Berry Third Amendment to 3rd A&R CFA.DOC
03/15/02 2:49 PM


               THIRD AMENDMENT TO THIRD AMENDED AND RESTATED
                     FINANCING AND SECURITY AGREEMENT


     THIS  THIRD  AMENDMENT  TO  THIRD  AMENDED  AND RESTATED FINANCING AND
SECURITY AGREEMENT (this "Amendment") is made effective  as of the 11th day
of  May,  2001,  by  and  among  BERRY  PLASTICS CORPORATION, a corporation
organized  and  existing  under the laws of  the  State  of  Delaware  (the
"Borrower"), NIM HOLDINGS LIMITED,  a  company organized and existing under
the  laws  of England and Wales ("NIM Holdings"),  and  BERRY  PLASTICS  UK
LIMITED, a company  organized  and  existing  under the laws of England and
Wales, formerly known as Norwich Injection Moulders  Limited  ("Berry UK");
BANK OF AMERICA, N.A., a national banking association ("Bank of  America"),
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"), HELLER FINANCIAL, INC., a corporation
organized and existing  under the laws of the State of Delaware ("Heller"),
PNC BANK, NATIONAL ASSOCIATION,  a  national  banking  association ("PNC"),
LASALLE BUSINESS CREDIT, INC., a corporation organized and  existing  under
the  laws  of the State of Delaware ("LaSalle"), and THE PROVIDENT BANK,  a
banking corporation  organized  and existing under the laws of the State of
Ohio  ("Provident")  (collectively,   the  "Lenders"  and  individually,  a
"Lender"); GENERAL ELECTRIC CAPITAL CORPORATION,  a  corporation  organized
and  existing  under  the  laws  of the State of New York, as documentation
agent, and BANK OF AMERICA, N. A.,  a  national banking association, in its
capacity as both collateral and administrative  agent  for the Lenders (the
"Agent") and as lead arranger; Witnesseth:


                                 RECITALS



     The Lenders, the Borrower, Berry UK, NIM Holdings and  the  Agent  are
parties  to  that certain Third Amended and Restated Financing and Security
Agreement dated  as  of  May  9, 2000, as amended by (i) that certain First
Amendment to Third Amended and  Restated  Financing  and Security Agreement
dated  as of July 14, 2000 (the "First Amendment") and  (ii)  that  certain
Second Amendment  to  Third  Amended  and  Restated  Financing and Security
Agreement  dated  as  of  September  6,  2000 (the "Second Amendment")  (as
amended,  restated,  supplemented  or  otherwise   modified,   the  "Credit
Agreement").  Under and subject to the provisions of the Credit  Agreement,
the Lenders agreed to establish in favor of the Borrower, Berry UK  and NIM
Holdings   certain  revolving  credit,  letter  of  credit  and  term  loan
facilities.  All capitalized terms used herein but not specifically defined
herein shall have the meanings given such terms in the Credit Agreement.

     The  Borrower   has   advised   the   Agent   and   the  Lenders  that
contemporaneously  with the execution and delivery of this  Amendment,  (i)
the Parent has formed  Pescor,  Inc.,  a corporation organized and existing
under the laws of the State of Delaware  ("Pescor") and (ii) the Parent has
acquired  or  intends  to  acquire  Pescor Plastics,  Inc.,  a  corporation
organized  and existing under the laws  of  the  State  of  Texas  ("Pescor
Target") in  accordance  with  the provisions of that certain Agreement and
Plan of Reorganization by and among  the  existing  shareholders  of Pescor
Target,  the  Parent,  and  Pescor  (as amended, restated, supplemented  or
otherwise modified, the "Pescor Merger  Agreement").   Pescor  Target  will
merge  (the  "Pescor  Merger")  into  Pescor  such  that Pescor will be the
surviving corporation.  Promptly following the merger,  the  Parent intends
to  contribute  all  of the issued and outstanding stock of Pescor  to  the
Borrower (the "Pescor  Stock").   Following  the  Pescor  Merger of and the
Parent's contribution of the Pescor Stock to the Borrower, Pescor will be a
wholly-owned subsidiary of the Borrower.

     The Borrower previously advised the Agent and the Lenders that (i) the
Borrower   had  formed  Berry  Plastics  Acquisition  Corporation   II,   a
corporation  organized and existing under the laws of the State of Delaware
("Berry Italy"),  and  Berry  Italy  is  a  wholly-owned  subsidiary of the
Borrower, (ii) the Borrower has acquired ninety-five percent  (95%)  of the
issued  and  outstanding  capital  stock  of CBP Holdings, S.r.l. (formerly
Capsol-Berry  Plastics S.r.l.), a company duly  incorporated  and  existing
under the laws of Italy (the "Italian Holding Company") and Berry Italy has
acquired five percent  (5%)  of the issued and outstanding capital stock of
the Italian Holding Company, and (iii) the Italian Holding Company owns one
hundred percent (100%) of the  issued  and outstanding capital stock of (1)
Ociesse  S.r.l.  - Officina Costruzione Stampi  Lavorazioni  Meccaniche  di
Precisione, a company  duly  incorporated  and  existing  under the laws of
Italy  ("Ociesse")  and  (2)  Capsol Berry Plastics S.p.a., a company  duly
incorporated and existing under  the  laws  of Italy ("Capsol Italy").  The
Italian  Holding  Company  has  applied  to Bank of  America  Italy  for  a
revolving credit facility in a maximum principal  amount not to exceed Euro
13,550,000 or, at the option of the Italian Holding Company, the equivalent
amount in United States Dollars (the "Italian Revolving  Credit Facility").
Capsol  Italy  has  opened one or more bank accounts with Bank  of  America
Italy with respect to  which  Bank  of  America Italy has agreed to provide
overdraft facilities for a total amount not  exceeding  Euro 1,700,000 (the
"Italian  Overdraft  Facility").   The  obligations of the Italian  Holding
Company  and/or  Capsol  Italy under and in  connection  with  the  Italian
Revolving Credit Facility and the Italian Overdraft Facility (collectively,
the "Italian Credit Facilities") are or will be secured by a first priority
pledge of all issued and outstanding  capital  stock of the Italian Holding
Company, Ociesse and Capsol Italy.

     In connection with the above transactions,  the Borrower has requested
that the Agent and the Lenders agree (i) to increase  the  Total  Revolving
Credit  Committed  Amount from $70,000,000 to $80,000,000, (ii) to make  an
additional term loan  facility  to  the Borrower in the principal amount of
$2,000,000, (iii) to amend the terms and conditions of the Credit Agreement
relating to the Italian Credit Facilities  set forth in the First Amendment
and the Second Amendment to reflect the actual  terms and conditions of the
Italian Credit Facilities, and (iv) otherwise to  amend  certain  terms and
conditions  of  the  Credit  Agreement.   In  addition,  the  Borrower  has
requested  that  the  Agent  and  the  Lenders consent and agree to (1) the
acquisition of the Pescor Target by the Parent in accordance with the terms
and conditions of the Pescor Merger Agreement, (2) the Parent's issuance of
a class of preferred stock to one or more  existing  shareholders of Pescor
Target  in accordance with the provisions of the Pescor  Merger  Agreement,
and (3) the Parent's contribution of the Pescor Stock to the Borrower.

     NOW,  THEREFORE,  in  consideration of the premises and other good and
valuable consideration, the  receipt  and  sufficiency  of which are hereby
acknowledged,  the  Borrower, Berry UK, NIM Holdings, the Lenders  and  the
Agent hereby agree as follows:

     The Borrower, Berry  UK  and NIM Holdings hereby acknowledge and agree
that the recitals set forth above  are  true and accurate in each and every
respect and are incorporated herein by reference.   The representations and
warranties of the Borrower, Berry UK and NIM Holdings  contained  among the
provisions  of the Credit Agreement are true and correct as of the date  of
this Amendment  (except  that  any such representations and warranties that
are not qualified as to materiality  need  only  be true and correct in all
material respects) with the same effect as though  such representations and
warranties   had  been  made  as  of  such  date,  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 of the Credit  Agreement,  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 the Credit Agreement.

     The Credit Agreement is hereby amended as follows:

     Section  1.1  beginning  on  page  3 of the Credit Agreement is hereby
amended to add the following definitions:

          "BERRY ITALY" MEANS BERRY PLASTICS  ACQUISITION  CORPORATION
     II,  A COMPANY DULY INCORPORATED AND EXISTING UNDER THE  LAWS  OF
     DELAWARE, AND ITS SUCCESSORS AND ASSIGNS.

          "NORWICH  ACQUISITION"  MEANS NORWICH ACQUISITION LIMITED, A
     COMPANY ORGANIZED AND EXISTING  UNDER  THE  LAWS  OF  ENGLAND AND
     WALES, AND ITS SUCCESSORS AND ASSIGNS.

          "PESCOR"  MEANS  PESCOR,  INC., A CORPORATION ORGANIZED  AND
     EXISTING  UNDER  THE  LAWS  OF  THE  STATE   OF  DELAWARE  AND  A
     CONSTITUENT  CORPORATION  IN  THE  MERGER  OF PESCOR  AND  PESCOR
     TARGET, AND ITS SUCCESSORS AND ASSIGNS.

          "PESCOR  CLOSING DATE" MEANS THE DATE ON  WHICH  THE  PESCOR
     MERGER TRANSACTION IS CLOSED AND CONSUMMATED.

          "PESCOR MERGER"  MEANS  THE  MERGER  OF  PESCOR  TARGET INTO
     PESCOR WITH PESCOR AS THE SURVIVING CORPORATION.

          "PESCOR  MERGER AGREEMENT" MEANS THAT CERTAIN AGREEMENT  AND
     PLAN OF REORGANIZATION  DATED AS OF MAY 11, 2001 BY AND AMONG THE
     PARENT, PESCOR AND THE SHAREHOLDERS OF PESCOR TARGET, 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.

          "PESCOR  MERGER  DOCUMENTS"  MEANS  COLLECTIVELY  THE PESCOR
     MERGER  AGREEMENT AND ANY AND ALL OTHER AGREEMENTS, DOCUMENTS  OR
     INSTRUMENTS,  PREVIOUSLY, NOW OR HEREAFTER EXECUTED AND DELIVERED
     BY THE PARENT,  THE  BORROWER,  OR ANY OTHER PERSON IN CONNECTION
     WITH THE PESCOR MERGER TRANSACTION,  AS THE SAME MAY FROM TIME TO
     TIME BE AMENDED, RESTATED, SUPPLEMENTED AND MODIFIED.

