Parent, as amended through the Closing  Date, and as the same may be
further amended from time to time in a manner that is not materially
adverse to the Borrower, (ii) Distributions  by  the Borrower to the
Parent to enable the Parent to pay its operating and  administrative
expenses, including, without limitation, directors fees,  legal  and
audit   expenses,  Securities  and  Exchange  Commission  compliance
expenses  and  corporate franchise and other Taxes, not to exceed in
any fiscal year  Five  Hundred  Thousand  Dollars  ($500,000), (iii)
Distributions  by the Borrower to the Parent to pay management  fees
not to exceed Seven Hundred Fifty Thousand Dollars ($750,000) in any
fiscal year of the  Borrower,  (iv)  Distributions  to the Parent to
enable  the  Parent  to  repurchase any capital stock owned  by  any
Person employed by the Parent  and/or the Borrower if such Person is
no  longer  so employed, provided,  that  the  aggregate  amount  of
Distributions  for this purpose shall not exceed One Million Dollars
($1,000,000) per  annum, and (v) so long as the same may be effected
with the payment of  nominal  consideration,  the  redemption of the
South  Carolina IRB in conjunction with the exercise  of  the  South
Carolina IRB Lease Purchase Option.

               6.2.4     INDEBTEDNESS.    The   Borrower   will  not
create,  incur,  assume or suffer to exist, or permit any Subsidiary
to create, incur,  assume  or  suffer to exist, any Indebtedness for
Borrowed Money, except:

                    (a) the Obligations;

                    (b) current  accounts  payable  arising  in  the
     ordinary course;

                    (c) Indebtedness secured by Permitted Liens;

                    (d) Subordinated Indebtedness; provided that the
     principal  amount  of  all such Subordinated Indebtedness shall
     not  at  any time exceed,  in  the  aggregate,  Twenty  Million
     Dollars ($20,000,000);

                    (e)  Indebtedness  of  the  Borrower  and/or any
     Subsidiary  existing  on  the date hereof and reflected on  the
     financial  statements  furnished  pursuant  to  Section  4.1.11
     (Financial Condition);

                    (f)  Unsecured   letters   of  credit,  bankers'
     acceptances   and/or  (1)  secured  Interest  Rate   Protection
     Agreements between  the  Borrower or a Subsidiary Guarantor and
     NationsBank  and/or  (2)  unsecured  Interest  Rate  Protection
     Agreements between the Borrower  or  a Subsidiary Guarantor and
     any other financial institution, providing  for the transfer or
     mitigation  of  foreign exchange risks or interest  rate  risks
     either generally or under specific contingencies;

                    (g)  Indebtedness for Borrowed Money incurred by
     the Borrower or any Subsidiary  Guarantor  incurred  after  the
     Closing Date; provided, that (i) such Indebtedness for Borrowed
     Money is incurred on account of purchase money or finance lease
     arrangements  of  Assets (other than real property) acquired by
     the Borrower or a Subsidiary  Guarantor after the Closing Date,
     (ii) each such purchase money or finance lease arrangement does
     not exceed the cost of the Assets acquired or leased, (iii) any
     Lien securing such purchase money  or finance lease arrangement
     does  not  extend  to any Assets or property  other  than  that
     purchased  or  leased,   and   (iv)  the  aggregate  amount  of
     Indebtedness for Borrowed Money  under  and  in connection with
     all such purchase money and/or finance lease arrangements shall
     not exceed, in the aggregate, the sum of Five  Hundred Thousand
     Dollars ($500,000);

                    (h)  Capital Leases;

                    (i)  Indebtedness  for  Borrowed  Money  of  the
     Borrower to any Guarantor or of any  Guarantor to  the Borrower
     or any other Guarantor;

                    (j)  Indebtedness  for  Borrowed  Money as   set
     forth on Schedule 4.1.14 of this Agreement;

                    (k)  Other  unsecured Indebtedness for  Borrowed
     Money in aggregate principal  amount  not to exceed at any time
     One Million Dollars ($1,000,000); and

                    (l) Indebtedness permitted under the  provisions
     of Section 6.2.5.

                    (m)  any  refinancing, replacement,  repurchase,
     defeasance,   redemption   or   refunding   of   any   existing
     Indebtedness for Borrowed Money  permitted by the provisions of
     this Agreement; provided, that (1)  the principal amount of any
     Indebtedness  for Borrowed Money used  to  refinance,  replace,
     repurchase,   defease,   redeem   or   refund   such   existing
     Indebtedness  for   Borrowed   Money   (each   a   "Refinancing
     Indebtedness")  does not exceed the then outstanding  principal
     balance of the Indebtedness  for  Borrowed Money so refinanced,
     replaced, repurchased, defeased, redeemed  or refunded, (2) the
     Weighted   Average   Life   to   Maturity  of  any  Refinancing
     Indebtedness is equal to or greater  than  the Weighted Average
     Life to Maturity of the Indebtedness for Borrowed  Money  being
     so  refinanced,  replaced,  repurchased,  defeased, redeemed or
     refunded by the Refinancing Indebtedness, (3)  the terms of the
     Refinancing Indebtedness are not materially more restrictive or
     limiting  on the Borrower or any Subsidiary Guarantor,  as  the
     case may be,  than  the  terms of the Indebtedness for Borrowed
     Money  being  refinanced,  replaced,   repurchased,   defeased,
     redeemed  or  refunded,  as  determined  by  the  Agent  in its
     reasonable  discretion,  and  (4)  if  and  to  the  extent the
     Refinancing  Indebtedness  is  intended  to refinance, replace,
     repurchase,  defeasance,  redemption  or  refund   Subordinated
     Indebtedness, then the Refinancing Indebtedness is subordinated
     in  right  of  payment to the Obligations on terms at least  as
     favorable to the  Agent and the Lenders as those then governing
     the  Subordinated  Indebtedness  to  be  refinanced,  replaced,
     repurchased, defeased,  redeemed  or refunded.  As used herein,
     the term "Weighted Average Life to  Maturity"  when  applied to
     any  Indebtedness for Borrowed Money (including any Refinancing
     Indebtedness)  means  at any date, the number of years obtained
     by dividing (a) the sum of the products obtained by multiplying
     (x)  the amount of each  then  remaining  installment,  sinking
     fund,  serial  maturity or other required payment of principal,
     including payment at final maturity, in respect thereof, by (y)
     the number of years  (calculated  to  the  nearest one-twelfth)
     that will elapse between each such date and  the making of each
     such payment, by (b) the then outstanding principal  amount  of
     such Indebtedness for Borrowed Money.

Notwithstanding   the   foregoing,  neither  the  Borrower  nor  any
Subsidiary Guarantor shall  be permitted to create, incur, assume or
suffer to exist any additional  Indebtedness  for  Borrower Money at
any time after the occurrence of a Default or an Event of Default or
if and to the extent any such additional Indebtedness  for  Borrowed
Money would give rise to a Default or an Event of Default.

               6.2.5      INVESTMENTS,LOANS AND OTHER TRANSACTIONS.

     Except  as otherwise provided in this Agreement,  the  Borrower
will not, and  will not permit any of its Subsidiaries to, (a) make,
assume, acquire  or  continue  to  hold  any  investment in any real
property  (unless  used in connection with their  business)  or  any
Person, whether by stock purchase, capital contribution, acquisition
of Indebtedness of such  Person  or  otherwise  (including,  without
limitation, investments in any joint venture or partnership), except
for  (i)  Permitted  Acquisitions, (ii) replacements of Assets which
are the subject of a Permitted  Asset  Disposition  made pursuant to
clause  (f) of the definition of Permitted Asset Disposition,  (iii)
those investments  existing  as of the Closing Date and reflected on
the  financial  statements  furnished  pursuant  to  Section  4.1.11
(Financial Condition), (iv) any  investments  in  Cash  Equivalents,
which, if requested by the Agent, are pledged to the Agent,  for the
ratable benefit of the Lenders and for the benefit of the Agent with
respect  to the Agent's Obligations, as collateral and security  for
the Obligations (v) those investments more particularly set forth in
Schedule  6.2.5   attached  hereto  and  made  a  part  hereof  (the
"Permitted Investments"),  (vi) the Borrower's acquisition, creation
or ownership of any Subsidiary  Guarantor, including, the Borrower's
existing or additional capital contributions  in any such Subsidiary
Guarantor, (vii) the receipt of Indebtedness for  Borrowed  Money by
the Borrower or any Subsidiary Guarantor which represents payment to
the  Borrower  or  a Subsidiary Guarantor, as the case may be, of  a
portion of the purchase  price payable to the Borrower in connection
with a Permitted Asset Disposition;  provided that, upon the Agent's
demand, the Borrower and/or the Subsidiary  Guarantor,  as  the case
may, shall take all such actions as shall be reasonably requested by
the  Agent  to  grant  to  the Agent for its benefit and the ratable
benefit of the Lenders a perfected Lien on any such Indebtedness for
Borrowed Money and provided further that the principal amount of all
such Indebtedness for Borrowed Money shall not exceed at any time in
the  aggregate  Five  Hundred  Thousand  Dollars  ($500,000),  (vii)
investments permitted by Section  6.2.1,  an  (viii)  the  sale  and
transfer  of  all  issued  and  outstanding capital stock of Venture
Southeast  and  Venture Midwest to  the  Borrower  and  the  merger,
consolidation, liquidation  or  dissolution of Berry Venture, all as
contemplated by the Venture Stock  Purchase/Merger  Transaction, (b)
guaranty   or   otherwise   become   contingently  liable  for   the
Indebtedness or obligations of any Person,  except that the Borrower
and any Subsidiary Guarantor shall be permitted  to guaranty (1) any
Indebtedness  for Borrowed Money of the Borrower or  any  Subsidiary
Guarantor otherwise  permitted by the provisions of Section 6.2.4 of
this Agreement, (2) the  endorsement  of  negotiable instruments for
deposit or collection or similar transactions in the ordinary course
of  business,  (3)  the  obligations  of  the  Borrower   under  the
Subordinated   Debt  and  the  Senior  Secured  Debt,  and  (4)  the
Obligations, or  (c) make any loans or advances, or otherwise extend
credit to any Person,  except  (1)  any  advance  to  an  officer or
employee  of  the  Borrower  or  any  Subsidiary for travel or other
business expenses in the ordinary course  of business, provided that
the aggregate amount of all such advances by all of the Borrower and
its Subsidiaries (taken as a whole) outstanding  at  any  time shall
not  exceed  Five  Hundred  Thousand  Dollars  ($500,000), (2) trade
credit extended to customers in the ordinary course of business, (3)
ordinary  course  advances  to  customers  in  connection  with  the
production  of molds and related materials, (4) South  Carolina  IRB
Lease Transfers,  and  (5)  ordinary course working capital advances
and loans to and from the Borrower  to any Guarantor and to and from
any Guarantor to the Borrower or any other Guarantor.

               6.2.6          CAPITAL   EXPENDITURES.    Except  for
Permitted  Acquisitions  and  permitted  reinvestments  of Permitted
Asset  Dispositions, the Borrower will not, and will not permit  any
Subsidiary to, directly or indirectly, make any Capital Expenditures
in the aggregate  for  the Borrower and its Subsidiaries (taken as a
whole) in amount which exceed  the  following  amounts  at  any time
during  the  following  fiscal  years  (for  each  fiscal  year, the
"Capital Expenditure Ceiling"):

FISCAL YEAR                   CAPITAL EXPENDITURE CEILING

1997                               $19,000,000
1998                               $23,000,000
1999                               $26,000,000
2000                               $27,000,000
2001                               $29,000,000

If in any given fiscal year, the total Capital Expenditures  of  the
Borrower  and  its Subsidiaries, taken as a whole, are less than the
applicable Capital  Expenditure  Ceiling  for  that fiscal year, the
unused portion of the amount permitted for Capital Expenditures (the
"Carry  Forward  Amount')  may  be used to increase  the  applicable
Capital  Expenditure Ceiling for the  then  next  succeeding  fiscal
year.  The  Carry Forward Amount for any given fiscal year cannot be
carried forward for more than one (1) fiscal year.