          "PESCOR MERGER TRANSACTION" MEANS  (I) THE PESCOR MERGER AND
     (II)  THE  ISSUANCE  OF  THE  PESCOR  PREFERRED   STOCK,  ALL  IN
     ACCORDANCE  WITH  THE PROVISIONS OF THE PESCOR MERGER  AGREEMENT,
     AND ALSO INCLUDES THE  CONTRIBUTION  OF  THE  PESCOR STOCK BY THE
     PARENT TO THE BORROWER.

          "PESCOR  PREFERRED STOCK" MEANS THE ISSUED  AND  OUTSTANDING
     SHARES OF SERIES  C-1,  C-2,  C-3,  C-4  AND  C-5 PREFERRED STOCK
     ISSUED  BY  THE  PARENT  TO THE EXISTING SHAREHOLDERS  OF  PESCOR
     TARGET IN ACCORDANCE WITH THE TERMS AND  CONDITIONS OF THE PESCOR
     MERGER AGREEMENT.

          "PESCOR PREFERRED STOCK  SHAREHOLDER  AGREEMENTS"  MEANS ANY
     AND  ALL AGREEMENTS, DOCUMENTS OR INSTRUMENTS NOW OR AT ANY  TIME
     EXECUTED  AND  DELIVERED IN CONNECTION WITH THE ISSUANCE, SALE OR
     PURCHASE OF THE  PESCOR  PREFERRED  STOCK  IN CONNECTION WITH THE
     PESCOR MERGER TRANSACTION, AS THE SAME MAY FROM  TIME  TO TIME BE
     AMENDED, RESTATED, SUPPLEMENTED OR MODIFIED.

          "PESCOR  TARGET"  MEANS PESCOR PLASTICS, INC., A CORPORATION
     ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF TEXAS AND A
     CONSTITUENT CORPORATION  IN  THE  MERGER  OF  PESCOR  AND  PESCOR
     TARGET, ITS SUCCESSORS AND ASSIGNS.

          "TERM LOAN C" AND "TERM LOANS C" HAVE THE MEANINGS DESCRIBED
     IN SECTION 2.12.1 (TERM LOAN C FACILITY).

          "TERM LOAN C COMMITMENT" AND "TERM LOAN C COMMITMENTS"  HAVE
     THE   MEANINGS   DESCRIBED   IN   SECTION  2.12.1  (TERM  LOAN  C
     COMMITMENTS).

          "TERM LOAN C COMMITTED AMOUNT"  HAS THE MEANING DESCRIBED IN
     SECTION 2.12.1 (TERM LOAN C COMMITMENTS).

          "TERM LOAN C FACILITY" MEANS THE FACILITY ESTABLISHED BY THE
     LENDERS PURSUANT TO SECTION 2.12 (TERM LOAN C FACILITY).

          "TERM  LOAN  C  MANDATORY  PREPAYMENT"   AND  "TERM  LOAN  A
     MANDATORY  PREPAYMENTS"  HAVE THE MEANINGS DESCRIBED  IN  SECTION
     2.12.3 (MANDATORY PREPAYMENTS OF TERM LOAN C).

          "TERM LOAN C OPTIONAL  PREPAYMENT" AND "TERM LOAN C OPTIONAL
     PREPAYMENTS"  HAVE  THE  MEANINGS  DESCRIBED  IN  SECTION  2.12.4
     (OPTIONAL PREPAYMENTS OF TERM LOANS C).

          "TERM LOAN C PRO RATA  SHARE"  HAS  THE MEANING DESCRIBED IN
     SECTION 2.12.1 (TERM LOAN C FACILITY).

          "TERM LOAN C NOTE" AND "TERM LOAN C NOTES"  HAVE THE MEANING
     DESCRIBED IN SECTION 2.12.2 (AMORTIZATION OF TERM LOANS C).

          "THIRD  AMENDMENT"  MEANS  THAT  CERTAIN THIRD AMENDMENT  TO
     THIRD AMENDED AND RESTATED FINANCING AND  SECURITY  AGREEMENT  BY
     AND  AMONG THE AGENT, THE LENDERS, THE BORROWER, BERRY UK AND NIM
     HOLDINGS.

          "TOTAL  TERM  LOAN  C  COMMITTED  AMOUNT"  HAS  THE  MEANING
     DESCRIBED IN SECTION 2.12.1 (TERM LOAN C COMMITMENTS).

     The  definition  of  "Affiliate" on page 4 of the Credit Agreement  is
hereby deleted in its entirety  and  the  following  is  substituted in its
place:

          "AFFILIATE"  MEANS,  WITH RESPECT TO ANY DESIGNATED  PERSON,
     ANY  OTHER  PERSON,  (A)  DIRECTLY   OR  INDIRECTLY  CONTROLLING,
     DIRECTLY OR INDIRECTLY CONTROLLED BY, OR UNDER DIRECT OR INDIRECT
     COMMON  CONTROL  WITH  THE  PERSON DESIGNATED,  (B)  DIRECTLY  OR
     INDIRECTLY OWNING OR HOLDING  TEN  PERCENT  (10%)  OR MORE OF ANY
     EQUITY  INTEREST  IN  SUCH DESIGNATED PERSON, OR (C) 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.   NOTWITHSTANDING  THE  FOREGOING, NONE OF
     THE HOLDERS OF THE PESCOR PREFERRED STOCK SHALL  BE  DEEMED TO BE
     AFFILIATES  OF  THE  BORROWER  OR  ANY  OF  ITS AFFILIATES SOLELY
     BECAUSE  OF  HIS,  HER  OR ITS HOLDING OF SHARES  OF  THE  PESCOR
     PREFERRED STOCK.

     The definition of "Assignment  of  Trademarks" on page 5 of the Credit
Agreement  is  hereby  deleted  in  its  entirety   and  the  following  is
substituted in its place:

          "ASSIGNMENT  OF  TRADEMARKS" MEANS (A) THAT CERTAIN  AMENDED
     AND RESTATED COLLATERAL  ASSIGNMENT  OF  TRADEMARKS  AS  SECURITY
     DATED  MAY 9, 2000 FROM THE BORROWER TO THE AGENT FOR THE BENEFIT
     OF THE LENDERS  RATABLY  AND THE AGENT, (B) THAT CERTAIN AMENDED,
     RESTATED AND CONSOLIDATED  COLLATERAL ASSIGNMENT OF TRADEMARKS AS
     SECURITY  DATED  AS  OF  MAY 9,  2000  FROM  PACKERWARE,  VENTURE
     SOUTHEAST, VENTURE MIDWEST,  KNIGHT,  POLY-SEAL AND CARDINAL, AND
     (C) THAT CERTAIN COLLATERAL ASSIGNMENT  OF TRADEMARKS DATED AS OF
     THE PESCOR CLOSING DATE FROM PESCOR, EACH  AS  AMENDED, RESTATED,
     SUPPLEMENTED  OR OTHERWISE MODIFIED IN WRITING AT  ANY  TIME  AND
     FROM TIME TO TIME.

     The definition  of  "BofA  Permitted  Ceiling"  on page 2 of the First
Amendment  is  hereby  deleted  in  its  entirety  and  the  following   is
substituted in its place:

          "BOFA  PERMITTED CEILING" HAS THE MEANING GIVEN SUCH TERM IN
     THE INTERCREDITOR AGREEMENT.

     The definition  of  "Capital  Expenditures"  on  page  7 of the Credit
Agreement  is  hereby  deleted  in  its  entirety  and  the  following   is
substituted in its place:

          "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 THE ENTERING INTO OF CAPITAL LEASES.

     The definition  of  "Capsol Italy" on page 3 of the First Amendment is
hereby deleted in its entirety  and  the  following  is  substituted in its
place:

          "CAPSOL ITALY" MEANS CAPSOL BERRY PLASTICS S.P.A., A COMPANY
     DULY INCORPORATED AND EXISTING UNDER THE LAWS OF ITALY,  AND  ITS
     SUCCESSORS AND ASSIGNS.

     The  definitions  of  "Commitment" and "Commitments" on page 8 of  the
Credit Agreement are hereby  deleted in their entirety and the following is
substituted in their places:

          "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, TERM
     LOAN C COMMITMENT, BOND LETTER OF CREDIT COMMITMENT, UK REVOLVING
     CREDIT COMMITMENT, OR UK TERM LOAN 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, THE TERM LOAN B COMMITMENTS,  THE TERM LOAN C
     COMMITMENTS,  THE  BOND  LETTER  OF  CREDIT COMMITMENTS,  THE  UK
     REVOLVING CREDIT COMMITMENTS AND THE UK  TERM LOAN COMMITMENTS OF
     ALL OF THE LENDERS.

     The definitions of  "Committed Amount" and "Committed Amounts" on page
8  of the Credit Agreement are hereby deleted in  their  entirety  and  the
following are substituted in their places:

          "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, TERM LOAN C COMMITTED AMOUNT, THE BOND  LETTER
     OF CREDIT COMMITTED AMOUNT, UK REVOLVING CREDIT COMMITTED AMOUNT,
     UK TERM LOAN 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,  TERM LOAN C COMMITTED
     AMOUNT, THE BOND LETTER OF CREDIT COMMITTED AMOUNT OF EACH OF THE
     LENDERS, THE UK REVOLVING CREDIT COMMITTED AMOUNTS,  AND  THE  UK
     TERM LOAN COMMITTED AMOUNTS.

     Paragraph  (c)  of the definition of "Dollar Interest Period" on pages
11 and 12 of the Credit Agreement is hereby deleted in its entirety and the
following is substituted in its place:

          (C)  NO DOLLAR  INTEREST  PERIOD  SHALL  EXTEND  BEYOND  THE
     REVOLVING CREDIT  TERMINATION DATE OR THE SCHEDULED MATURITY DATE
     OF THE TERM LOANS A,  THE  TERM  LOANS B, OR THE TERM LOANS C, AS
     APPROPRIATE.

     The definitions of  "Domestic Credit  Facility"  and  "Domestic Credit
Facilities" on page 12 of the Credit Agreement are hereby deleted  in their
entirety and the following are substituted in their places:

          "DOMESTIC  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, THE  TERM LOAN C FACILITY, OR
     THE  BOND  LETTER OF CREDIT FACILITY, AS THE  CASE  MAY  BE,  AND
     "DOMESTIC CREDIT  FACILITIES"  MEANS  COLLECTIVELY  THE REVOLVING
     CREDIT FACILITY, THE LETTER OF CREDIT FACILITY, THE TERM  LOAN  A
     FACILITY, THE TERM LOAN B FACILITY, THE TERM LOAN C FACILITY, AND
     THE  BOND LETTER OF CREDIT FACILITY, AND ANY AND ALL OTHER CREDIT
     FACILITIES  NOW  OR  HEREAFTER  EXTENDED TO THE BORROWER UNDER OR
     SECURED BY THIS AGREEMENT.