               6.2.7          STOCK  OF  SUBSIDIARIES.  The Borrower
will not sell or otherwise dispose of any shares of capital stock of
any Subsidiary (except as necessary or incident  to  any transaction
permitted by Sections 6.2.1 or 6.2.6 above) or permit any Subsidiary
to issue any additional shares of its capital stock except  PRO RATA
to its stockholders.

               6.2.8          SUBORDINATED     INDEBTEDNESS.     The
Borrower will not, and will not permit any Subsidiary to make:

                    (a)   (i)   any  payment  on  account   of   the
     Subordinated Debt in violation  of the subordination provisions
     relating to such Subordinated Debt,  or  (ii)  any  payment  on
     account  of any other Subordinated Indebtedness in violation of
     the subordination  provisions  relating  to  such  Subordinated
     Indebtedness;

                    (b)  any  amendment  or modification of  to  the
     documents evidencing or securing the Subordinated Indebtedness;
     and

                    (c) any payment of principal  or interest on the
     Subordinated  Indebtedness  other  than when due,  except  that
     Subordinated    Indebtedness   may   be   prepaid,    redeemed,
     repurchased, refinanced,  replaced,  refunded  or defeased from
     the proceeds of any  offering of Securities or Indebtedness  by
     the  Parent  or the Borrower; provided that at the time of such
     prepayment there  does  not  exist  a  Default  or  an Event of
     Default  and  provided  that  such  offering  of Securities  or
     Indebtedness is otherwise permitted by the provisions  of  this
     Agreement.

               6.2.9          LIENS.   The  Borrower  agrees that it
(a) will not create, incur, assume or suffer to exist any  Lien upon
any  of  its  properties  or  Assets, whether now owned or hereafter
acquired, or permit any Subsidiary  so  to  do, except for (i) Liens
securing  the  Obligations and (ii) Permitted Liens,  (b)  will  not
allow or suffer to exist any Permitted Liens to be superior to Liens
securing the Obligations,  or permit any Subsidiary so to do, except
for (i) statutory landlord's  Liens  with respect to which the Agent
has  not  obtained  a  landlord's  waiver  and  subordination,  (ii)
existing Liens securing Indebtedness for Borrowed Money under and in
connection with the Bonds, and (iii) Liens which  have priority as a
matter of law and which do not otherwise constitute  or give rise to
a  Default  or  an  Event  of  Default  and for which the Agent  has
established a reserve against the Borrowing  Base in an amount to be
determined by the Agent in its reasonable discretion,  (c) except as
otherwise  permitted by the provisions of this Agreement,  will  not
enter into any  contracts  for  the  consignment  of goods, will not
execute  or  suffer  the filing of any financing statements  or  the
posting of any signs giving notice of consignments, and will not, as
a  material part of its  business,  engage  in  the  sale  of  goods
belonging to others, or permit any Subsidiary so to do, and (d) will
not  allow  or  suffer to exist the failure of any Lien described in
the Security Documents  to  attach  to,  and/or  remain at all times
perfected  on,  any  of  the  property  described  in  the  Security
Documents, except with respect to any Assets disposed of  as part of
a Permitted Asset Disposition.

               6.2.10    TRANSACTIONS WITH AFFILIATES.  Neither  the
Borrower nor any of its Subsidiaries will enter into any transaction
with  any  Affiliate  except  in the ordinary course of business, in
each  case, upon terms no less favorable  to  the  Borrower  or  any
Subsidiary  then  would  be  obtained in an arms-length, third party
transaction.  The foregoing provision  shall  not  restrict  (i) any
employment  agreement  entered  into  by  the Borrower or any of its
Subsidiaries in the ordinary course of business  and consistent with
the past practices of the Borrower and/or any such  Subsidiary, (ii)
transactions  between  or  among the Borrower and/or the  Subsidiary
Guarantors, (iii) transactions  between First Atlantic Capital, Ltd.
("First  Atlantic"), pursuant to the  Second  Amended  and  Restated
Management  Agreement  dated  as of June 18, 1996, as amended to the
date hereof or otherwise amended  with  the  Agent's  prior  written
consent  (solely  for  purposes  of this Section 6.2.10, between the
Borrower  and  First Atlantic, (iv)  the  payment  of  Distributions
permitted by Section  6.2.3,  and (v) any transaction fee payable to
First Atlantic not to exceed $1,250,000 per transaction.

               6.2.11    ERISA COMPLIANCE.  Neither the Borrower nor
any Commonly Controlled Entity  shall:   (a) engage in or permit any
"prohibited  transaction"  (as  defined  in ERISA);  (b)  cause  any
"accumulated  funding deficiency" as defined  in  ERISA  and/or  the
Internal Revenue  Code;  (c)  terminate any pension plan in a manner
which could result in the imposition  of  a  lien on the property of
the  Borrower pursuant to ERISA; (d) terminate  or  consent  to  the
termination  of  any  Multiemployer Plan; or (e) incur a complete or
partial withdrawal with respect to any Multiemployer Plan.

               6.2.12    PROHIBITION  ON  HAZARDOUS  MATERIALS.  The
Borrower  shall  not  place,  manufacture or store or permit  to  be
placed,  manufactured  or stored  any  Hazardous  Materials  on  any
property owned, operated  or controlled by the Borrower or for which
the Borrower is responsible other than Hazardous Materials placed or
stored on such property in  accordance  with  applicable Laws in the
ordinary course of the Borrower's or any tenant's business expressly
described in this Agreement, or permit any Subsidiary to do so.

               6.2.13    AMENDMENTS.  The Borrower will not amend or
agree to amend any of the Subordinated Debt Loan  Documents,  any of
the Senior Secured Debt Loan Documents, any of the PackerWare Merger
Agreement  Documents and/or any of the Venture Stock Purchase/Merger
Documents, other than in the normal course of business.

               6.2.14    METHOD  OF  ACCOUNTING;  FISCAL  YEAR.  The
Borrower agrees that:

                    (a)  it   shall   not   change,  or  permit  any
Subsidiary  to  change,  the method of accounting  employed  in  the
preparation of any financial statements furnished to the Agent under
the  provisions of Section  6.1.1  (Financial  Statements)  of  this
Agreement,  unless  required to conform to GAAP and on the condition
that the Borrower's accountants  shall  furnish  such information as
the Agent may request to reconcile the changes with  the  Borrower's
prior financial statements.

                    (b)  it will not change or permit any Subsidiary
to  change,  its fiscal year from a year ending on or about December
31.

               6.2.15    TRANSFER   OF   COLLATERAL.    Neither  the
Borrower  nor  any of its Subsidiaries will transfer, or permit  the
transfer, to another  location of any of the Collateral or the books
and  records related to  any  of  the  Collateral,  except  (i)  for
transfers  among  the Borrower and the Subsidiary Guarantors, if and
to the extent the first  priority  Lien (subject to Permitted Liens)
of  the  Agent  and  the Lenders would be  unaffected  by  any  such
transfers or (ii) transfers  of  Inventory in the ordinary course of
business  to  bailees, warehousemen,  consignees  or  similar  third
parties  if  and  to  the  extent  that  either  (1)  such  bailees,
warehousemen,  consignees or similar third parties have entered into
an agreement with  the  Agent  in  which such bailees, warehousemen,
consignees  or  similar  third parties  consent  and  agree  to  the
superior Lien of the Agent  and the Lenders on such Inventory and to
such other terms and conditions as may be reasonably required by the
Agent  or  (2)  the  Agent  has  established  reserves  against  the
Borrowing Base with respect to any  such Inventory so transferred in
accordance  with  the  provisions set forth  in  the  definition  of
Eligible Inventory, which  reserves  the  Agent shall establish upon
the Borrower's request.

               6.2.16    SALE AND LEASEBACK.   The  Borrower nor any
of  the  Subsidiaries  will  directly or indirectly enter  into  any
arrangement to sell or transfer  all  or any substantial part of its
fixed assets and thereupon or within one  year  thereafter  rent  or
lease  the  assets so sold or transferred, except as contemplated by
subsection (h)  or  subsection  (m)  of  the definition of Permitted
Asset Disposition.

                          ARTICLE 7

               DEFAULT AND RIGHTS AND REMEDIES

     SECTION 7.1    EVENTS OF DEFAULT.  The occurrence of any one or
more of the following events shall constitute  an "Event of Default"
under the provisions of this Agreement:

               7.1.1          FAILURE TO PAY.  The  failure  of  the
Borrower  to pay any of the Obligations within three (3) days of the
date as and  when  due and payable in accordance with the provisions
of this Agreement, the  Notes  and/or  any  of  the  other Financing
Documents;

               7.1.2  BREACH OF REPRESENTATIONS AND WARRANTIES.

     Any representation or warranty made in this  Agreement,  in any
of  the  other  Financing  Documents,  or  in any report, statement,
schedule,  certificate,  opinion,  financial  statement   or   other
document  furnished  in  connection  with this Agreement, any of the
other Financing Documents, or the Obligations,  shall  prove to have
been  false  or  misleading  when  made  (or,  if  applicable,  when
reaffirmed) in any material respect.

               7.1.3          FAILURE   TO   COMPLY   WITH   CERTAIN
COVENANTS.   The  failure  of  the  Borrower  to perform, observe or
comply, or to cause any Subsidiary Guarantor to  perform, observe or
comply,  as appropriate, with any covenant, condition  or  agreement
contained in Sections 6.1.1 (Financial Statements), Section 6.1.3(a)
(Bookkeeping,  Rights  of  Inspection, Field Examination, Etc.) with
respect  to  inspection  rights  only,  Section  6.1.8  (Insurance),
Section 6.1.13 (Financial Covenants), Section 6.1.17 (Insurance with
Respect to Equipment), Section  6.1.19 (Defense of Title and Further
Assurances), Section 6.1.19 (Business  Names; Locations), or Section
6.2 (Negative Covenants).

               7.1.4          FAILURE   TO    COMPLY    WITH   OTHER
COVENANTS.   The  failure  of  the  Borrower to perform, observe  or
comply, or to cause any Subsidiary Guarantor  to perform, observe or
comply,  as appropriate, with any covenant, condition  or  agreement
contained  in  this  Agreement other than those set forth in Section
7.1.1, 7.1.2 or 7.1.3  above,  which failure shall remain unremedied
for a period of thirty (30) days after written notice thereof to the
Borrower by the Agent.

               7.1.5          DEFAULT    UNDER    OTHER    FINANCING
                         DOCUMENTS OR OBLIGATIONS.

     The failure of the Borrower and/or any other Person (other than
the  Agent  or  any  of the Lenders) which is a party to any of  the
Financing  Documents,  to   perform,  observe  or  comply  with  any
covenant, condition or agreement  contained  in  any  such Financing
Documents  which  is  not otherwise covered by any other Section  of
this Article 7, which failure  shall  remain unremedied for a period
of thirty (30) days after written notice  thereof to the Borrower by
the Agent or the occurrence of an Event of  Default under any of the
other Financing Documents as defined therein.

               7.1.6          RECEIVER; BANKRUPTCY.  The Borrower or
any Guarantor shall (a) apply for or consent to the appointment of a
receiver, trustee or liquidator of itself or  any  of  its property,
(b) admit in writing its inability to pay its debts as they  mature,
(c)  make a general assignment for the benefit of creditors, (d)  be
adjudicated  a  bankrupt or insolvent, (e) file a voluntary petition
in bankruptcy or  a  petition  or an answer seeking or consenting to
reorganization or an arrangement with creditors or to take advantage
of any bankruptcy, reorganization, insolvency, readjustment of debt,
dissolution or liquidation law or  statute,  or  an answer admitting
the  material  allegations  of a petition filed against  it  in  any
proceeding under any such law,  or  take  corporate  action  for the
purposes  of  effecting  any  of  the  foregoing,  or (f) by any act
indicate  its consent to, approval of or acquiescence  in  any  such
proceeding  or the appointment of any receiver of or trustee for any
of its property,  or  suffer  any  such receivership, trusteeship or
proceeding to continue undischarged for a period of sixty (60) days,
or  (g)  by  any  act  indicate  its  consent  to,  approval  of  or
acquiescence  in  any order, judgment or  decree  by  any  court  of
competent jurisdiction  or  any  Governmental Authority enjoining or
otherwise prohibiting the operation  of  all or substantially all of
the  Borrower's  or  any   Guarantor's  business   or   the  use  or
disposition  of  all or substantially all of the Borrower's  or  any
Guarantor's assets.

               7.1.7          INVOLUNTARY  BANKRUPTCY,  ETC.  (a) An
order  for  relief shall be entered in any involuntary case  brought
against the Borrower  or any Guarantor under the Bankruptcy Code, or
(b) any such case shall  be  commenced  against  the Borrower or any
Guarantor and shall not be dismissed within sixty  (60)  days  after
the  filing  of  the  petition,  or (c) an order, judgment or decree
under  any  other  Law  is  entered  by   any   court  of  competent
jurisdiction  or  by  any  other  Governmental  Authority   on   the
application  of  a  Governmental Authority or of a Person other than
the Borrower or any Guarantor  (i) adjudicating the Borrower, or any
Guarantor bankrupt or insolvent,  or  (ii)  appointing  a  receiver,
trustee or liquidator of the Borrower or of any Guarantor, or  of  a
material  portion  of  the  Borrower's or any Guarantor's assets, or
(iii) enjoining, prohibiting  or otherwise limiting the operation of
all  or  substantially  all of the  Borrower's  or  any  Guarantor's
business or the use or disposition  of  all  or substantially all of
the Borrower's or any Guarantor's assets, and  such  order, judgment
or  decree continues unstayed and in effect for a period  of  thirty
(30) days from the date entered.

               7.1.8          JUDGMENT.   Unless  adequately insured
in  the  reasonable  opinion  of  the  Agent, the entry of  a  final
judgment  for the payment of money involving  more  than  $1,000,000
(individually  and in the aggregate) against the Borrower and/or any
or all of the Guarantors,  and  the  failure by the Borrower or such
Guarantor  to  discharge the same, or cause  it  to  be  discharged,
within sixty (60) days from the date of the order, decree or process
under which or pursuant  to  which  such judgment was entered, or to
secure a stay of execution pending appeal of such judgment.

               7.1.9          EXECUTION;  ATTACHMENT.  Any execution
or attachment shall be levied against the Collateral,  or  any  part
thereof,  and  such  execution or attachment shall not be set aside,
discharged or stayed within  sixty  (60)  days  after the same shall
have been levied.

               7.1.10    DEFAULT UNDER OTHER BORROWINGS.   An  event
of  default  shall  be  made  with  respect  to any Indebtedness for
Borrowed  Money  in  a  principal amount in excess  of  Two  Million
Dollars ($2,000,000), either  individually  or  in the aggregate, of
the  Borrower and/or any or all of the Guarantors,  other  than  the
Loans,  if  such  Indebtedness  for Borrowed Money was not paid when
due, after giving effect to any applicable  notice  and cure period,
or  if  the  effect  of  such event of default is to accelerate  the
maturity of such Indebtedness  for  Borrowed  Money or to permit the
holder  or  obligee  thereof or other party thereto  to  cause  such
Indebtedness for Borrowed  Money  to  become due prior to its stated
maturity.

               7.1.11    CHALLENGE TO AGREEMENTS.   The  Borrower or
any Guarantor shall challenge the validity and binding effect of any
provision of any of the Financing Documents or any of the  Financing
Documents  shall  for any reason (except to the extent permitted  by
its express terms)  cease  to  be effective or to create a valid and
perfected first priority Lien (except  for  Permitted Liens, certain
of which Permitted Liens, to the extent expressly  permitted  by the
provisions  of  this  Agreement,  may  constitute superior and prior
Liens) on, or security interest in, any  of the Collateral purported
to be covered thereby, unless due to the gross negligence or willful
misconduct of the Agent.

               7.1.12    MATERIAL  ADVERSE  CHANGE.   The  Requisite
Lenders, in their sole discretion, determine  in  good  faith that a
material  adverse change has occurred in the financial condition  of
the Borrower and/or the Subsidiary Guarantors, taken as a whole.

               7.1.13    CHANGE  IN  OWNERSHIP.   (1)  The  Borrower
shall cease to own and control, beneficially and of record, directly
or indirectly, at least one hundred percent (100%) of the issued and
outstanding  capital  stock  of  each  Subsidiary  Guarantor (except
pursuant  to any transaction permitted by Section 6.2.1  or  Section
6.2.2), (2)  the Parent shall cease to own and control, beneficially
and of record,  directly or indirectly, at least one hundred percent
(100%) of the issued  and outstanding capital stock of the Borrower,
or (3) Atlantic Equity  Partners  International  II,  L.P.  ("AEP"),
Chase Capital Partners, and their respective Affiliates shall  cease
to  own  and control, beneficially and of record, at least fifty-one
percent (51%)  or  more of the issued and outstanding voting capital
stock of the Parent.

               7.1.14    LIQUIDATION,    TERMINATION,   DISSOLUTION,
                         CHANGE IN MANAGEMENT, ETC.

The Borrower or any Guarantor shall liquidate, dissolve or terminate
its  existence,  except  as  otherwise expressly  permitted  by  the
provisions of Section 6.2 of this Agreement.
               7.1.15    PARENT  LINE  OF BUSINESS.  At any time the
Parent engages in any business other than  the  ownership of capital
stock of the Borrower or any other Wholly-Owned Subsidiary  or  such
other  business  as  shall  be  mandatory  under  the  provisions of
applicable Laws.

     SECTION 7.2    REMEDIES.  Upon the occurrence of any  Event  of
Default,  the  Agent  may,  in the exercise of its sole and absolute
discretion from time to time,  and  shall,  at  the direction of the
Requisite Lenders, at any time thereafter exercise  any  one or more
of the following rights, powers or remedies:

               7.2.1          ACCELERATION.   The Agent may  declare
any  or all of the Obligations to be immediately  due  and  payable,
notwithstanding  anything  contained  in this Agreement or in any of
the other Financing Documents to the contrary,  without presentment,
demand, protest, notice of protest or of dishonor,  or  other notice
of any kind, all of which the Borrower hereby waives.

               7.2.2          FURTHER ADVANCES.  The Agent  may from
time  to  time without notice to the Borrower suspend, terminate  or
limit any further  advances,  loans  or  other  extensions of credit
under the Commitment, under this Agreement and/or  under  any of the
other Financing Documents.  Further, upon the occurrence of an Event
of  Default  specified  in Sections 7.1.6 (Receiver; Bankruptcy)  or
7.1.7 (Involuntary Bankruptcy,  etc.)  above,  the  Revolving Credit
Commitments,  the Letter of Credit Commitments, the Bond  Letter  of
Credit Commitments  and  any  agreement  in  any  of  the  Financing
Documents  to  provide additional credit and/or to issue Letters  of
Credit  and/or  Bond   Letters   of  Credit  shall  immediately  and
automatically terminate and the unpaid principal amount of the Notes
(with  accrued  interest thereon) and  all  other  Obligations  then
outstanding,  shall  immediately  become  due  and  payable  without
further action  of any kind and without presentment, demand, protest
or notice of any  kind,  all of which are hereby expressly waived by
the Borrower.

                7.2.3    UNIFORM  COMMERCIAL  CODE.  The Agent shall
have  all of the rights and remedies of a secured  party  under  the
applicable  Uniform Commercial Code and other applicable Laws.  Upon
demand by the  Agent, the Borrower shall assemble the Collateral and
make it available  to the Agent, at a place designated by the Agent.
The Agent or its agents  may  without notice from time to time enter
upon the Borrower's premises to  take  possession of the Collateral,
to  remove it, to render it unusable, to  process  it  or  otherwise
prepare it for sale, or to sell or otherwise dispose of it.

     Any  written  notice of the sale, disposition or other intended
action by the Agent  with respect to the Collateral which is sent by
regular mail, postage  prepaid,  to  the Borrower at the address set
forth in Section 9.1 of this Agreement, or such other address of the
Borrower  which  may  from  time to time be  shown  on  the  Agent's
records, at least ten (10) days  prior  to such sale, disposition or
other action, shall constitute commercially reasonable notice to the
Borrower.   The Agent may alternatively or  additionally  give  such
notice in any other commercially reasonable manner.

     If  any consent,  approval,  or  authorization  of  any  state,
municipal  or other Governmental Authority or of any other Person or
of any Person  having  any  interest therein, should be necessary to
effectuate any sale or other  disposition  of  the  Collateral,  the
Borrower   agrees   to  execute  all  such  applications  and  other
instruments, and to take  all  other  action,  as may be required in
connection   with   securing   any   such   consent,   approval   or
authorization.

     The Borrower recognizes that the Agent may be unable  to effect
a  public  sale  of  all  or a part of the Collateral consisting  of
Securities  by  reason  of certain  prohibitions  contained  in  the
Securities Act of 1933, as amended, and other applicable Federal and
state Laws.  The Agent may,  therefore, in its discretion, take such
steps as it may deem appropriate  to  comply with such Laws and may,
for example, at any sale of the Collateral  consisting of securities
restrict the prospective bidders or purchasers  as  to their number,
nature  of  business  and  investment intention, including,  without
limitation, a requirement that  the  Persons  making  such purchases
represent and agree to the satisfaction of the Agent that  they  are
purchasing  such  securities  for their account, for investment, and
not with a view to the distribution  or  resale of any thereof.  The
Borrower covenants and agrees to do or cause to be done promptly all
such acts and things as the Agent may request  from time to time and
as may be necessary to offer and/or sell the Securities  or any part
thereof  in  a  manner which is valid and binding and in conformance
with all applicable  Laws.    Upon any such sale or disposition, the
Agent shall have the right to deliver,  assign  and  transfer to the
purchaser thereof the Collateral consisting of securities so sold.