     The  definition of  "Euribor Base  Rate"  on  page  2  of  the  Second
Amendment is hereby deleted in its entirety.

     The definition  of  "Italian  Holding  Company" on page 4 of the First
Amendment  is  hereby  deleted  in  its  entirety  and   the  following  is
substituted in its place:

          "ITALIAN   HOLDING   COMPANY"  MEANS  CBP  HOLDINGS,  S.R.L.
     (FORMERLY  CAPSOL-BERRY  PLASTICS   S.R.L.),   A   COMPANY   DULY
     INCORPORATED  AND  EXISTING  UNDER  THE  LAWS  OF  ITALY, AND ITS
     SUCCESSORS AND ASSIGNS.

     The definition of "Italian Revolving Credit Facility" on page 3 of the
Second  Amendment  is hereby deleted in its entirety and the  following  is
substituted in its place:

          "ITALIAN REVOLVING  CREDIT  FACILITY"  MEANS  THE  REVOLVING
     CREDIT FACILITIES AND/OR OVERDRAFT FACILITIES ESTABLISHED BY BANK
     OF  AMERICA  ITALY  IN  ACCORDANCE  WITH THE TERMS OF THE ITALIAN
     CREDIT AGREEMENTS.

     The  definition of "Italian Obligations"  on  page  3  of  the  Second
Amendment  is   hereby  deleted  in  its  entirety  and  the  following  is
substituted in its place:

          "ITALIAN  OBLIGATIONS"  MEANS  AND  INCLUDES ALL PRESENT AND
     FUTURE  INDEBTEDNESS, OBLIGATIONS, AND LIABILITIES,  WHETHER  NOW
     EXISTING  OR  CONTEMPLATED  OR  HEREAFTER ARISING, OF THE ITALIAN
     HOLDING COMPANY, CAPSOL ITALY AND/OR  OCIESSE  TO BANK OF AMERICA
     ITALY, UNDER, ARISING PURSUANT TO, IN CONNECTION  WITH  AND/OR ON
     ACCOUNT  OF  THE  PROVISIONS  OF  THE  ITALIAN CREDIT AGREEMENTS,
     INCLUDING UNDER OR PURSUANT TO REVOLVING  CREDIT AND/OR OVERDRAFT
     FACILITIES.

     The definition of "Italian Revolving Credit  Committed Amount" on page
3  of  the  Second  Amendment  is hereby deleted in its  entirety  and  the
following is substituted in its place:

          "ITALIAN REVOLVING CREDIT  COMMITTED  AMOUNT"  MEANS  UP  TO
     FIFTEEN MILLION  TWO HUNDRED FIFTY THOUSAND (15,250,000) EUROS OR
     SUCH  HIGHER  AMOUNT  AS MAY BE AGREED BY THE LENDERS, SUBJECT TO
     THE  BOFA PERMITTED CEILING,  AND  SHALL  INCLUDE  THE  PRINCIPAL
     AMOUNT   OF   ANY  AND  ALL  REVOLVING  CREDIT  AND/OR  OVERDRAFT
     FACILITIES ESTABLISHED  BY  BANK OF AMERICA ITALY IN FAVOR OF THE
     ITALIAN HOLDING COMPANY, CAPSOL ITALY AND/OR OCIESSE.

     The definition of "Italian Stock  Pledge  Agreement"  on page 4 of the
Second  Amendment  is  hereby deleted in its entirety and the following  is
substituted in its place:

          "ITALIAN STOCK  PLEDGE AGREEMENT" MEANS THAT CERTAIN DEED OF
     PLEDGE FROM THE BORROWER,  BERRY  ITALY  AND  THE ITALIAN HOLDING
     COMPANY  TO  BANK  OF  AMERICA ITALY, WHICH GRANTS,  PLEDGES  AND
     ASSIGNS TO BANK OF AMERICA  ITALY,  AS  SECURITY  FOR THE ITALIAN
     OBLIGATIONS,  ONE  HUNDRED  PERCENT  (100%)  OF  THE  ISSUED  AND
     OUTSTANDING  SHARES OF THE ITALIAN HOLDING COMPANY, CAPSOL  ITALY
     AND OCIESSE, AS  THE  SAME  MAY  FROM  TIME  TO  TIME BE AMENDED,
     RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED.

     The  definitions  of  "Loan"  and  "Loans"  on page 30 of  the  Credit
Agreement  is  hereby  deleted  in  its  entirety  and  the   following  is
substituted in its place:

          "LOAN"  MEANS EACH OF THE REVOLVING LOAN, A TERM LOAN  A,  A
     TERM LOAN B, A  TERM  LOAN C, THE UK REVOLVING LOAN, OR A UK TERM
     LOAN,  AS  THE CASE MAY BE,  AND  "LOANS"  MEANS  THE  COLLECTIVE
     REFERENCE TO THE REVOLVING LOAN, THE TERM LOANS A, THE TERM LOANS
     B, THE TERM LOANS C, THE UK REVOLVING LOAN AND THE UK TERM LOANS.

     The definitions  of   "Note"  and  "Notes"  on  page  31 of the Credit
Agreement  are  hereby  deleted  in  their  entirety and the following  are
substituted in their places:

          "NOTE"  MEANS ANY REVOLVING CREDIT NOTE,  ANY  TERM  LOAN  A
     NOTE, ANY TERM  LOAN  B  NOTE,  ANY  TERM  LOAN  C  NOTE,  THE UK
     REVOLVING  CREDIT NOTE, OR THE UK TERM NOTE, AS THE CASE MAY  BE,
     AND "NOTES"  MEANS  COLLECTIVELY EACH REVOLVING CREDIT NOTE, EACH
     TERM LOAN A NOTE, EACH  TERM  LOAN B NOTE, EACH TERM LOAN C NOTE,
     THE UK REVOLVING CREDIT NOTE, THE  UK  TERM  NOTE,  AND ANY OTHER
     PROMISSORY NOTE WHICH MAY FROM TIME TO TIME EVIDENCE  ALL  OR ANY
     PORTION OF THE OBLIGATIONS.

     The definition of "Ociesse" on page 5 of the First Amendment is hereby
deleted in its entirety and the following is substituted in its place:

          "OCIESSE" MEANS OCIESSE S.R.L. - OFFICINA COSTRUZIONE STAMPI
     LAVORAZIONI MECCANICHE DI PRECISIONE, A COMPANY DULY INCORPORATED
     AND  EXISTING  UNDER  THE  LAWS  OF ITALY, AND ITS SUCCESSORS AND
     ASSIGNS.

     The definition of "Permitted Acquisition"  on  pages  32 through 35 of
the Credit Agreement is hereby deleted in its entirety and the following is
substituted in its place:

          "PERMITTED  ACQUISITION"  MEANS  THE ACQUISITION OR PURCHASE
     OF, OR INVESTMENT IN, ANY PERSON, ANY OPERATING  DIVISION OR UNIT
     OF  ANY PERSON, OR THE CAPITAL STOCK OR ASSETS OF ANY  PERSON  OR
     THE COMBINATION WITH ANY PERSON BY THE BORROWER OR ANY SUBSIDIARY
     GUARANTOR  (EACH  INDIVIDUALLY, A "SUBJECT TRANSACTION") APPROVED
     BY THE AGENT AND EACH  OF THE LENDERS IN WRITING.   THE AGENT AND
     THE LENDERS HEREBY ADVISE  THE  BORROWER  THAT  THE PESCOR MERGER
     TRANSACTION  SHALL NOT CONSTITUTE A PERMITTED ACQUISITION  UNLESS
     AFTER GIVING EFFECT  TO  ANY  BORROWINGS UNDER THE REVOLVING LOAN
     NEEDED TO FINANCE THE PESCOR MERGER TRANSACTION, THE BORROWER AND
     THE  SUBSIDIARY  GUARANTORS  (I)  HAVE   AVAILABILITY  UNDER  THE
     REVOLVING LOAN OR UNUSED AVAILABILITY UNDER THE BORROWING BASE IN
     AN   AMOUNT   AT   LEAST   EQUAL  TO  EIGHTEEN  MILLION   DOLLARS
     ($18,000,000)  AND  (II) ARE REASONABLY  EXPECTED  TO  HAVE  SUCH
     MINIMUM AVAILABILITY FOR A PERIOD OF TEN (10) BUSINESS DAYS AFTER
     CLOSING AND CONSUMMATION OF THE PESCOR 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.

          NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS DEFINITION,
     THE LENDERS AND  THE  AGENT  HAVE PREVIOUSLY CONSENTED, OR HEREBY
     CONSENT, TO THE POLY-SEAL STOCK PURCHASE TRANSACTION, THE ITALIAN
     TARGET STOCK PURCHASE TRANSACTION, THE PURCHASE OF CERTAIN ASSETS
     OF CAPSOL-CERTWOOD UK LTD. BY  BERRY  UK  AND  THE  PESCOR MERGER
     TRANSACTION; AND, ACCORDINGLY, ALL SUCH TRANSACTIONS  ARE  DEEMED
     TO BE PERMITTED ACQUISITIONS.

     The  definition  of "Permitted Uses" on pages 37 and 38 of the  Credit
Agreement  is  hereby  deleted   in  its  entirety  and  the  following  is
substituted in its place:

          "PERMITTED  USES"  MEANS  (A)   THE   PAYMENT  OF  THE  CASH
     CONSIDERATION IN THE PESCOR MERGER FOLLOWING  THE CONSUMMATION OF
     THE   PESCOR   MERGER  TRANSACTION;  PROVIDED  THAT  THE   PARENT
     CONTRIBUTES ALL  OF  THE PESCOR STOCK TO THE BORROWER IMMEDIATELY
     FOLLOWING THE PESCOR MERGER,  (B)  THE REFINANCING AND PAYMENT OF
     ALL  OBLIGATIONS OF PESCOR TO ANY LENDERS  WITH  RESPECT  TO  ANY
     INDEBTEDNESS FOR BORROWED MONEY EXISTING AS OF THE PESCOR CLOSING
     DATE,  (C)  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 PESCOR
     MERGER  TRANSACTION, (D) THE PAYMENT OF EXPENSES INCURRED IN  THE
     ORDINARY  COURSE  OF  BUSINESS  OF THE BORROWER OR ANY SUBSIDIARY
     GUARANTOR, (E) THE ACQUISITION OF  ANY  PERMITTED  ACQUISITION AS
     AND TO THE EXTENT PERMITTED BY THE PROVISIONS OF THIS  AGREEMENT,
     (F) THE PAYMENT OF ALL COSTS AND EXPENSES REASONABLY INCURRED  IN
     CONNECTION  WITH  THE  CLOSING  AND  CONSUMMATION  OF A PERMITTED
     ACQUISITION, (G) WITH RESPECT TO THE REVOLVING LOAN  FOR  GENERAL
     CORPORATE  PURPOSES  OF  THE BORROWER OR ANY SUBSIDIARY GUARANTOR
     AND WITH RESPECT TO THE UK  REVOLVING  LOAN FOR GENERAL CORPORATE
     PURPOSES OF BERRY UK OR NIM HOLDINGS.