               7.2.4          SPECIFIC   RIGHTS   WITH   REGARD   TO
                         COLLATERAL.

     In addition to all other rights and remedies provided hereunder
or  as shall exist at law or in equity from time to time, the  Agent
may (but  shall  be  under  no obligation to), without notice to the
Borrower,  and  upon the occurrence  of  an  Event  of  Default  the
Borrower   hereby   irrevocably    appoints   the   Agent   as   its
attorney-in-fact, with power of substitution,  in  the  name  of the
Agent  and/or  any  or  all of the Lenders and/or in the name of the
Borrower or otherwise, for  the use and benefit of the Agent and the
Lenders, but at the cost and expense of the Borrower:

                    (a) request  any Account Debtor obligated on any
     of the Accounts to make payments thereon directly to the Agent,
     with the Agent taking control of the cash and non-cash proceeds
     thereof;

                    (b) compromise,  extend  or  renew  any  of  the
     Collateral or deal with the same as it may deem advisable,;

                    (c)  make exchanges, substitutions or surrenders
     of all or any part of the Collateral;

                    (d) copy,  transcribe,  or remove from any place
     of  business  of  the  Borrower  or any Subsidiary  all  books,
     records, ledger sheets, correspondence, invoices and documents,
     relating to or evidencing any of the Collateral or without cost
     or expense to the Agent or the Lenders,  make  such  use of the
     Borrower's or any Subsidiary's place(s) of business as  may  be
     reasonably  necessary  to  administer,  control and collect the
     Collateral;

                    (e) repair, alter or supply  goods  if necessary
     to  fulfill  in  whole  or  in  part the purchase order of  any
     Account Debtor;

                    (f)  demand,  collect,   receipt  for  and  give
     renewals, extensions, discharges and releases  of  any  of  the
     Collateral;

                    (g)  institute and prosecute legal and equitable
     proceedings to enforce  collection  of, or realize upon, any of
     the Collateral;

                    (h) settle, renew, extend, compromise, compound,
     exchange or adjust claims in respect  of  any of the Collateral
     or any legal proceedings brought in respect thereof;

                    (i)  endorse or sign the name  of  the  Borrower
     upon any items of payment,  certificates of title, instruments,
     securities,  stock  powers,  documents,   documents  of  title,
     financing  statements, assignments, notices  or  other  writing
     relating to or part of the Collateral and on any proof of claim
     in bankruptcy against an Account Debtor;

                    (j) notify the Post Office authorities to change
     the address  for  the  delivery of mail to the Borrower to such
     address or Post Office Box  as  the  Agent  may  designate  and
     receive and open all mail addressed to the Borrower; and

                    (k)    take   any   other  action  necessary  or
     beneficial to realize upon or dispose  of  the Collateral or to
     carry out the terms of this Agreement.

               7.2.5          APPLICATION   OF   PROCEEDS.    Unless
otherwise required by applicable Laws, any proceeds of sale or other
disposition of the Collateral will be applied by the  Agent  to  the
payment  first  of  any and all Agent's Obligations, then to any and
all Enforcement Costs,  and  any  balance  of  such proceeds will be
remitted to the Lenders in like currency and funds  received ratably
in accordance with their respective Pro Rata Shares of such balance.
Each Lender shall apply any such proceeds received from the Agent to
its  Obligations  in  such  order  and  manner as such Lender  shall
determine.  If the sale or other disposition of the Collateral fails
to fully satisfy the Obligations, the Borrower  shall  remain liable
to the Agent and the Lenders for any deficiency.

               7.2.6          PERFORMANCE BY AGENT.  If the Borrower
shall  fail  to  pay  the  Obligations or otherwise fail to perform,
observe  or comply with any of  the  conditions,  covenants,  terms,
stipulations or agreements contained in this Agreement or any of the
other Financing  Documents,  the  Agent  without notice to or demand
upon  the  Borrower  and  without waiving or releasing  any  of  the
Obligations or any Default  or  Event  of Default, may (but shall be
under no obligation to) at any time thereafter  make such payment or
perform such act for the account and at the expense of the Borrower,
and may enter upon the premises of the Borrower for that purpose and
take all such action thereon as the Agent may consider  necessary or
appropriate  for  such  purpose  and  each  of  the  Borrower hereby
irrevocably  appoints  the  Agent as its attorney-in-fact  upon  the
occurrence  of  an  Event  of  Default  to  do  so,  with  power  of
substitution, in the name of the Agent, in the name of any or all of
the Lenders, or in the name of the  Borrower  or  otherwise, for the
use  and  benefit of the Agent, but at the cost and expense  of  the
Borrower and  without  notice  to the Borrower.  All sums so paid or
advanced by the Agent together with  interest  thereon from the date
of  payment, advance or incurring until paid in full  at  the  Post-
Default Rate and all costs and expenses, shall be deemed part of the
Enforcement  Costs,  shall  be  paid by the Borrower to the Agent on
demand,  and shall constitute and  become  a  part  of  the  Agent's
Obligations.

               7.2.7          OTHER  REMEDIES.   The  Agent may from
time to time proceed to protect or enforce the rights of  the  Agent
and/or  any  of  the  Lenders  by  an action or actions at law or in
equity  or  by  any other appropriate proceeding,  whether  for  the
specific performance  of  any  of  the  covenants  contained in this
Agreement  or  in any of the other Financing Documents,  or  for  an
injunction against  the  violation  of  any  of  the  terms  of this
Agreement or any of the other Financing Documents, or in aid of  the
exercise  or execution of any right, remedy or power granted in this
Agreement,  the  Financing  Documents,  and/or applicable Laws.  The
Agent and each of the Lenders is authorized  to  offset and apply to
all  or  any part of the Obligations all moneys, credits  and  other
property of any nature whatsoever of the Borrower now or at any time
hereafter  in  the  possession  of, in transit to or from, under the
control or custody of, or on deposit  with,  the  Agent,  any of the
Lenders or any Affiliate of the Agent or any of the Lenders.

ARTICLE 8

                          THE AGENT

     SECTION 8.1    APPOINTMENT.  Each Lender hereby designates  and
appoints  NationsBank  as  its  agent  under  this Agreement and the
Financing  Documents, and each Lender hereby irrevocably  authorizes
the Agent to  take such action or to refrain from taking such action
on  its behalf under  the  provisions  of  this  Agreement  and  the
Financing  Documents  and  to  exercise such powers as are set forth
herein or therein, together with such other powers as are reasonably
incidental thereto.  The Agent agrees  to act as such on the express
conditions  contained in this Article 8.   The  provisions  of  this
Article 8 are  solely  for  the benefit of the Agent and the Lenders
and neither the Borrower nor  any  Person shall have any rights as a
third party beneficiary of any of the  provisions hereof, except for
those rights expressly granted to the Borrower  pursuant to Sections
8.7.1, 8.8, 8.12 and 8.13.  In performing its functions  and  duties
under   this   Agreement,   the   Agent   shall  act  solely  as  an
administrative representative of the Lenders and does not assume and
shall  not  be  deemed  to  have  assumed any obligation  toward  or
relationship  of  agency  or trust with  or  for  the  Lenders,  the
Borrower or any Person.  The  Agent  may  perform  any of its duties
hereunder,  or  under  the  Financing  Documents, by or through  its
agents or employees.

     SECTION 8.2    NATURE OF DUTIES.

      8.2.1            IN   GENERAL.      The   Agent  shall  have  no  duties,
obligations  or  responsibilities except those  expressly  set  forth  in  this
Agreement or in the  Financing  Documents.   The  duties  of  the  Agent  shall
be mechanical and administrative in nature.  The Agent shall not have by reason
of this Agreement a fiduciary relationship  in  respect   of  any Lender.  Each
Lender shall make its own independent investigation of the financial  condition
and  affairs  of  the  Borrower  in  connection  with  the  extension of credit
hereunder  and  shall  make its own appraisal  of  the credit worthiness of the
Borrower, and the Agent shall have no duty  or responsibility, either initially
or   on  a continuing basis, to provide any Lender with  any  credit  or  other
information  with  respect  thereto, whether coming into its possession  before
the  Closing  Date  or at any time or times thereafter.  If the Agent seeks the
consent or approval of any of  the  Lenders  to  the  taking or refraining from
taking  of any action hereunder, then the Agent shall send  notice  thereof  to
each Lender.   The  Agent shall promptly notify each Lender  any  time that the
applicable percentage  of  the  Lenders  have  instructed  the  Agent to act or
refrain from acting pursuant hereto.
      8.2.2          EXPRESS AUTHORIZATION.
The Agent is hereby expressly  and  irrevocably  authorized  by   each   of the
Lenders, as agent on behalf of itself and the other Lenders:

                    (a)  To receive on behalf of each of the Lenders
any payment or collection  on  account  of  the  Obligations  and to
distribute  to  each  Lender its Pro Rata Share of all such payments
and collections so received as provided in this Agreement;

                    (b)  To  receive  all  documents and items to be
furnished to the Lenders under the Financing Documents;
                    (c)  To  act  or  refrain from  acting  in  this
Agreement and in the other Financing Documents with respect to those
matters so designated for the Agent;

                    (d)  To act as nominee  for and on behalf of the
Lenders  in  and  under  this  Agreement  and  the  other  Financing
Documents;

                    (e)  To arrange for the means whereby  the funds
of the Lenders are to be made available to the Borrower;

                    (f)  To  distribute promptly to the Lenders,  if
required by the terms of this  Agreement,  all  written information,
requests,  notices,  Loan Notices, payments, Prepayments,  documents
and other items received from the Borrower or other Person;

                    (g)  To  amend,  modify, or waive any provisions
of this Agreement or the other Financing  Documents on behalf of the
Lenders  subject  to the requirements that all  or  certain  of  the
Lenders' consent be  obtained  in  certain  instances as provided in
Section 8.13 and 9.2;

                    (h)  To  deliver  to  the  Borrower   and  other
Persons,  all  requests,  demands,  approvals, notices, and consents
received from any of the Lenders;

                    (i)  To exercise  on  behalf  of each Lender all
rights and remedies of the Lenders upon the occurrence  of any Event
of Default and/or Default specified in this Agreement and/or  in any
of the other Financing Documents or applicable Laws;

                    (j)   To  execute  any of the Security Documents
and  any other documents on behalf of the  Lenders  as  the  secured
party for the benefit of the Agent and the Lenders; and

                    (k)   To  take  such  other  actions  as  may be
requested by the Requisite Lenders.

     SECTION 8.3    RIGHTS, EXCULPATION, ETC.  Neither the Agent nor
any  of its officers, directors, employees or agents shall be liable
to any  Lender  for any action taken or omitted by them hereunder or
under any of the  Financing  Documents, or in connection herewith or
therewith, except that the Agent shall be obligated on the terms set
forth herein for performance of  its  express obligations hereunder,
and except that the Agent shall be liable  with  respect  to its own
gross  negligence  or  willful  misconduct.  The Agent shall not  be
liable for any apportionment or distribution  of payments made by it
in  good  faith  and  if any such apportionment or  distribution  is
subsequently determined to have been made in error the sole recourse
of any Lender to whom payment  was  due  but  not  made, shall be to
recover from other the Lenders any payment in excess  of  the amount
to which they are determined to be entitled (and such other  Lenders
hereby  agree  to  return to such Lender any such erroneous payments
received by them).  The Agent shall not be responsible to any Lender
for any recitals, statements,  representations  or warranties herein
or   for   the  execution,  effectiveness,  genuineness,   validity,
enforceability, collectible, or sufficiency of this Agreement or any
of the Financing Documents or the transactions contemplated thereby,
or for the financial  condition  of any Person.  The Agent shall not
be required to make any inquiry concerning either the performance or
observance of any of the terms, provisions  or  conditions  of  this
Agreement  or  any  of  the  Financing  Documents  or  the financial
condition  of any Person, or the existence or possible existence  of
any Default  or  Event  of  Default.   The  Agent  agrees to use its
reasonable efforts to notify the Lenders as to the occurrence of any
material  Event of Default promptly upon obtaining actual  knowledge
thereof, provided,  however,  that  the failure in good faith of the
Agent to so notify any Lender shall not  give  rise to any liability
on the part of the Agent nor shall it waive, discharge  or otherwise
adversely  affect  the  Agent's ability to exercise and enforce  any
rights or remedies resulting  from such Event of Default.  The Agent
may at any time request instructions  from  the Lenders with respect
to any actions or approvals which by the terms  of this Agreement or
of any of the Financing Documents the Agent is permitted or required
to take or to grant, and the Agent shall be absolutely  entitled  to
refrain from taking any action or to withhold any approval and shall
not  be  under any liability whatsoever to any Person for refraining
from any action  or  withholding  any  approval  under  any  of  the
Financing  Documents  until it shall have received such instructions
from the applicable percentage of the Lenders.  Without limiting the
foregoing, no Lender shall  have  any  right  of  action  whatsoever
against the Agent as a result of the Agent acting or refraining from
acting  under this Agreement or any of the other Financing Documents
in accordance  with the instructions of the applicable percentage of
the Lenders and notwithstanding the instructions of the Lenders, the
Agent shall have  no  obligation  to  take any action if it, in good
faith believes that such action exposes the Agent to any liability.

     SECTION 8.4    RELIANCE.  The Agent  shall  be entitled to rely
upon any written notices, statements, certificates,  orders or other
documents or any telephone message or other communication (including
any  writing, telex, telecopy or telegram) believed by  it  in  good
faith  to  be  genuine  and correct and to have been signed, sent or
made  by  the  proper  Person,  and  with  respect  to  all  matters
pertaining to this Agreement  or  any of the Financing Documents and
its duties hereunder or thereunder,  upon advice of counsel selected
by it.  The Agent may deem and treat the  original  Lenders  as  the
owners of the respective Notes for all purposes until receipt by the
Agent  of a written notice of assignment, negotiation or transfer of
any interest  therein by the Lenders in accordance with the terms of
this Agreement.  Any interest, authority or consent of any holder of
any of the Notes  shall  be conclusive and binding on any subsequent
holder, transferee, or assignee  of  such Notes.  The Agent shall be
entitled  to  rely  upon  the advice of legal  counsel,  independent
accountants, and other experts  selected  by  the  Agent in its sole
discretion.

     SECTION 8.5    INDEMNIFICATION.  Each Lender, severally, agrees
to  reimburse and indemnify the Agent for and against  any  and  all
liabilities,   obligations,  losses,  damages,  penalties,  actions,
judgments,  suits,   costs,   expenses,  advances  or  disbursements
including, without limitation,  Enforcement  Costs,  of  any kind or
nature whatsoever which may be imposed on, incurred by, or  asserted
against  the  Agent  in  any  way relating to or arising out of this
Agreement or any of the Financing  Documents  or any action taken or
omitted by the Agent under this Agreement for any  of  the Financing
Documents, in proportion to each Lender's Pro Rata Share, all of the
foregoing as they may arise, be asserted or be imposed from  time to
time;  PROVIDED,  HOWEVER,  that  no  Lender shall be liable for any
portion   of   such  liabilities,  obligations,   losses,   damages,
penalties, actions,  judgments,  suits, costs, expenses, advances or
disbursements resulting from the Agent's gross negligence or willful
misconduct.  The obligations of the  Lenders  under this Section 8.5
shall  survive  the  payment  in  full  of the Obligations  and  the
termination of this Agreement.

     SECTION 8.6    NATIONSBANK INDIVIDUALLY.   With  respect to its
Commitments  and the Loans made by it, and the Notes issued  to  it,
NationsBank shall  have  and may exercise the same rights and powers
hereunder and is subject to  the same obligations and liabilities as
and to the extent set forth herein  for any other Lender.  The terms
"the Lenders" or "Requisite Lenders"  or  any  similar  terms shall,
unless  the context clearly otherwise indicates, include NationsBank
in its individual  capacity  as  a  Lender  or  one of the Requisite
Lenders.  NationsBank and its Affiliates may lend  money  to, accept
deposits from and generally engage in any kind of banking,  trust or
other business with the Borrower, any Affiliate of the Borrower,  or
any  other  Person or any of their officers, directors and employees
as if NationsBank  were  not acting as the Agent pursuant hereto and
the Agent may accept fees and other consideration from the Borrower,
any Affiliate of the Borrower  or  any  of their officers, directors
and employees (in addition to the Agency  Fees or other arrangements
or fees heretofore agreed to between the Borrower and the Agent) for
services  in  connection with this Agreement  or  otherwise  without
having to account for or share the same with the Lenders.

     SECTION 8.7    SUCCESSOR AGENT.

               8.7.1          RESIGNATION.   The  Agent  may  resign
from  the  performance of all its functions and duties hereunder  at
any time by giving at least thirty (30) Business Days' prior written
notice to the Borrower and the Lenders.  Such resignation shall take
effect upon  the  acceptance  by  a  successor  Agent of appointment
pursuant to Section 8.7.2 below or as otherwise provided below.

               8.7.2          APPOINTMENT  OF SUCCESSOR.   Upon  any
such  notice of resignation pursuant to Section  8.7.1   above,  the
Requisite Lenders, with the consent of NationsBank and the Borrower,
shall appoint a successor to the Agent.  If a successor to the Agent
shall not  have  been  so appointed within said thirty (30) Business
Day period, the Agent retiring,  upon  notice to the Borrower, shall
then appoint a successor Agent who shall  serve  as  the Agent until
such time, as the Requisite Lenders appoint a successor the Agent as
provided above.

               8.7.3          SUCCESSOR AGENT.  Upon the  acceptance
of any appointment as the Agent under the Financing Documents  by  a
successor Agent, such successor to the Agent shall thereupon succeed
to  and  become  vested  with all the rights, powers, privileges and
duties  of the Agent retiring,  and  the  Agent  retiring  shall  be
discharged  from  its  duties  and  obligations  under the Financing
Documents.   After  any Agent's resignation as the Agent  under  the
Financing Documents, the provisions of this Article 8 shall inure to
its benefit as to any  actions  taken  or  omitted to be taken by it
while it was the Agent under the Financing Documents.

     SECTION 8.8    COLLATERAL MATTERS.

               8.8.1          RELEASE  OF COLLATERAL.   The  Lenders
hereby irrevocably authorize the Agent,  at  its  option  and in its
discretion, to release any Lien granted to or held by the Agent upon
any property covered by this Agreement or the Financing Documents:

               (i)  upon termination of the Commitments and  payment
          and satisfaction  of  all  Obligations  and  expiration or
          termination of all Letters of Credit and all Bond  Letters
          of Credit;

               (ii) constituting property being sold or disposed  of
          if the Borrower or a Subsidiary Guarantor certifies to the
          Agent  that  the sale or disposition is made in compliance
          with the provisions  of  this Agreement (and the Agent may
          rely in good faith conclusively  on  any such certificate,
          without further inquiry);

             (iii) constituting property leased  to  the Borrower or
          any  Subsidiary  under a lease which has expired  or  been
          terminated in a transaction permitted under this Agreement
          or is about to expire  and  which has not been, and is not
          intended by the Borrower or the  Subsidiary to be, renewed
          or extended; or

               (iv) constituting property covered by Permitted Liens
          with lien priority superior to those Liens in favor or for
          the benefit of the Lenders.

In addition during any fiscal year of the Borrower (x) the Agent may
release Collateral having a book value of not  more  than  5% of the
book  value  of  all Collateral, (y) the Agent, with the consent  of
Requisite Lenders, may release Collateral having a book value of not
more than 25% of the book value of all Collateral and (z) the Agent,
with the consent of  the  Lenders  having 90% of (i) the Commitments
and (ii) Loans, may release all the Collateral.

               8.8.2          CONFIRMATION  OF  AUTHORITY, EXECUTION
                         OF RELEASES.

     Without  in  any manner limiting the Agent's authority  to  act
without any specific  or  further  authorization  or  consent by the
Lenders as set forth in Section 8.8.1, each Lender agrees to confirm
in  writing  the authority to release any property covered  by  this
Agreement or the  Financing Documents conferred upon the Agent under
Section 8.8.1.  So  long  as no Event of Default is then continuing,
upon  receipt  by  the  Agent of  confirmation  from  the  requisite
percentage  of  the  Lenders,   of  its  authority  to  release  any
particular item or types of property  covered  by  this Agreement or
the Financing Documents,  the Agent shall (and is hereby irrevocably
authorized  by  the  Lenders to) execute such documents  as  may  be
necessary to evidence  the release of the Liens granted to the Agent
for the benefit of the Lenders  herein  or pursuant hereto upon such
Collateral;  PROVIDED,  HOWEVER, that (i) the  Agent  shall  not  be
required to execute any such document on terms which, in the Agent's
opinion,  would  expose  the   Agent  to  liability  or  create  any
obligation or entail any consequence  other than the release of such
Liens without recourse or warranty, and  (ii) such release shall not
in any manner discharge, affect or impair  the  Obligations  or  any
Liens  upon  (or  obligations  of  any  Person,  in respect of), all
interests retained by any Person, including, without limitation, the
proceeds of any sale, all of which shall continue to constitute part
of   the  property  covered  by  this  Agreement  or  the  Financing
Documents.

               8.8.3          ABSENCE OF DUTY.  The Agent shall have
no obligation  whatsoever  to  any Lender, the Borrower or any other
Person to assure that the property  covered by this Agreement or the
Financing  Documents  exists or is owned  by  the  Borrower  or  any
Subsidiary Guarantor or  is  cared  for, protected or insured or has
been encumbered or that the Liens granted  to the Agent on behalf of
the  Lenders  herein  or  pursuant  hereto  have  been  properly  or
sufficiently or lawfully created, perfected, protected  or  enforced
or are entitled to any particular priority, or to exercise at all or
in  any  particular manner or under any duty of care, disclosure  or
fidelity,  or to continue exercising, any of the rights, authorities
and powers granted  or  available to the Agent in this Section 8.8.3
or in any of the Financing Documents, it being understood and agreed
that in respect of the property  covered  by  this  Agreement or the
Financing  Documents or any act, omission or event related  thereto,
the Agent may  act  in  any  manner  it may deem appropriate, in its
discretion, given the Agent's own interest  in  property  covered by
this Agreement or the Financing Documents as one of the Lenders  and
that  the Agent shall have no duty or liability whatsoever to any of
the other the Lenders.

     SECTION 8.9    AGENCY  FEE.   The  Borrower  shall  pay  to the
Agent,  an  annual loan administration and agency fee (collectively,
the  "Agency Fees"  and  individually,  an  "Agency  Fee"),  in  the
aggregate  amount  of  Eighty  Thousand  Dollars  ($80,000), payable
quarterly in arrears in installments of $20,000 each.   The  initial
Agency  Fee  shall  be  payable  in  advance  on  the  date  of this
Agreement,  and  each  Agency  Fee  thereafter  shall  be payable in
advance  on the first day of each quarterly period, commencing  with
the first such day following the date hereof.  Each Agency Fee shall
be fully earned  and  non-refundable  upon the date paid.  The Agent
shall retain all of the Agency Fees for  its  own  account and shall
have no obligation to remit or pay any portion thereof to any of the
Lenders.


     SECTION 8.10   AGENCY  FOR  PERFECTION.   Each  Lender   hereby
appoints the Agent and each other Lender as agent for the purpose of
perfecting  the  Lenders'  Liens  in Collateral which, in accordance
with  Article 9 of the Uniform Commercial  Code  in  any  applicable
jurisdiction  or  otherwise,  can  be  perfected only by possession.
Should any Lender (other than the Agent)  obtain  possession  of any
such  Collateral,  such  Lender shall notify the Agent thereof, and,
promptly  upon the Agent's  request  therefor,  shall  deliver  such
Collateral   to   the  Agent  or  in  accordance  with  the  Agent's
instructions.