     The definitions of "Prepayment" and "Prepayments"  on  page  39 of the
Credit Agreement are hereby deleted in their entirety and the following are
substituted in their places:

          "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, A  TERM  LOAN B OPTIONAL PREPAYMENT, A TERM
     LOAN  C  OPTIONAL  PREPAYMENT,  A  UK  REVOLVING  LOAN  MANDATORY
     PREPAYMENT, A UK REVOLVING LOAN OPTIONAL  PREPAYMENT,  A  UK TERM
     LOAN  OPTIONAL PREPAYMENT OR A UK TERM LOAN MANDATORY 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,
     ALL TERM LOAN  B  OPTIONAL  PREPAYMENTS, ALL TERM LOAN C OPTIONAL
     PREPAYMENTS, ALL UK REVOLVING  LOAN MANDATORY PREPAYMENTS, ALL UK
     REVOLVING LOAN OPTIONAL PREPAYMENTS,  ALL  UK TERM LOAN MANDATORY
     PREPAYMENTS AND ALL UK TERM LOAN OPTIONAL PREPAYMENTS.

     The definition of "Revolving Credit Termination  Date"  on  page 40 of
the Credit Agreement is hereby deleted in its entirety and the following is
substituted in its place:

          "REVOLVING CREDIT TERMINATION DATE" MEANS THE EARLIER OF (A)
     JANUARY  21,  2004,  (B)  THE REPAYMENT OR PREPAYMENT OF THE TERM
     LOANS  IN  FULL,  (C) THE DATE  ON  WHICH  THE  REVOLVING  CREDIT
     COMMITMENTS ARE TERMINATED  PURSUANT TO SECTION 7.2 (REMEDIES) OR
     OTHERWISE.

     The  definition of "Security Agreement"  on  page  41  of  the  Credit
Agreement  is   hereby  deleted  in  its  entirety  and  the  following  is
substituted in its place:

          "SECURITY AGREEMENT" MEANS THAT CERTAIN AMENDED AND RESTATED
     SECURITY AGREEMENT  DATED AS OF THE PESCOR CLOSING DATE FROM EACH
     SUBSIDIARY GUARANTOR 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.

     The  definition  of  "Seller"  on page 41 of the Credit  Agreement  is
hereby deleted in its entirety and the  following  is  substituted  in  its
place:

          "SELLER"  MEANS  WITH RESPECT TO (I) ANY SUBJECT TRANSACTION
     WHICH CONSTITUTES AN ACQUISITION  OF  ALL OR SUBSTANTIALLY ALL OF
     THE SHARES OF SUCH SUBJECT TRANSACTION,  THE PERSONS SELLING SUCH
     SHARES,  AND  (II) ANY SUBJECT TRANSACTION WHICH  CONSTITUTES  AN
     ACQUISITION OF  ALL  OR  SUBSTANTIALLY  ALL OF THE ASSETS OF SUCH
     SUBJECT TRANSACTION, THE PERSONS SELLING SUCH ASSETS.

     The definition of "Stock Pledge Agreement"  on  pages 43 and 44 of the
Credit  Agreement,  as  amended  by  the  First  Amendment and  the  Second
Amendment,  is  hereby  deleted  in  its  entirety  and  the  following  is
substituted in its place:

          "STOCK PLEDGE AGREEMENT" MEANS (A) THAT CERTAIN  AMENDED AND
     RESTATED STOCK PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT DATED AS
     OF THE PESCOR CLOSING DATE FROM THE BORROWER TO THE AGENT FOR THE
     BENEFIT  OF  THE LENDERS RATABLY AND THE AGENT, (B) THE UK  STOCK
     PLEDGE AGREEMENT,  (C)  THAT  CERTAIN  AMENDED AND RESTATED STOCK
     PLEDGE AGREEMENT, ASSIGNMENT AND SECURITY  AGREEMENT  DATED AS OF
     MAY 9, 2000 FROM CPI TO THE AGENT FOR THE BENEFIT OF THE  LENDERS
     RATABLY   AND  THE  AGENT,  AND  (D)  THE  ITALIAN  STOCK  PLEDGE
     AGREEMENT,  ALL  AS  THE  SAME  MAY FROM TIME TO TIME BE AMENDED,
     RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED.

1.   The definitions of "Subsidiary Guarantor"  and "Subsidiary Guarantors"
on  pages  44 and 45 of the Credit Agreement are hereby  deleted  in  their
entirety and the following is substituted in their places:

          "SUBSIDIARY   GUARANTOR"  MEANS  BIC,  BTP,  AEROCON,  BERRY
     STERLING,  PACKERWARE,   BERRY  DESIGN,  BERRY  VENTURE,  VENTURE
     SOUTHEAST, VENTURE MIDWEST,  KNIGHT,  CPI,  CARDINAL,  POLY-SEAL,
     BERRY  ITALY,  PESCOR OR ANY OTHER DOMESTIC SUBSIDIARY (ORGANIZED
     AND EXISTING UNDER THE LAWS OF ANY STATE IN THE UNITED STATES) 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 (SUBSIDIARIES),  OR  ANY OF THEIR RESPECTIVE SUCCESSORS AND
     ASSIGNS, AS THE CASE MAY BE;  AND,  "SUBSIDIARY GUARANTORS" MEANS
     BIC,  BTP,  AEROCON,  BERRY STERLING, BERRY  DESIGN,  PACKERWARE,
     BERRY VENTURE, VENTURE  SOUTHEAST,  VENTURE MIDWEST, KNIGHT, CPI,
     CARDINAL, POLY-SEAL, BERRY ITALY, PESCOR  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  (SUBSIDIARIES),  AND  ALL  OF  THEIR  RESPECTIVE
     SUCCESSORS AND ASSIGNS.

2.   The definitions  of  "Term  Loan"  and  "Term Loans" on page 46 of the
Credit Agreement are hereby deleted in their entirety and the following are
substituted in their places:

          "TERM LOAN" MEANS EITHER A TERM LOAN  A,  A  TERM  LOAN B, A
     TERM  LOAN C OR A UK TERM LOAN; AND "TERM LOANS" MEANS EACH  TERM
     LOAN A, TERM LOAN B, TERM LOAN C AND UK TERM LOAN.

3.   The definitions  of  "Term  Note"  and  "Term Notes" on page 46 of the
Credit Agreement are hereby deleted in their entirety and the following are
substituted in their places:

          "TERM NOTE" MEANS A TERM LOAN A NOTE,  A TERM LOAN B NOTE, A
     TERM LOAN C NOTE, OR A UK TERM LOAN NOTE; "TERM NOTES" MEANS EACH
     TERM LOAN A NOTE, EACH TERM LOAN B NOTE, EACH  TERM  LOAN  C NOTE
     AND EACH UK TERM LOAN NOTE.

4.   Section  2.1.1  on  pages 51 and 52 of the Credit Agreement is  hereby
deleted in its entirety and the following is substituted in its place:

          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 is 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":


<TABLE>
<CAPTION>
                    LENDER                         REVOLVING      REVOLVING
                                                    CREDIT       CREDIT PRO
                                                   COMMITTED     RATA SHARE
                                                    AMOUNT
<S>                                             <C>             <C>
                     FLEET                        $14,545,600       18.182%
                  GE CAPITAL                      $ 7,096,829  8.871036249%
                BANK OF AMERICA                   $15,757,600       19.697%

                    HELLER                        $12,121,600       15.152%

                      PNC                         $12,121,600       15.152%

                   PROVIDENT                      $ 5,556,771  6.945963751%

                    LASALLE                       $12,800,000       16.000%

    TOTAL REVOLVING CREDIT COMMITTED AMOUNT       $80,000,000.00   100.000%
</TABLE>


          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:

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

               (B)  THE AGGREGATE OUTSTANDING PRINCIPAL BALANCE OF THE
          REVOLVING  LOAN  AND ALL LETTER OF CREDIT OBLIGATIONS  WOULD
          NOT EXCEED THE LESSER  OF  (I)  THE  TOTAL  REVOLVING CREDIT
          COMMITTED AMOUNT OR (II) THE BORROWING BASE.   IN  ADDITION,
          THE AGGREGATE OUTSTANDING PRINCIPAL BALANCE OF THE REVOLVING
          LOAN,  ALL LETTER OF CREDIT OBLIGATIONS AND THE UK REVOLVING
          LOAN CANNOT  EXCEED  THE  TOTAL  REVOLVING  CREDIT COMMITTED
          AMOUNT.

5.   The  additional  provisions  added to the third paragraph  of  Section
2.1.2 on page7 and 8 of the Second  Amendment  are  hereby deleted in their
entirety and the following are substituted in their places:

          THE  BORROWER  AND THE LENDERS HEREBY IRREVOCABLY  AUTHORIZE
     THE AGENT, ON BEHALF OF THE LENDERS, AT ANY TIME AND FROM TIME TO
     TIME, WITHOUT REQUEST  FROM,  PRIOR NOTICE TO, OR CONSENT OF, THE
     BORROWER  OR  ANY  OF THE LENDERS  TO  MAKE  ADVANCES  UNDER  THE
     REVOLVING  LOAN TO REPAY  ALL  OR  ANY  PORTION  OF  THE  ITALIAN
     OBLIGATIONS   (EACH,   AN   "ITALIAN   OBLIGATION   ADVANCE"  AND
     COLLECTIVELY,  THE  "ITALIAN  OBLIGATION  ADVANCES").  THE  AGENT
     AGREES THAT AN ITALIAN OBLIGATION ADVANCE MAY  BE  MADE  ONLY (I)
     UPON  THE  OCCURRENCE  AND DURING THE CONTINUANCE OF AN EVENT  OF
     DEFAULT UNDER EITHER OR  BOTH OF THE ITALIAN CREDIT AGREEMENTS OR
     (II) IF ALL OR ANY PORTION  OF  THE  ITALIAN  OBLIGATIONS ARE NOT
     PAID  AS  AND  WHEN  DUE  AND PAYABLE (SUBJECT TO ANY  APPLICABLE
     NOTICE, GRACE AND CURE PERIODS)  IN  ACCORDANCE WITH THE TERMS OF
     THE  ITALIAN  CREDIT AGREEMENTS.  THE BORROWER  ACKNOWLEDGES  AND
     AGREES THAT NOTWITHSTANDING  ANY  PROVISION  IN THIS AGREEMENT TO
     THE  CONTRARY,  THE  AGENT  SHALL BE ENTITLED TO REQUIRE  ITALIAN
     OBLIGATION  ADVANCES  REGARDLESS   OF   WHETHER  THE  OUTSTANDING
     PRINCIPAL AMOUNT OF THE REVOLVING LOAN AFTER  TAKING INTO ACCOUNT
     ANY SUCH ITALIAN OBLIGATION ADVANCES EXCEEDS OR  WOULD EXCEED THE
     TOTAL REVOLVING CREDIT COMMITTED AMOUNT; PROVIDED  THAT  UNDER NO
     CIRCUMSTANCES  SHALL  THE  AGGREGATE  PRINCIPAL AMOUNT OF ITALIAN
     OBLIGATION ADVANCES EXCEED THE DOLLAR CURRENCY  EQUIVALENT OF THE
     THEN OUTSTANDING ITALIAN OBLIGATIONS; NO LENDER,  HOWEVER,  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  PURCHASE  ANY  PARTICIPATION
     INTEREST IN THE ITALIAN  OBLIGATIONS)  UNLESS OTHERWISE AGREED IN
     WRITING BY SUCH LENDER, IF AND TO THE EXTENT  SUCH  LENDER'S  PRO
     RATA SHARE OF THE REVOLVING LOAN WOULD EXCEED, WITH THE MAKING OF
     SUCH  ADVANCE  OR  REIMBURSEMENT,  SUCH LENDER'S REVOLVING CREDIT
     COMMITTED AMOUNT.

6.   The  first  paragraph  of Section 2.1.3  on  page  53  of  the  Credit
Agreement  is  hereby  deleted  in   its  entirety  and  the  following  is
substituted in its place:

          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 DOMESTIC  RECEIVABLES,
     PLUS (B) THE LESSER OF (I) SIXTY-FIVE PERCENT (65%) OF THE AMOUNT
     OF  ELIGIBLE DOMESTIC  INVENTORY  OR  (II)  THIRTY-EIGHT  MILLION
     DOLLARS ($38,000,000).

7.   Section  2.1.12 on pages 58 and 59 of the Credit Agreement, as amended
by the First Amendment  and  the Second Amendment, is hereby deleted in its
entirety and the following is substituted in its place:

          2.1.12  REQUIRED AVAILABILITY  UNDER  THE  REVOLVING  CREDIT
     FACILITY.

          ON AN AVERAGE  MONTHLY  BASIS,  TESTED AS OF THE LAST DAY OF
     EACH  CALENDAR  MONTH,  COMMENCING  WITH  THE   FIRST  SUCH  DATE
     FOLLOWING THE CLOSING DATE, THE OUTSTANDING PRINCIPAL  AMOUNT  OF
     THE  REVOLVING  LOAN  SHALL NOT EXCEED AN AMOUNT EQUAL TO (X) THE
     GREATER OF (I) THE BORROWING  BASE,  OR  (II) THE TOTAL REVOLVING
     CREDIT  COMMITTED  AMOUNT,  MINUS (y) $9,470,000  (the  "Required
     Availability").   The   Borrower  shall  make  a  Revolving  Loan
     Mandatory Prepayment pursuant  to the provisions of Section 2.1.6
     to the extent necessary to achieve  and  maintain compliance with
     this  Section.   The failure of the Borrower  to  make  any  such
     Revolving Loan Mandatory  Prepayment  shall constitute a Default,
     but shall not constitute an Event of Default  unless such failure
     to   make   the  required  Revolving  Loan  Mandatory  Prepayment
     continues uncured  for  a  period  of  fourteen  (14) days or the
     Borrower  otherwise  fails  to  attain and maintain the  Required
     Availability within such fourteen (14) day period.

          NOTWITHSTANDING  THE FOREGOING,  THE  REQUIRED  AVAILABILITY
     SHALL BE REDUCED MONTHLY  AS  OF  THE  LAST  DAY OF EACH CALENDAR
     MONTH TO THE AMOUNTS SET FORTH BELOW; PROVIDED THAT THE SCHEDULED
     PRINCIPAL PAYMENTS ON ACCOUNT OF TERM LOANS B DUE AS OF THE FIRST
     DAY OF EACH SUCH MONTH ARE MADE AS AND WHEN DUE AND PAYABLE:

          REQUIRED AVAILABILITY       DATE

          $ 8,740,000             JUNE 1, 2001
          $ 8,010,000             July 1, 2001
          $ 7,280,000           AUGUST 1, 2001
          $ 7,000,000        September 1, 2001 and ALL TIMES THEREAFTER

          IN  ADDITION  TO  THE  REQUIRED AVAILABILITY,  THE  BORROWER
     UNDERSTANDS  AND  AGREES  THAT  THE  AGENT  SHALL  ESTABLISH  AND
     MAINTAIN  AN ADDITIONAL RESERVE AGAINST  AVAILABILITY  UNDER  THE
     REVOLVING LOAN  IN  AN  AMOUNT  EQUAL  AT ALL TIMES TO THE DOLLAR
     CURRENCY EQUIVALENT OF THE MAXIMUM AMOUNT  (INCLUDING  PRINCIPAL,
     INTEREST AND FEES) WHICH IS AND/OR MAY BE OUTSTANDING AT ANY TIME
     AND  FROM  TIME  TO  TIME UNDER THE ITALIAN CREDIT FACILITY  (THE
     "ITALIAN CREDIT FACILITY  REQUIRED AVAILABILITY").  THE AGENT AND
     THE  LENDERS  AGREE THAT THE  ITALIAN  CREDIT  FACILITY  REQUIRED
     AVAILABILITY IS  IN  SUBSTITUTION FOR, AND IN REPLACEMENT OF, THE
     PERMITTED  ACQUISITION   REQUIRED  AVAILABILITY  AND  ACCORDINGLY
     CONSTITUTES A REPLACEMENT  OF  A  PORTION OF THE REVOLVING CREDIT
     FACILITY AND NOT A PERMANENT REDUCTION  OF  THE  REVOLVING CREDIT
     COMMITMENTS.   THE BORROWER FURTHER UNDERSTANDS AND  AGREES  THAT
     THE AMOUNT OF THE  ITALIAN  CREDIT FACILITY REQUIRED AVAILABILITY
     MAY CHANGE FROM TIME TO TIME  AS  DETERMINED  BY THE AGENT IN ITS
     SOLE  DISCRETION  TO  TAKE  INTO  ACCOUNT ANY APPLICABLE  FOREIGN
     EXCHANGE FLUCTUATIONS BETWEEN DOLLARS  AND  EUROS.  THE  BORROWER
     FURTHER  UNDERSTANDS  AND AGREES THAT THE ITALIAN CREDIT FACILITY
     REQUIRED AVAILABILITY MAY  AT  ANY  TIME  AND  FROM  TIME TO TIME
     EXCEED  THE ITALIAN REVOLVING CREDIT COMMITTED AMOUNT IF  AND  TO
     THE EXTENT  THE  UNPAID BALANCE OF THE DOLLAR CURRENCY EQUIVALENT
     OF THE ITALIAN OBLIGATIONS  EXCEEDS  OR IS EXPECTED TO EXCEED THE
     DOLLAR  CURRENCY  EQUIVALENT  OF  THE  ITALIAN  REVOLVING  CREDIT
     COMMITTED AMOUNT.

8.   The reference to each Lender's Term Loan  A Pro Rata Share on pages 59
and 60 of the Credit Agreement is hereby deleted  in  its  entirety and the
following is substituted in its place:


<TABLE>
<CAPTION>
              LENDER               TERM LOAN A PRO RATA SHARE
<S>                                <C>
               FLEET                         18.182%
            GE CAPITAL                  8.871036249%
          BANK OF AMERICA                    19.697%
              HELLER                         15.152%
                PNC                          15.152%
             PROVIDENT                  6.945963751%
              LASALLE                        16.000%
TOTAL TERM LOAN B COMMITTED AMOUNT              100%
</TABLE>


9.   Section 2.2.2 on page 60 of the Credit Agreement is hereby  deleted in
its entirety and the following is substituted in its place:

          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 monthly installments  of  principal  on  each
     Installment  Payment  Date,  each in the following amounts during
     the following periods:

          PERIOD                                        AMOUNT

          May 1, 2001 through and
            and including January 1, 2004            $1,042,000

          January 21, 2004     The then unpaid principal balance

          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  first to occur of (i) January
     21, 2004 or (ii) 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 PESCOR CLOSING DATE 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, INCLUDING ITS PRO RATA
     SHARE OF THE TERM LOAN A INCREASE.

10.  Section 2.2.3 on pages 60  and  61  of  the Credit Agreement is hereby
amended to provide that if Term Loans A and Term  Loans B have been paid in
full  by  a  Term  Loan A Mandatory Prepayment made under  subpart  (a)  of
Section 2.2.3 or otherwise,  the  excess  proceeds of each such Term Loan A
Mandatory Prepayment due and payable under  subpart (a) shall be applied to
the  then unpaid balance of the Term Loans C as  a  Term  Loan  C  Optional
Prepayment prior to being paid as a Revolving Loan Mandatory Prepayment.

11.  The  reference  to each Lender's Term Loan B Pro Rata Share on page 62
of the Credit Agreement is hereby deleted in its entirety and the following
is substituted in its place:


<TABLE>
<CAPTION>
              LENDER                  TERM LOAN B PRO RATA SHARE
<S>                                   <C>
               FLEET                            18.182%
            GE CAPITAL                     8.871036249%
          BANK OF AMERICA                       19.697%
              HELLER                            15.152%
                PNC                             15.152%
             PROVIDENT                     6.945963751%
              LASALLE                           16.000%
TOTAL TERM LOAN B COMMITTED AMOUNT                 100%
</TABLE>


12.  Section 2.3.2 on  page 63 of the Credit Agreement is hereby deleted in
its entirety and the following is substituted in its place:

          SECTION 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 MONTHLY INSTALLMENTS OF  PRINCIPAL  ON  EACH
     INSTALLMENT PAYMENT DATE, EACH IN THE AMOUNT OF $730,000.  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 THE FIRST TO OCCUR OF (I) JANUARY 21, 2004
     OR (II) THE REVOLVING CREDIT TERMINATION DATE.  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
     CLOSING DATE 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,
     INCLUDING ITS PRO RATA SHARE OF THE TERM LOAN B INCREASE.