     SECTION 8.11   EXERCISE  OF  REMEDIES.  Each Lender agrees that
it  will  not have any right individually  to  enforce  or  seek  to
enforce this  Agreement or any Financing Document or to realize upon
any collateral  security  for  the  Loans,  it  being understood and
agreed that such rights and remedies may be exercised  only  by  the
Agent.

     SECTION 8.12   CONSENTS.

                    (a)  In the event the Agent requests the consent
of  a  Lender  and  does  not receive a written denial thereof, or a
written notice from a Lender  that  due  cause  consideration of the
request  requires  additional  time, in each case, within  ten  (10)
Business Days after such Lender's receipt of such request, then such
Lender will be deemed to have given such consent.

                    (b)  In the  event  the  Agent  or  the Borrower
requests  the  consent of a Lender and such consent is denied,  then
NationsBank or the  Borrower may, at its option, require such Lender
to assign its interest  in  the  Loans  to NationsBank or such other
lender as shall be acceptable to the Borrower  and  the Agent, for a
price equal to the then outstanding principal amount  thereof,  PLUS
accrued  and  unpaid  interest, fees and costs and expenses due such
Lender under the Financing  Documents,  which  principal,  interest,
fees  and  costs  and  expenses  will  be  paid  on the date of such
assignment.  In the event that NationsBank or the Borrower elects to
require  any  Lender to assign its interest to NationsBank  or  such
other lender as  shall  be acceptable to the Borrower and the Agent,
NationsBank will so notify such Lender in writing within thirty (30)
days following such Lender's denial, and such Lender will assign its
interest to NationsBank or  such other lender as shall be acceptable
to the Borrower and the Agent, no later than five (5) days following
receipt of such notice.

                    (c)  The Lenders each hereby authorize the Agent
on their behalf to execute any  and all amendments to this Agreement
and any of the other Financing Documents  as  may  be  necessary  to
remedy    and    correct   any   clerical   errors,   omissions   or
inconsistencies.   The  Agent  agrees  to give copies of any and all
such executed amendments to each of the Lenders.

     SECTION 8.13   CIRCUMSTANCES  WHERE   CONSENT  OF  ALL  OF  THE
                    LENDERS IS REQUIRED.

     Notwithstanding anything to the contrary  contained  herein, no
amendment, modification, change or waiver shall be effective without
the consent of all of the Lenders to:

                    (a)  increase the principal amount of any of the
Commitments;

                    (b)  extend the maturity or due date of  payment
of principal, interest or Fees on account of the Obligations;

                    (c)  reduce   the   principal   amount   of  any
Obligations,  the rate of interest on any of the Obligations or  any
Fees payable, except as expressly permitted therein;

                    (d)  change  the  method of calculation utilized
in connection with the computation of interest and Fees;

                    (e)  change the manner  of  pro rata application
by the Agent of payments made by the Borrower, or any other payments
required hereunder or under the other Financing Documents;

                    (f)  modify  this Section or the  definition  of
"Requisite Lenders";
                    (g)  release  any   material   portion   of  any
Collateral,  any Guarantor or any Financing Document (except to  the
extent provided herein or therein); and

                    (h)  increase   the   advance   rates   for  any
component of the Borrowing Base.

     SECTION 8.14   DISSEMINATION  OF  INFORMATION.  The Agent  will
provide the Lenders with any information  received by the Agent from
the Borrower which is required to be provided to the Agent or to the
Lenders hereunder; PROVIDED, HOWEVER, that  the  Agent  shall not be
liable  to  any  one or more the Lenders for any failure to  do  so,
except to the extent  that  such  failure  is  attributable  to  the
Agent's gross negligence or willful misconduct.

     SECTION 8.15   DISCRETIONARY ADVANCES.  The  Agent  may, in its
sole discretion, make, for the account of the Lenders on a  pro rata
basis,  advances under the Revolving Loan of up to 10% in excess  of
the Borrowing  Base but not in excess of the limitation set forth in
aggregate Revolving Credit Commitments for a period of not more than
thirty (30) consecutive  days or, following an Event of Default, for
such longer period as the Requisite Lenders may elect.

                          ARTICLE 9

                        MISCELLANEOUS

     SECTION 9.1    NOTICES.   All  notices, requests and demands to
or upon the parties to this Agreement  shall be in writing and shall
be deemed to have been given or made when  delivered  by  hand  on a
Business  Day,  or two (2) days after the date when deposited in the
mail,  postage prepaid  by  registered  or  certified  mail,  return
receipt  requested,  or  when  sent  by  overnight  courier,  on the
Business Day next following the day on which the notice is delivered
to such overnight courier, addressed as follows:

     Borrower: BERRY PLASTICS CORPORATION
                         101 Oakley Street
                         P.O. Box 959
                         Evansville, Indiana  47710-0959
                         Attention:  President

                         with a copy to:

                         Lawrence G. Graev, Esquire
                         O'Sullivan, Graev & Karabell
                         30 Rockefeller Center
                         41st Floor
                         New York, New York 10112

                         with a copy to:

                         Joseph S. Levy
                         Vice President
                         First Atlantic Capital, Ltd.
                         135 East 57th Street, 29th Floor
                         New York, New York 10022

          Agent:         NATIONSBANK, N.A.
                         NationsBank Business Credit
                         100 S. Charles Street
                         Baltimore, Maryland 21201
                         Attention:  Vickie Tillman

                         with a copy to:

                         Shaun F. Carrick, Esquire
                         Miles & Stockbridge, P.A.
                         10 Light Street
                         Baltimore, Maryland 21202

     NationsBank:        NationsBank, N.A.
                         NationsBank Business Credit
                         100 S. Charles Street
                         Baltimore, Maryland 21201
                         Attn:  Ms. Vickie Tillman

     GE Capital:         General Electric Capital Corporation
                         201 High Ridge Road
                         Stamford, Connecticut 06927
                         Attn:     Account Manager - Berry Plastics

          Fleet:         Fleet Capital Corporation
                         200 Glastonbury Boulevard
                         Glastonbury, Connecticut 06033
                         Attn:  Mr. Robert M. Dailey

By  written  notice,  each  party  to  this Agreement may change the
address to which notice is given to that  party,  provided that such
changed notice shall include a street address to which  notices  may
be  delivered  by  overnight  courier  in the ordinary course on any
Business Day.

     SECTION 9.2    AMENDMENTS; WAIVERS.   This  Agreement  and  the
other  Financing  Documents may not be amended, modified, or changed
in any respect except  by  an  agreement  in  writing  signed by the
Requisite  Lenders  and the Borrower, and to the extent provided  in
Section 8.13 by an agreement in writing signed by all of the Lenders
and the Borrower.  In  addition,  any  agreement  which  directly or
indirectly  affects any rights, duties, obligations, liabilities  or
remedies of the  Agent  under  this  Agreement,  under  any of other
Financing Documents or otherwise must be approved and signed  by the
Agent.   No  waiver of any provision of this Agreement or of any  of
the other Financing  Documents,  nor consent to any departure by the
Borrower therefrom, shall in any event  be effective unless the same
shall be in writing.  No course of dealing  between the Borrower and
the Agent and/or any of the Lenders and no act  or  failure  to  act
from time to time on the part of the Agent and/or any of the Lenders
shall   constitute  a  waiver,  amendment  or  modification  of  any
provision  of this Agreement or any of the other Financing Documents
or any right  or remedy under this Agreement, under any of the other
Financing Documents or under applicable Laws.

     Without implying  any  limitation on the foregoing, and subject
to the provisions of Section 8.13:

                    (a)  Any  waiver  or  consent shall be effective
only in the specific instance, for the terms  and  purpose for which
given,  subject to such conditions as the Agent may specify  in  any
such instrument.

                    (b)  No  waiver  of  any  Default  or  Event  of
Default  shall extend to any subsequent or other Default or Event of
Default, or impair any right consequent thereto.

                    (c)  No  notice  to or demand on the Borrower in
any case shall entitle the Borrower to  any  other or further notice
or demand in the same, similar or other circumstance.

                    (d)    No  failure or delay  by  the  Lender  to
insist upon the strict performance  of any term, condition, covenant
or agreement of this Agreement or of  any  of  the  other  Financing
Documents, or to exercise any right, power or remedy consequent upon
a   breach   thereof,   shall  constitute  a  waiver,  amendment  or
modification of any such  term,  condition, covenant or agreement or
of any such breach or preclude the  Agent  from  exercising any such
right, power or remedy at any time or times.

                    (e)  By accepting payment after  the due date of
any  amount payable under this Agreement or under any of  the  other
Financing  Documents,  the  Agent  shall  not be deemed to waive the
right either to require prompt payment when due of all other amounts
payable  under this Agreement or under any of  the  other  Financing
Documents,  or  to  declare  a  Default  or  an Event of Default for
failure to effect such prompt payment of any such other amount.

     SECTION 9.3    CUMULATIVE  REMEDIES.  The  rights,  powers  and
remedies  provided in this Agreement  and  in  the  other  Financing
Documents  are   cumulative,   may   be  exercised  concurrently  or
separately, may be exercised from time  to time and in such order as
the  Agent  shall  determine,  subject  to the  provisions  of  this
Agreement,  and are in addition to, and not  exclusive  of,  rights,
powers and remedies  provided by existing or future applicable Laws.
In order to entitle the  Agent to exercise any remedy reserved to it
in this Agreement, it shall  not  be  necessary  to give any notice,
other  than  such  notice  as  may  be  expressly required  in  this
Agreement.  Without limiting the generality  of  the  foregoing  and
subject to the terms of this Agreement, the Agent may:

                    (a) proceed against the Borrower with or without
     proceeding   against   any  other  Person  (including,  without
     limitation, any one or more  of  the  Guarantors)  who  may  be
     liable  (by  endorsement, guaranty, indemnity or otherwise) for
     all or any part of the Obligations;

                    (b) proceed against the Borrower with or without
     proceeding under  any  of  the  other  Financing  Documents  or
     against any Collateral or other collateral and security for all
     or any part of the Obligations;

                    (c) without reducing or impairing the obligation
     of  the Borrower and without notice, release or compromise with
     any guarantor or other Person liable for all or any part of the
     Obligations under the Financing Documents or otherwise;

                    (d)    without   reducing   or   impairing   the
     obligations  of  the  Borrower   and  without  notice  thereof:
     (i) fail to perfect the Lien in any  or  all  Collateral  or to
     release  any  or  all  the  Collateral  or to accept substitute
     Collateral,  (ii)  approve  the  making of advances  under  the
     Revolving Loan under this Agreement,  (iii) waive any provision
     of  this  Agreement  or  the  other Financing  Documents,  (iv)
     exercise or fail to exercise rights of set-off or other rights,
     or (v) accept partial payments  or extend from time to time the
     maturity of all or any part of the Obligations.

     SECTION 9.4    SEVERABILITY.  In  case  one or more provisions,
or  part  thereof,  contained  in  this Agreement or  in  the  other
Financing Documents shall be invalid,  illegal  or  unenforceable in
any  respect  under  any  Law,  then  without  need for any  further
agreement, notice or action:

                    (a) the validity, legality and enforceability of
     the remaining provisions shall remain effective  and binding on
     the  parties  thereto  and  shall  not  be affected or impaired
     thereby;

                    (b)  the  obligation  to be fulfilled  shall  be
     reduced to the limit of such validity;

                    (c) such provision or part thereof only shall be
     void,  and  the  remainder  of  this  Agreement   shall  remain
     operative and in full force and effect.