13.  The reference to each Lender's UK Revolving  Credit  Pro Rata Share on
page 71 of the Credit Agreement is hereby deleted in its entirety  and  the
following is substituted in its place:


<TABLE>
<CAPTION>
               LENDER                UK REVOLVING CREDIT PRO RATA SHARE
<S>                                  <C>
                FLEET                              18.182%
             GE CAPITAL                       8.871036249%
           BANK OF AMERICA                         19.697%
               HELLER                              15.152%
                 PNC                               15.152%
              PROVIDENT                       6.945963751%
               LASALLE                             16.000%
UK REVOLVING CREDIT COMMITTED AMOUNT                  100%
</TABLE>


14.  The  reference to each Lender's UK Term Loan Pro Rata Share on page 77
of the Credit Agreement is hereby deleted in its entirety and the following
is substituted in its place:


<TABLE>
<CAPTION>
           LENDER                 UK TERM LOAN PRO RATA  SHARE
<S>                               <C>
            FLEET                          18.182%
         GE CAPITAL                   8.871036249%
       BANK OF AMERICA                     19.697%
           HELLER                          15.152%
             PNC                           15.152%
          PROVIDENT                   6.945963751%
           LASALLE                         16.000%
UK TERM LOAN COMMITTED AMOUNT                 100%
</TABLE>


15.  Section  2.8.6 on pages 8,  9 and 10 of the Second Amendment is hereby
deleted in its entirety and the following is substituted in its place:

          2.8.6 PARTICIPATIONS IN THE ITALIAN OBLIGATIONS.

          Each  Lender  (including Bank of America) hereby irrevocably
     authorizes Bank of America  Italy  to  make  advances  under  the
     Italian  Revolving  Credit Facility (including advances under any
     and all overdraft facilities)  in  accordance with the provisions
     of either or both of the Italian Credit  Agreements.   As  of the
     date each such Italian Revolving Credit Loan is made, each Lender
     shall  have an undivided participating interest in (a) the rights
     and obligations  of Bank of America Italy under each such Italian
     Revolving Credit Loan,  and  (b)  the  Italian  Obligations  with
     respect to such Italian Revolving Credit Loan, in an amount equal
     to each Lender's Pro Rata Share thereof, subject to the rights of
     Bank  of America Italy to receive and retain payment of all or  a
     portion  of  the interest on the Italian Obligations as set forth
     in this Section  and any fronting fees or other fees as set forth
     in  the  Italian  Credit  Agreements.   If  the  Italian  Holding
     Company, Capsol Italy  and/or  Ociesse  fail  to  pay  to Bank of
     America  Italy,  any  Italian  Obligations  as  and  when due and
     payable (subject to any applicable notice, grace or cure period),
     the  Agent  shall  promptly  notify  each of the Lenders and  may
     demand payment from each of the Lenders of such Lender's Pro Rata
     Share of such unpaid Italian Obligations.   In  addition,  if any
     amount  paid  to  Bank of America Italy on account of the Italian
     Obligations is rescinded  or  required  to  be restored or turned
     over  by Bank of America Italy, upon the insolvency,  bankruptcy,
     dissolution, liquidation or reorganization of the Italian Holding
     Company,  Capsol  Italy  and/or Ociesse or upon or as a result of
     the appointment of a receiver,  intervenor,  trustee, conservator
     or similar officer for the Italian Holding Company,  Capsol Italy
     and/or  Ociesse,  the  Agent  shall  promptly notify each of  the
     Lenders and may demand payment from each  of  the  Lenders of its
     Pro  Rata Share of its portion of the Italian Obligations  to  be
     remitted  to  the  Italian  Holding  Company, Capsol Italy and/or
     Ociesse.   Subject  to  Section  2.1.2,  each   of   the  Lenders
     irrevocably and unconditionally agrees to honor any such  demands
     for payment under this Section and promises to pay to the account
     of the Agent for the benefit of Bank of America Italy on the same
     Business Day as demanded the amount of its Pro Rata Share of  the
     Italian  Obligations in Euros and/or Dollars, as requested by the
     Agent,  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 Italian Holding Company, Capsol Italy, Ociesse,
     the  Borrower  or  any  Subsidiary  Guarantor  to pay the Italian
     Obligations  to  Bank  of America Italy, in accordance  with  the
     provisions of the Italian Credit Agreements.  The date on which a
     payment is made by a Lender  to the Agent for the account of Bank
     of  America Italy shall be referred  to  as  a  "Italian  Payment
     Date".

          THE  OBLIGATION  OF EACH OF THE LENDERS TO REMIT THE AMOUNTS
     OF ITS PRO RATA SHARE OF  THE ITALIAN OBLIGATIONS FOR THE ACCOUNT
     OF  BANK OF AMERICA ITALY, PURSUANT  TO  THIS  SECTION  SHALL  BE
     UNCONDITIONAL  AND  IRREVOCABLE  UNDER  ANY AND ALL CIRCUMSTANCES
     (BUT  SUBJECT  TO  SECTION  2.1.2)  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
     ANY ALLEGED  WILLFUL  MISCONDUCT  OF  BANK OF AMERICA ITALY.  ANY
     CLAIM ANY LENDER MAY HAVE AGAINST BANK  OF  AMERICA  ITALY  AS  A
     RESULT OF ANY ALLEGED WILLFUL MISCONDUCT OF BANK OF AMERICA ITALY
     MAY  BE  BROUGHT BY SUCH LENDER IN A SEPARATE ACTION AGAINST BANK
     OF AMERICA  ITALY,  BUT  MAY  NOT BE USED AS A DEFENSE TO PAYMENT
     UNDER THE PROVISIONS OF THIS SECTION.

          All interest on the unpaid  principal balance of the Italian
     Obligations shall be payable to, and retained by, Bank of America
     Italy, except with respect to those Italian Obligations for which
     the Agent on account of Bank of America  Italy,  has demanded and
     received payment from a Lender pursuant to the provisions of this
     Section  (each an "Italian Lender Payment"), in which  case,  the
     Lender making  such  payment  shall  be  entitled  to receive all
     interest payable on the Italian Obligations represented  by  such
     Italian  Lender  Payment  at all times from and after the Italian
     Payment Date for such Italian Lender Payment (the "Lender's Share
     of Italian Interest").  Any  payments received by Bank of America
     Italy, which are payable to a Lender shall be paid to such Lender
     in Euros and/or Dollars, as the  case  may be, in accordance with
     all  payments  to  be made by the Agent to  a  Lender  under  the
     provisions of Section 2.12.

          EXCEPT TO THE EXTENT  THAT  THE  AGENT  ON BEHALF OF BANK OF
     AMERICA ITALY SHALL HAVE MADE DEMAND ON THE LENDERS  FOR  PAYMENT
     OF  THEIR PRO RATA SHARE OF THE ITALIAN OBLIGATIONS (THE "ITALIAN
     OBLIGATIONS  DEMAND  DATE"), THE AGENT SHALL REMIT TO EACH LENDER
     FROM TIME TO TIME (BUT  AT  LEAST ONCE MONTHLY) SUCH LENDER'S PRO
     RATA SHARE OF THAT PORTION OF  THE INTEREST PAID TO, AND RECEIVED
     BY, BANK OF AMERICA ITALY, IN COLLECTED  FUNDS ON ACCOUNT OF SUCH
     LENDER'S   UNFUNDED   ITALIAN  OBLIGATIONS  CALCULATED   AT   THE
     APPLICABLE ITALIAN MARGIN FOR SUCH ITALIAN OBLIGATIONS ONLY; BANK
     OF AMERICA ITALY SHALL  RETAIN  ALL  INTEREST  CALCULATED AT BASE
     RATE  OR  BASE  RATES PROVIDED IN THE ITALIAN CREDIT  AGREEMENTS.
     SUCH PAYMENTS SHALL BE PAYABLE TO THE LENDERS IN CONSIDERATION OF
     THEIR AGREEMENT TO  PURCHASE  A  PARTICIPATION  INTEREST  IN  THE
     ITALIAN  OBLIGATIONS  IN  ACCORDANCE  WITH THE PROVISIONS OF THIS
     AGREEMENT, BUT SHALL BE PAYABLE ONLY IF AND TO THE EXTENT BANK OF
     AMERICA  ITALY HAS RECEIVED THE INTEREST  PAYMENT  WHICH  IS  THE
     BASIS FOR SUCH PAYMENT TO THE LENDERS.

     Section 2.9.1(c)  on page 84 of the Credit Agreement is hereby deleted
in its entirety and the following is substituted in its place:

          (C)  THE APPLICABLE  MARGIN  FOR (I) LIBOR LOANS, OTHER THAN
     THE UK TERM LOANS, TERM LOANS A, TERM  LOANS  B  AND TERM LOANS C
     SHALL  BE TWO HUNDRED TWENTY-FIVE (225) BASIS POINTS  PER  ANNUM,
     (II) LIBOR  LOANS  CONSISTING  OF  TERM LOANS A AND TERM LOANS C,
     SHALL BE TWO HUNDRED FIFTY (250) BASIS  POINTS  PER  ANNUM, (III)
     LIBOR LOANS CONSISTING OF THE UK TERM LOANS, SHALL BE TWO HUNDRED
     SEVENTY-FIVE  (275)  BASIS  POINTS  PER  ANNUM, (IV) LIBOR  LOANS
     CONSISTING OF TERM LOANS B, SHALL BE THREE  HUNDRED  (300)  BASIS
     POINTS PER ANNUM, (V) BASE RATE LOANS CONSISTING OF THE REVOLVING
     LOAN,  SHALL  BE  TWENTY-FIVE  (25)  BASIS POINTS, (VI) BASE RATE
     LOANS CONSISTING OF TERM LOANS A AND TERM LOANS C, SHALL BE FIFTY
     (50) BASIS POINTS PER ANNUM, AND (VII) BASE RATE LOANS CONSISTING
     OF TERM LOANS B, SHALL BE ONE HUNDRED  (100) BASIS POINTS, UNLESS
     AND  UNTIL  A  CHANGE  IS  REQUIRED BY THE OPERATION  OF  SECTION
     2.9.1(D).  IN ADDITION, THE  MANDATORY  LIQUID  ASSET  COST  RATE
     SHALL  BE ADDED TO THE APPLICABLE MARGIN FOR EACH LIBOR LOAN MADE
     OR TO BE MADE UNDER THE UK CREDIT FACILITIES.

     Section  2.10.4  on  page 90 is hereby deleted in its entirety and the
following is substituted in its place:

          2.10.4 COMMITMENT FEE

          The Borrower shall  pay to the Agent for the ratable benefit
     of the Lenders, based on each  Lender's  Pro  Rata  Share  of the
     Commitments,  a  commitment  fee  (the  "Commitment  Fee") in the
     aggregate   amount   of   Sixty  Thousand  Dollars  ($60,000)  in
     consideration  of  each  Lender's   agreement  to  increase  such
     Lender's Pro Rata Share of the Revolving  Credit  Commitment  and
     the Term Loan A Increase.  The Commitment Fee shall be payable on
     or  before  the  Pescor  Closing  Date  and shall be deemed fully
     earned on the date paid and is non-refundable.

     Section 2.10.5 on page 91 is hereby deleted  in  its  entirety and the
following is substituted in its place:

          2.10.5 CONSENT FEE.

          The Borrower shall pay to the Agent for the ratable  benefit
     of  the  Lenders,  based  on  each Lender's Pro Rata Share of the
     Commitments, a consent fee (the  "Consent  Fee") in the aggregate
     amount  of  Four  Hundred  Twenty-three  Thousand  Three  Hundred
     Eighteen Dollars ($423,318.00)  in  consideration of the Lenders'
     consent to the extension of the Credit  Facilities and the Pescor
     Merger Transaction. The Consent Fee shall be payable on or before
     the Pescor Closing Date and shall be deemed  fully  earned on the
     date paid and is non-refundable.

     Article  2  of  the  Credit  Agreement  is hereby amended to  add  the
following Sections:

          SECTION 2.12 THE TERM LOAN C FACILITY

                    2.12.1 TERM LOAN C COMMITMENTS.

               SUBJECT TO AND UPON THE TERMS OF  THIS  AGREEMENT, EACH
          LENDER  SEVERALLY AGREES TO MAKE A LOAN (EACH A  "TERM  LOAN
          C"; AND COLLECTIVELY, THE "TERM LOANS C") TO THE BORROWER IN
          THE PRINCIPAL  AMOUNT SET FORTH BELOW OPPOSITE SUCH LENDER'S
          NAME (HEREIN CALLED  SUCH  LENDER'S  "TERM  LOAN C COMMITTED
          AMOUNT").  THE TOTAL OF EACH LENDER'S TERM LOAN  C COMMITTED
          AMOUNT  IS  HEREIN  CALLED  THE "TOTAL TERM LOAN C COMMITTED
          AMOUNT".  THE PROPORTIONATE SHARE  SET  FORTH BELOW OPPOSITE
          EACH LENDER'S NAME IS HEREIN CALLED SUCH LENDER'S "TERM LOAN
          C PRO RATA SHARE":

                          TERM LOAN C              TERM LOAN C
     LENDER              COMMITTED AMOUNT        PRO RATA SHARE

     Fleet               $363,640.00                  18.182%
     GE Capital          $177,420.72             8.871036249%
     Bank of America     $393,940.00                  19.697%
     Heller              $303,040.00                  15.152%
     PNC                 $303,040.00                  15.152%
     Provident           $138,919.28             6.945963751%
     LaSalle             $320,000.00                      16%

     TOTAL TERM LOAN C
     COMMITTED AMOUNT:   $2,000,000                      100%

          THE  OBLIGATION  OF  EACH LENDER TO MAKE A TERM  LOAN  C  IS
     SEVERAL AND IS LIMITED TO ITS  TERM  LOAN C COMMITTED AMOUNT, AND
     SUCH OBLIGATION OF EACH LENDER IS HEREIN  CALLED ITS "TERM LOAN C
     COMMITMENT".  THE TERM LOAN C COMMITMENT OF  EACH  OF THE LENDERS
     ARE  HEREIN  COLLECTIVELY  REFERRED  TO  AS  THE  "TERM  LOAN   C
     COMMITMENTS".   THE  AGENT  SHALL NOT BE RESPONSIBLE FOR THE TERM
     LOAN  C COMMITMENT OF ANY LENDER;  AND  SIMILARLY,  NONE  OF  THE
     LENDERS  SHALL  BE  RESPONSIBLE FOR THE TERM LOAN C COMMITMENT OF
     ANY OF THE OTHER LENDERS;  THE FAILURE, HOWEVER, OF ANY LENDER TO
     PERFORM ITS TERM LOAN C COMMITMENT  SHALL  NOT RELIEVE ANY OF THE
     OTHER LENDERS FROM THE PERFORMANCE OF THEIR  RESPECTIVE TERM LOAN
     C COMMITMENTS.


          2.12.2 AMORTIZATION OF TERM LOANS C; THE TERM LOAN C NOTES.

          THE UNPAID PRINCIPAL BALANCE OF THE TERM  LOANS  C  SHALL BE
     DUE  AND  PAYABLE  IN EQUAL MONTHLY INSTALLMENTS OF PRINCIPAL  ON
     EACH INSTALLMENT PAYMENT DATE, EACH IN THE AMOUNT WHEN APPLIED TO
     THE PRINCIPAL AMOUNT OF TERM LOANS C WILL FULLY AMORTIZE ALL TERM
     LOANS C OVER A PERIOD OF FIVE (5) YEARS.

          Unless sooner paid, the unpaid principal balance of the Term
     Loans C, together with interest accrued and unpaid thereon, shall
     be due and payable in  full  on the first to occur of (i) January
     21, 2004 or (ii) the Revolving Credit Termination Date.

          THE OBLIGATION OF THE BORROWER TO PAY THE TERM LOANS C, 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  C
     NOTE" AND COLLECTIVELY, THE "TERM LOAN C NOTES").  EACH TERM LOAN
     C NOTE SHALL BE DATED AS THE  PESCOR  CLOSING  DATE  AND SHALL BE
     PAYABLE  TO  THE ORDER OF A LENDER AT THE TIMES PROVIDED  IN  THE
     TERM LOAN C NOTE,  AND  SHALL  BE IN THE PRINCIPAL AMOUNT OF SUCH
     LENDER'S TERM LOAN C COMMITTED AMOUNT.

          2.12.3 OPTIONAL PREPAYMENTS OF TERM LOANS C.

          SUBJECT TO THE PROVISIONS OF  SECTION 2.9.4 (INDEMNITY), THE
     BORROWER MAY, AT ITS OPTION, AT ANY  TIME  AND FROM TIME TO TIME,
     PREPAY (EACH A "TERM LOAN C OPTIONAL PREPAYMENT" AND COLLECTIVELY
     THE  "TERM LOAN C OPTIONAL PREPAYMENTS") THE  TERM  LOANS  C,  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 C 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 C OPTIONAL PREPAYMENTS SHALL
     BE APPLIED  TO ALL OF THE REMAINING PRINCIPAL INSTALLMENTS DUE ON
     ACCOUNT OF THE TERM LOANS C ON A PRO RATA BASIS.

     Section 4.1.3  on  pages 107 the Credit Agreement is hereby amended to
add the following provisions:

          EACH  OF  THE PARENT,  THE  BORROWER  AND  THEIR  RESPECTIVE
     SUBSIDIARIES, AS  THE  CASE  MAY BE, HAS FULL CORPORATE POWER AND
     AUTHORITY TO EXECUTE AND DELIVER  THE  THIRD AMENDMENT, ALL OTHER
     FINANCING   DOCUMENTS  (RELATING  TO  THE  THIRD   AMENDMENT   OR
     OTHERWISE), AND  THE  PESCOR  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 (AS AMENDED  BY  THE
     THIRD AMENDMENT  AND  OTHERWISE),  TO  CLOSE  AND CONSUMMATE EACH
     ASPECT  OF THE PESCOR MERGER TRANSACTION, AS APPROPRIATE  AND  TO
     INCUR AND  PERFORM  THE  OBLIGATIONS WHETHER UNDER THIS AGREEMENT
     (AS  AMENDED  BY THE THIRD AMENDMENT  OR  OTHERWISE),  THE  OTHER
     FINANCING DOCUMENTS,  THE  PESCOR  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 PARENT, THE BORROWER OR ANY SUBSIDIARY, AND  NO  CONSENT,
     APPROVAL,   FILING   OR   REGISTRATION  WITH  OR  NOTICE  TO  ANY
     GOVERNMENTAL AUTHORITY ON THE PART OF THE PARENT, THE BORROWER OR
     ANY SUBSIDIARY, IS REQUIRED  AS  A  CONDITION  TO  THE EXECUTION,
     DELIVERY, VALIDITY OR ENFORCEABILITY OF THE THIRD AMENDMENT,  THE
     OTHER  FINANCING  DOCUMENTS  (RELATED  TO  THE THIRD AMENDMENT OR
     OTHERWISE), ANY OF THE PESCOR MERGER DOCUMENTS,  THE  PERFORMANCE
     BY   THE   BORROWER   OF  THE  OBLIGATIONS  OR  THE  CLOSING  AND
     CONSUMMATION OF THE PESCOR  MERGER  TRANSACTION, IN EACH CASE, IF
     REQUIRED, THE SAME HAS BEEN DULY OBTAINED.

     Section 4.1.12 on page 109 of the Credit  Agreement  is hereby deleted
in its entirety and the following is substituted in its place:

          4.1.12 PRO FORMA FINANCIAL STATEMENTS.

          The   Borrower  has  furnished  to  the  Agent  a  pro-forma
     consolidated  balance  sheet of the Borrower and the Subsidiaries
     as of a date on or about  March  31, 2001 (the "Pro-forma Date"),
     but  giving  effect  to  the Pescor Merger  Transaction  and  the
     transactions incident thereto  (the  "Pro-forma  Balance  Sheet")
     together  with pro-forma financial projections of the Parent  for
     the five-year  period subsequent to the Pescor Merger Transaction
     (the "Pro-forma Financial Projections").  A copy of the Pro-forma
     Balance  Sheet  and   the  Pro-forma  Financial  Projections  are
     attached hereto as Exhibits  C-1 and C-2, respectively.  The Pro-
     forma Balance Sheet is correct and complete, has been prepared in
     accordance  with  GAAP,  and  fairly  presents  in  all  material
     respects the consolidated financial condition of the Borrower and
     the Subsidiaries as of the Pro-forma  Date,  but giving effect to
     the  Pescor  Merger  Transaction  and  the transactions  incident
     thereto.  The Pro-forma 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.

     Section 4.1.29 on page 113 of the Credit Agreement is  hereby  deleted
in its entirety and the following is substituted in its place:

     HART-SCOTT-RODINO.

          The Borrower, the Seller and all other necessary Persons, as
     appropriate,  have  made such filings, if any, 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 Pescor Merger Transaction.  The waiting periods under such
     Act have terminated or expired.