     SECTION 9.5    ASSIGNMENTS  BY LENDERS.  Any Lender  may,  with
the prior written consent of the Agent and the Borrower, but without
notice to or consent of any other Lender, which consent shall not be
unreasonably withheld, delayed or  conditioned, assign to any Person
(each an "Assignee" and collectively,  the  "Assignees")  all  or  a
portion  of  such Lender's Commitments; provided that (i) the amount
assigned by such  Lender  must  be  at  least  equal to Five Million
Dollars ($5,000,000), (ii) after giving effect to  such  assignment,
such  Lender  must  continue  to  hold  a  Pro  Rata  Share  of  the
Commitments  at  least  equal  to Ten Million Dollars ($10,000,000),
unless such Lender has assigned  one  hundred percent (100%) of such
Lender's Commitments, and (iii) any amount assigned shall be divided
pro rata among such Lenders' Pro Rata Share  of  the Commitments and
Obligations.   NationsBank  agrees  that if at any time  NationsBank
sells  one  hundred  percent  (100%)  of  all  of  its  Commitments,
NationsBank  shall resign as Agent and the remaining  Lenders  shall
select a replacement Agent in accordance with the provisions of this
Agreement.  In  addition,  NationsBank  agrees  that  for so long as
NationsBank  is  the Agent, unless otherwise agreed by the  Lenders,
NationsBank  shall  continue  to  hold  a  Pro  Rata  Share  of  the
Commitments at  least  equal  to  the  Pro  Rata Share of the Lender
(other than NationsBank) having the highest Pro  Rata  Share  of the
Commitments.   Any  Lender  which  elects to make such an assignment
shall pay to the Agent, for the exclusive  benefit  of the Agent, an
administrative fee for processing each such assignment in the amount
of  Three Thousand Five Hundred Dollars ($3,500).  Such  Lender  and
its Assignee  shall  notify the Agent and the Borrower in writing of
the date on which the assignment is to be effective (the "Adjustment
Date").  On or before the Adjustment Date, the assigning Lender, the
Agent, the Borrower and  the  respective  Assignee shall execute and
deliver a written assignment agreement in a  form  acceptable to the
Agent, which shall constitute an amendment to this Agreement  to the
extent  necessary  to reflect such assignment.  Upon the request  of
any assigning Lender following an assignment made in accordance with
this  Section  9.5, the  Borrower  shall  issue  new  Notes  to  the
assigning Lender  and  its  Assignee  reflecting such assignment, in
exchange for the existing Notes held by the assigning Lender.

     In  addition  to the foregoing assignments  permitted  by  this
Section 9.5, without  the prior written consent of the Borrower, but
with  the  consent  of  the   Agent,  which  consent  shall  not  be
unreasonably withheld, delayed or conditioned, any Lender may assign
all or any portion of such Lender's  Commitments (a) to NationsBank,
Fleet, or GE Capital at any time regardless  of  the  occurrence  or
non-occurrence of an Event of Default and (b) to any other Person at
any  time after the occurrence of an Event of Default; provided that
with respect to any such proposed assignment under either (a) or (b)
(i) the  amount  to  be assigned by such assigning Lender must be at
least equal to Five Million  Dollars ($5,000,000), (ii) after giving
effect to such assignment, such  assigning  Lender  must continue to
hold  a  Pro  Rata  Share of the Commitments at least equal  to  Ten
Million Dollars ($10,000,000),  unless  such Lender has assigned one
hundred  percent  (100%)  of  such Lender's Commitments,  (iii)  any
amount to be assigned shall be  divided pro rata among such Lender's
Pro Rata Share of the Commitments  and  the  Obligations,  and  (iv)
prior  to  closing  and  consummating  the  proposed assignment (the
"Proposed Assignee"), the Lender shall have first given the Borrower
notice  of  the  proposed assignment (the "Right  of  First  Refusal
Notice") to permit  the  Borrower  an  opportunity to locate another
Person acceptable to the Agent (the "Substitute Purchaser") to close
and  consummate  the  proposed  assignment on  the  same  terms  and
conditions available to the Proposed  Assignee  and  the  Substitute
Purchaser shall in fact close and consummate the proposed assignment
within thirty (30) days after the Right of First Refusal Notice.  If
the  Borrower  fails  to  locate  a  Substitute  Purchaser or if the
Substitute  Purchaser  fails  to close and consummate  the  proposed
assignment within such thirty (30)  day period, the assigning Lender
shall be entitled to close and consummate the proposed assignment to
the Proposed Assignee without further  notice  or  obligation to the
Borrower.

     In addition, notwithstanding the foregoing, any  Lender  may at
any  time  pledge  all  or any portion of such Lender's rights under
this Agreement, any of the  Commitments or any of the Obligations to
a Federal Reserve Bank.

     SECTION 9.6    PARTICIPATIONS  BY  LENDERS.   Any Lender may at
any  time  sell to one or more financial institutions  participating
interests in  any  of  such  Lender's  Obligations  or  Commitments;
provided, however, that (a) no such participation shall relieve such
Lender from its obligations under this Agreement or under any of the
other  Financing  Documents to which it is a party, (b) such  Lender
shall  remain  solely   responsible   for  the  performance  of  its
obligations  under  this  Agreement  and  under  all  of  the  other
Financing Documents to which it is a party,  (c)  the  Borrower, the
Agent  and  the  other  Lenders  shall  continue to deal solely  and
directly with such Lender in connection with  such  Lender's  rights
and  obligations  under  this  Agreement  and  the  other  Financing
Documents,  and  (d)  no  such  participant  shall be granted voting
rights with respect to any matters reserved for  the  Lenders  under
the provisions of this Agreement.

     SECTION 9.7    DISCLOSURE  OF  INFORMATION  BY LENDERS.  (a) In
connection with any sale, transfer, assignment or  participation  by
any  Lender in accordance with Section 9.5 or 9.6 above, each Lender
shall  have  the  right  to  disclose  to  any  actual  or potential
purchaser,   assignee,   transferee  or  participant  all  financial
records, information, reports,  financial  statements  and documents
obtained in connection with this Agreement and/or any of  the  other
Financing  Documents  or  otherwise,  provided  that  such actual or
potential purchaser shall agree to keep confidential any  non-public
information delivered or made available to such Lender.

     (b) Each of the Lenders and the Agent hereby agree to  exercise
reasonable  efforts to keep any non-public information delivered  or
made available  to  it  pursuant  to  this  Agreement  or any of the
Financing Documents, confidential from any other Person  except  (a)
Persons  employed or retained by such Lender or Agent who are or are
expected to  become engaged in evaluating, approving, structuring or
administering the Obligations, (b) with the prior written consent of
Borrower, (c)  as  required  in  connection with the exercise of any
remedy under this Agreement or any of the Financing Documents or (e)
as may be required by Law, provided  that  in  the  event  that  any
Lender,  the  Agent  or  any  of  its  or  their representatives are
requested or compelled (by oral questions, interrogatories, requests
for information or documents, subpoena, civil  investigative  demand
or  similar  process)  to disclose any of the non-public information
delivered or made available  to  any Lender or the Agent pursuant to
this Agreement or any of the Financing  Documents,  the Lenders, the
Agent  and  its or their representatives, as appropriate,  agree  to
provide Borrower with prompt notice of such request(s).

     SECTION 9.8    SUCCESSORS  AND ASSIGNS.  This Agreement and all
other Financing Documents shall be  binding  upon  and  inure to the
benefit  of  the  Borrower,  the  Agent  and  the  Lenders and their
respective heirs, personal representatives, successors  and assigns,
except  that  the  Borrower  shall not have the right to assign  its
rights hereunder or any interest  herein  without  the prior written
consent of the Agent and the Requisite Lenders.

     SECTION 9.9    CONTINUING     AGREEMENTS.     All    covenants,
agreements, representations and warranties  made  by the Borrower in
this Agreement, in any of the other Financing Documents,  and in any
certificate  delivered pursuant hereto or thereto shall survive  the
making by the  Lenders  of  the  Loans,  the  issuance of Letters of
Credit  by the Agent and the execution and delivery  of  the  Notes,
shall be  binding upon the Borrower regardless of how long before or
after the date  hereof  any of the Obligations were or are incurred,
and shall continue in full  force  and  effect so long as any of the
Obligations are outstanding and unpaid. From  time  to time upon the
Agent's  request, and as a condition of the release of  any  one  or
more of the  Security  Documents,  the  Borrower  and  other Persons
obligated  with respect to the Obligations shall provide  the  Agent
with such acknowledgments and agreements as the Agent may require to
the effect that  there  exists  no  defenses,  rights  of  setoff or
recoupment,  claims,  counterclaims, actions or causes of action  of
any kind or nature whatsoever  against  the Agent, any or all of the
Lenders, and/or any of its or their agents  and  others,  or  to the
extent there are, the same are waived and released.

     SECTION 9.10   ENFORCEMENT  COSTS.  The Borrower agrees to  pay
to the Agent on demand all Enforcement Costs (including expenses and
fees incurred by any Lender to the extent included in the definition
of Enforcement Costs), together with  interest thereon from the date
following demand until paid in full at  a per annum rate of interest
equal  at  all  times to the Post-Default Rate.   Enforcement  Costs
shall be immediately  due  and  payable  at  the  time  advanced  or
incurred,  whichever is earlier.  Without implying any limitation on
the foregoing,  the  Borrower  agrees,  as  part  of the Enforcement
Costs, to pay upon demand any and all stamp and other Taxes and fees
payable or determined to be payable in connection with the execution
and delivery of this Agreement and the other Financing Documents and
to save the Agent and the Lenders harmless from and  against any and
all  liabilities  with  respect  to or resulting from any  delay  in
paying or omission to pay any Taxes  or  fees  referred  to  in this
Section.  The provisions of this Section shall survive the execution
and   delivery  of  this  Agreement,  the  repayment  of  the  other
Obligations and shall survive the termination of this Agreement.

     SECTION 9.11   APPLICABLE LAW; JURISDICTION.

               9.11.1    As  a  material inducement to the Agent and
the Lenders to enter into this Agreement,  the Borrower acknowledges
and agrees that the Financing Documents, including,  this Agreement,
shall  be  governed  by  the  Laws of the State, as if each  of  the
Financing  Documents  and this Agreement  had  each  been  executed,
delivered, administered  and  performed solely within the State even
though for the convenience and  at  the request of the Borrower, one
or more of the Financing Documents may  be  executed elsewhere.  The
Agent  and  the  Lenders acknowledge, however, that  remedies  under
certain of the Financing  Documents which relate to property outside
the State may be subject to  the  laws  of  the  state  in which the
property is located.

               9.11.2    The  Borrower  irrevocably submits  to  the
jurisdiction of any state or federal court sitting in the State over
any suit, action or proceeding arising out  of  or  relating to this
Agreement  or  any  of the other Financing Documents.  The  Borrower
irrevocably waives, to  the  fullest  extent  permitted  by law, any
objection  that  it may now or hereafter have to the laying  of  the
venue of any such  suit,  action  or  proceeding brought in any such
court and any claim that any such suit, action or proceeding brought
in any such court has been brought in an  inconvenient forum.  Final
judgment in any such suit, action or proceeding  brought in any such
court shall be conclusive and binding upon the Borrower  and  may be
enforced   in  any  court  in  which  the  Borrower  is  subject  to
jurisdiction, by a suit upon such judgment, PROVIDED that service of
process  is effected  upon  the  Borrower  in  one  of  the  manners
specified  in  this  Section or as otherwise permitted by applicable
Laws.

               9.11.3    The  Borrower hereby irrevocably designates
and appoints The Corporation Trust,  Incorporated,  32 South Street,
Baltimore,  Maryland  21202, as the Borrower's authorized  agent  to
receive on the Borrower's behalf service of any and all process that
may  be served in any suit,  action  or  proceeding  of  the  nature
referred to in this Section in any state or federal court sitting in
the State.   If such agent shall cease so to act, the Borrower shall
irrevocably designate  and  appoint without delay another such agent
in the State satisfactory to the Agent and shall promptly deliver to
the Agent evidence in writing  of  such  other agent's acceptance of
such appointment and its agreement that such  appointment  shall  be
irrevocable.

               9.11.4    The  Borrower  hereby  consents  to process
being  served  in  any  suit,  action  or  proceeding  of the nature
referred to in this Section by (i) the mailing of a copy  thereof by
registered  or  certified  mail,  postage  prepaid,  return  receipt
requested,  to the Borrower at the Borrower's address designated  in
or pursuant to  Section  9.1 hereof, and (ii) serving a copy thereof
upon the agent, if any, designated  and appointed by the Borrower as
the Borrower's agent for service of process  by  or pursuant to this
Section.   The  Borrower  irrevocably agrees that such  service  (i)
shall be deemed in every respect  effective  service of process upon
the Borrower in any such suit, action or proceeding, and (ii) shall,
to  the fullest extent permitted by law, be taken  and  held  to  be
valid  personal  service upon the Borrower.  Nothing in this Section
shall affect the right  of  the Agent to serve process in any manner
otherwise permitted by law or limit the right of the Agent otherwise
to bring proceedings against  the  Borrower  in  the  courts  of any
jurisdiction or jurisdictions.

     SECTION 9.12   DUPLICATE   ORIGINALS  AND  COUNTERPARTS.   This
Agreement may be executed in any  number  of  duplicate originals or
counterparts, each of such duplicate originals or counterparts shall
be deemed to be an original and all taken together  shall constitute
but one and the same instrument.

     SECTION 9.13   HEADINGS.   The  headings in this Agreement  are
included herein for convenience only, shall not constitute a part of
this Agreement for any other purpose,  and  shall  not  be deemed to
affect the meaning or construction of any of the provisions hereof.

     SECTION 9.14   NO  AGENCY.  Nothing herein contained  shall  be
construed to constitute the  Borrower  as  the agent of the Agent or
any  of  the Lenders for any purpose whatsoever  or  to  permit  the
Borrower to  pledge  any  of  the  credit of the Agent or any of the
Lenders.   Neither  the  Agent  nor any  of  the  Lenders  shall  be
responsible or liable for any shortage, discrepancy, damage, loss or
destruction of any part of the Collateral  wherever  the same may be
located and regardless of the cause thereof.  Neither  the Agent nor
any  of  the  Lenders  shall,  by  anything herein or in any of  the
Financing  Documents  or otherwise, assume  any  of  the  Borrower's
obligations under any contract  or  agreement  assigned to the Agent
and/or  the Lenders, and neither the Agent nor any  of  the  Lenders
shall be  responsible in any way for the performance by the Borrower
of any of the terms and conditions thereof.

     SECTION 9.15   WAIVER  OF  TRIAL  BY  JURY.   THE BORROWER, THE
AGENT  AND THE LENDERS HEREBY JOINTLY AND SEVERALLY WAIVE  TRIAL  BY
JURY IN  ANY  ACTION  OR PROCEEDING TO WHICH THE BORROWER, THE AGENT
AND/OR ANY OR ALL OF THE  LENDERS  MAY BE PARTIES, ARISING OUT OF OR
IN  ANY  WAY  PERTAINING  TO  (A) THIS AGREEMENT,  (B)  ANY  OF  THE
FINANCING DOCUMENTS, OR (C) THE COLLATERAL.  THIS WAIVER CONSTITUTES
A WAIVER OF TRIAL BY JURY OF ALL  CLAIMS AGAINST ALL PARTIES TO SUCH
ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT
PARTIES TO THIS AGREEMENT.

          This waiver is knowingly,  willingly  and voluntarily made
by  the Borrower, the Agent and the Lenders, and the  Borrower,  the
Agent  and  the  Lenders hereby represent that no representations of
fact or opinion have  been  made  by  any  individual to induce this
waiver  of  trial  by jury or to in any way modify  or  nullify  its
effect.  The Borrower,  the  Agent and the Lenders further represent
that they have been represented in the signing of this Agreement and
in the making of this waiver by  independent legal counsel, selected
of their own free will, and that they  have  had  the opportunity to
discuss this waiver with counsel.

     SECTION 9.16   LIABILITY  OF  THE AGENT AND THE  LENDERS.   The
Borrower hereby agrees that neither the Agent nor any of the Lenders
shall be chargeable for any negligence,  mistake, act or omission of
any accountant, examiner, agency or attorney  employed  by the Agent
and/or any of the Lenders in making examinations, investigations  or
collections,  or otherwise in perfecting, maintaining, protecting or
realizing upon  any  lien or security interest or any other interest
in the Collateral or other  security for the Obligations, except for
acts of gross negligence and willful misconduct.

          By inspecting the Collateral  or  any  other properties of
the Borrower or by accepting or approving anything  required  to  be
observed,  performed  or fulfilled by the Borrower or to be given to
the Agent and/or any of  the  Lenders  pursuant to this Agreement or
any of the other Financing Documents, neither  the  Agent nor any of
the  Lenders  shall  be deemed to have warranted or represented  the
condition, sufficiency,  legality,  effectiveness or legal effect of
the same, and such acceptance or approval  shall  not constitute any
warranty or representation with respect thereto by  the Agent and/or
the Lenders.

     SECTION 9.17   ENTIRE AGREEMENT.  THIS AGREEMENT IS INTENDED BY
THE AGENT, THE LENDERS AND THE BORROWER TO BE A COMPLETE,  EXCLUSIVE
AND  FINAL  EXPRESSION  OF THE AGREEMENTS CONTAINED HEREIN.  NEITHER
THE AGENT, THE LENDERS NOR  THE  BORROWER  SHALL  HEREAFTER HAVE ANY
RIGHTS  UNDER  ANY  PRIOR  AGREEMENTS  PERTAINING  TO  THE   MATTERS
ADDRESSED  BY THIS AGREEMENT BUT SHALL LOOK SOLELY TO THIS AGREEMENT
FOR DEFINITION  AND DETERMINATION OF ALL OF THEIR RESPECTIVE RIGHTS,
LIABILITIES AND RESPONSIBILITIES UNDER THIS AGREEMENT.

     IN WITNESS WHEREOF,  each  of  the parties hereto have executed
and delivered this Agreement under their  respective seals as of the
day and year first written above.

WITNESS OR ATTEST:            BERRY PLASTICS CORPORATION


/S/                            By:/S/ JAMES M. KRATOCHVIL  (Seal)
-------------------------      ------------------------------
                                 James M. Kratochvil
                                 Vice President

WITNESS:                      NATIONSBANK, N.A.,
                              in its capacity as Agent

/S/                            By:/S/ VICKIE L. TILLMAN    (Seal)
-------------------------      ------------------------------
                                 Vickie L. Tillman
                                 Vice President

WITNESS:                      NATIONSBANK, N.A.
                              in its capacity as a Lender


/S/                            By:/S/ VICKIE L. TILLMAN    (Seal)
-------------------------      ------------------------------
                                 Vickie L. Tillman
                                 Vice President


WITNESS:                      GENERAL ELECTRIC CAPITAL CORPORATION
                              in its capacity as a Lender


/S/                            By:/S/ PEGGY ERLENCOTTER    (Seal)
-------------------------      ------------------------------
                                 Peggy Erlencotter
                                 Senior Vice President

WITNESS:                      FLEET CAPITAL CORPORATION
                              in its capacity as a Lender


/S/                            By:/S/ ROBERT M. DAILEY     (Seal)
-------------------------      ------------------------------
                                 Robert M. Dailey
                                 Vice President


                                        LIST OF EXHIBITS

A.   Form of Borrowing Base Report

B.   Wire Transfer Procedures

C-1. Pro Forma Financial Statements

C-2  Pro Forma Balance Sheets

D.   Form of Compliance Certificate

                      LIST OF SCHEDULES

SCHEDULE  1.1       List of Account Debtors (concentrations)
SCHEDULE  4.1.10    Litigation
SCHEDULE  4.1.14    Scheduled Indebtedness for Borrowed Money
SCHEDULE  4.1.20    Employee Relations Disclosures
SCHEDULE  4.1.21    Hazardous Materials Disclosures
SCHEDULE  4.1.22    Scheduled Permitted Liens
SCHEDULE  4.1.24    Information on Names, Addresses and Locations
SCHEDULE  6.2.5          Permitted Investments
<PAGE>
                                                  EXHIBIT B

                 NATIONSBANK BUSINESS CREDIT
                  WIRE TRANSFER PROCEDURES

     The transfer of funds by means of wire  may  be  made by NationsBank
(lender) at the request of its customer (borrower).  Such  wire transfers
are categorized by lender as either repetitive or non-repetitive.

REPETITIVE:

Repetitive wire transfers may vary in amount, but are consistent in terms
of  the  payee,  the  location  to which funds are wired, the bank  name,
account number and the routing transit number.

Either borrower or lender may initiate  a  repetitive wire transfer.  The
borrower may identify the repetitive nature of transfers and request they
be  established as such via the "Repetitive Wire  Transfer  Authorization
Form" (copy attached).  Lender, after observing numerous transfers to the
same  recipient  and  destination, may initiate the repetitive process by
faxing  or  mailing  the "Repetitive  Wire  Authorization  Form"  to  the
borrower for completion and return.

Although a first request  for  a  repetitive wire transfer may be honored
from a faxed copy of the "Repetitive Wire Transfer Authorization Form", a
copy of the form containing an original  signature  must be received from
the borrower.  All transfer authorization forms must  be  approved by and
contain the signature of a person authorized by the borrower  to  advance
funds from borrower's line of credit with the lender.

After  receipt  of  the  original "Repetitive Wire Transfer Authorization
Form" by the lender, subsequent  wire  transfers  to  the recipient named
thereon  may be initiated by telephone request, provided  the  requesting
party is identified  by  the lender as a person authorized by borrower to
advance funds from the borrower's line of credit with lender.

NON-REPETITIVE:

Non-Repetitive wire transfers are directed to recipients on a one-time or
infrequent basis or are directed  to varied destinations.  Non-repetitive
wire transfers require that written notification be provided to lender by
borrower, showing payee, location, account number, routing transit number
and name and location of bank into  which  funds  are  to be transferred.
Such  written notification may be provided by means of a  "Non-Repetitive
Wire Transfer Authorization Form" (copy attached).

Required  information  may  be  faxed  to lender in order to expedite the
transfer;  however, a copy of the transfer  authorization  form  with  an
original signature(s)  must  be  received  by  lender from borrower.  The
transfer authorization form must be approved by and contain the signature
of a person authorized by the borrower to advance  funds  from borrower's
line of credit with the lender.

For  any  non-repetitive  wire  transfer,  Lender may, at its discretion,
perform a telephone verification with an authorized  representative  (the
original  signer  or another authorized representative) of borrower prior
to initiating the transfer.
<PAGE>

                                             EXHIBIT D



                        FINANCING AGREEMENT
                      COMPLIANCE CERTIFICATE


THIS CERTIFICATE is made as of __________________, 199_ , by BERRY 
PLASTICS CORPORATION, a corporation organized under the laws of the 
State of Delaware, (the "Borrower"), to NATIONSBANK, N.A., a national 
banking association (the "Agent"), pursuant to Section 6.1.1 of the 
Financing and Security Agreement dated ______________, 199_, (as amended, 
modified, restated, substituted,