     Section 4.1.31 on page 13 of the First Amendment  is hereby amended to
reflect that (1) Berry Italy is a Wholly-Owned Subsidiary  of the Borrower,
(2)  the Borrower is the owner of a ninety-five percent (95%)  interest  in
the Italian Holding Company, (3) Berry Italy is the owner of a five percent
(5%) interest in the Italian Holding Company, and (4) that Capsol Italy and
Ociesse are each Wholly-Owned Subsidiaries of the Italian Holding Company.

     Article  4  of  the  Credit  Agreement  is  hereby  amended to add the
following additional section:

          4.1.32 PESCOR MERGER TRANSACTION.

          The Agent has received true and correct photocopies  of  the
     Pescor  Merger  Agreement  and  each  of  the other Pescor Merger
     Documents executed, delivered and/or furnished  on  or before the
     date of the Third Amendment in connection with the Pescor  Merger
     Transaction.  Neither the Pescor Merger Agreement nor any of  the
     other  Pescor  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 the Third Amendment.   The  Pescor Merger Transaction has been
     effected, closed and consummated  pursuant  to, and in accordance
     with, the terms and conditions of the Pescor Merger Agreement and
     with all applicable Laws.

     Section   6.1.13(a)   (Tangible  Capital  Funds),  Section   6.1.13(c)
(Interest Coverage Ratio), Section  6.1.13(e) (Debt Service Coverage Ratio)
on  pages 128 and 129 of the Credit Agreement,  as  amended  by  the  First
Amendment, are hereby deleted in their entirety.

     Section  6.1.13(b)  on page 128 of the Credit Agreement, as amended by
the First Amendment, is hereby deleted in its entirety and the following is
substituted in its place:

          (B)  FUNDED DEBT  TO  EBITDA.  The  Borrower,  Berry UK, NIM
     Holdings and the Subsidiary Guarantors, on a consolidated  basis,
     will  not permit the ratio of (x) Funded Debt to (y) EBITDA,  for
     the prior  twelve  (12)  month trailing period (reflecting actual
     and historical performance  of  each  Subject  Transaction  which
     constitutes a Permitted Acquisition during such twelve (12) month
     period), tested as of the last day of each fiscal quarter, to  be
     greater than the following amounts as of the following dates:


               DATE                                          RATIO
          June 30, 2001                                  4.25 to 1.00
          September 30, 2001                             4.00 to 1.00
          December 31, 2001                              3.75 to 1.00
          March 31, 2002                                 3.50 to 1.00
          June 30, 2002                                  3.50 to 1.00
          September 30, 2002                             3.25 to 1.00
          and the last day of each
          fiscal quarter thereafter


     Section  6.1.13(d)  on  page  129  of  the  Credit Agreement is hereby
deleted in its entirety and the following is substituted in its place:

          (D)  FIXED CHARGE COVERAGE RATIO.  The Borrower,  Berry  UK,
     NIM Holdings  and  the  Subsidiary Guarantors will maintain, on a
     consolidated basis, will  not  permit  the  Fixed Charge Coverage
     Ratio for the prior twelve (12) month trailing  period, tested as
     of the last day of each fiscal quarter, to be less  than  1.00 to
     1.00 as of the end of each fiscal quarter

     Section 6.1.25 on page 11 of the Second Amendment is hereby deleted in
its entirety and the following is substituted in its place:

          6.1.25  ITALIAN  CREDIT  AGREEMENTS.  The Borrower covenants
     and agrees to execute and deliver  and  to cause Berry Italy, the
     Italian Holding Company, Capsol Italy and  Ociesse to execute and
     deliver  the  Italian  Credit  Agreements and the  Italian  Stock
     Pledge Agreement in form and content  acceptable  to the Agent as
     soon  as commercially practicable but in any event on  or  before
     June 15, 2001.

     Section 6.2.3 on page 135 of the Credit Agreement is hereby amended to
add the following provisions:

          NOTWITHSTANDING  THE  FOREGOING,  THE  BORROWER SHALL NOT BE
     PERMITTED TO DECLARE OR PAY ANY DISTRIBUTIONS  TO  THE  PARENT IF
     (I) THERE EXISTS A DEFAULT OR AN EVENT OF DEFAULT AS OF THE  DATE
     OF  SUCH  PROPOSED  DISTRIBUTION  OR  (II) THE MAKING OF ANY SUCH
     DISTRIBUTION  WOULD  GIVE  RISE, DIRECTLY  OR  INDIRECTLY,  TO  A
     DEFAULT OR AN EVENT OF DEFAULT.

     Section 6.2.4(h) on page 136 of the Credit Agreement is hereby deleted
in its entirety and the following is substituted in its place:

          (H) CAPITAL LEASES AS AND TO THE EXTENT PERMITTED BY SECTION
     6.2.6;

16.  Section 6.2.4(i) on page 136  of  the  Credit Agreement, as amended by
the First Amendment, is hereby deleted in its entirety and the following is
substituted in its place:

          (I) INDEBTEDNESS FOR BORROWED MONEY  OF  THE BORROWER TO ANY
     SUBSIDIARY  GUARANTOR  OR  OF  ANY  SUBSIDIARY GUARANTOR  TO  THE
     BORROWER OR ANY OTHER SUBSIDIARY GUARANTOR  AND  INDEBTEDNESS FOR
     BORROWED  MONEY OF BERRY UK, NIM HOLDINGS, NORWICH,  THE  ITALIAN
     HOLDING COMPANY,  CAPSOL  ITALY AND/OR OCIESSE TO THE BORROWER OR
     ANY   OTHER   DOMESTIC   SUBSIDIARY   GUARANTOR   (THE   "FOREIGN
     INTERCOMPANY INDEBTEDNESS"),  PROVIDED  THAT THE AGGREGATE AMOUNT
     OF   SUCH   FOREIGN   INTERCOMPANY   INDEBTEDNESS   AND   FOREIGN
     INTERCOMPANY INVESTMENTS (EXCLUDING INTERCOMPANY  ALLOCATIONS  OF
     EXPENSES  AND  CHARGES  AND EXCLUDING THE AMOUNT USED TO FUND THE
     PURCHASE OF THE ASSETS OF  CAPSOL-CERTWOOD  UK  LTD.),  SHALL NOT
     EXCEED,  IN  THE  AGGREGATE,  TEN  MILLION  FOUR HUNDRED THOUSAND
     DOLLARS ($10,400,000);

     Section 6.2.5(vii) on page 138 of the Credit  Agreement, as amended by
the  First  Amendment,  is  deleted in its entirety and  the  following  is
substituted in its place:

          (VII) (1) THE BORROWER'S  ACQUISITION,  CREATION,  OWNERSHIP
     AND INITIAL CAPITALIZATION OF NIM HOLDING AND THE ITALIAN HOLDING
     COMPANY,  (2)  THE INITIAL CAPITALIZATION OF BERRY UK AND NORWICH
     ACQUISITION  AS PART  OF  AND  AT  THE  TIME  OF  THE  BORROWER'S
     ACQUISITION OF  NIM  HOLDINGS,  (3) THE INITIAL CAPITALIZATION OF
     CAPSOL ITALY AND/OR OCIESSE AS PART  OF  AND  AT  THE TIME OF THE
     BORROWER'S  ACQUISITION OF THE ITALIAN HOLDING COMPANY,  (4)  THE
     PURCHASE OF CERTAIN  ASSETS  OF  CAPSOL-CERTWOOD UK LTD., AND (5)
     ANY   ADDITIONAL  CAPITAL  OR  OTHER  EQUITY   CONTRIBUTIONS   OR
     INVESTMENTS  IN  BERRY  UK,  NIM  HOLDINGS,  THE  ITALIAN HOLDING
     COMPANY,  CAPSOL AND OCIESSE; PROVIDED THAT THE AGGREGATE  AMOUNT
     OF ANY SUCH  ADDITIONAL  CAPITAL  OR  OTHER  EQUITY CONTRIBUTIONS
     (COLLECTIVELY, THE "FOREIGN INTERCOMPANY INVESTMENTS"),  TOGETHER
     WITH    ANY   FOREIGN   INTERCOMPANY   INDEBTEDNESS    (EXCLUDING
     INTERCOMPANY  ALLOCATIONS  OF  EXPENSES AND CHARGES AND EXCLUDING
     THE AMOUNT USED TO FUND THE PURCHASE  OF  THE  ASSETS  OF CAPSOL-
     CERTWOOD  UK LTD.) PERMITTED BY THE TERMS OF THIS AGREEMENT,  MAY
     NOT EXCEED  AT ANY TIME IN THE AGGREGATE TEN MILLION FOUR HUNDRED
     THOUSAND DOLLARS ($10,400,000);

     Section 6.2.6 on page 139 of the Credit Agreement is hereby deleted in
its entirety and the following is substituted in its place:

          6.2.6 CAPITAL EXPENDITURES.

          Except for  Permitted  Acquisitions, permitted reinvestments
     of Permitted Asset Dispositions and Capital Expenditures made for
     the acquisition or construction  of  Fixed or Capital Assets that
     are contemplated to be sold in connection  with  a sale-leaseback
     transaction  referred  to in clause (A) of the last  sentence  of
     Section 6.2.16, neither  the  Borrower, Berry UK nor NIM Holdings
     will or will  permit any Subsidiary  to,  directly or indirectly,
     make any Capital Expenditures in the aggregate  for the Borrower,
     Berry  UK, NIM Holdings and their respective Subsidiaries  (taken
     as a whole)  in  an amount which exceeds the "Capital Expenditure
     Ceiling" during any  fiscal  year  as set forth below.  If in any
     given  fiscal  year,  the  total  Capital   Expenditures  of  the
     Borrower,  Berry UK, NIM Holdings and its or their  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.

          FISCAL YEAR ENDING        CAPITAL EXPENDITURE CEILING

          December 31, 2001                 $45,000,000
          December 31, 2002                 $50,000,000
          December 31, 2003 and             $51,000,000
          each fiscal year thereafter


     Section  7.1.13  on page 145 of the Credit Agreement is hereby amended
to provide that, except  to  the  extent  permitted by Section 6.2.1 of the
Credit  Agreement,  (1)  the  Borrower's  failure   to   own  and  control,
beneficially and of record, one hundred percent (100%) of  the  issued  and
outstanding  shares  of Berry Italy, (2) the failure of the Borrower and/or
Berry Italy to own and  control,  beneficially  and  of record, one hundred
percent (100%) of the issued and outstanding shares of  the Italian Holding
Company,  and/or  (3)  the  Italian Holding Company's failure  to  own  and
control, beneficially and of  record,  one  hundred  percent  (100%) of the
issued and outstanding shares of Capsol Italy and Ociesse, shall constitute
an Event of Default under Section 7.1.13 of the Credit Agreement.

     Section  9.1 beginning on page 159 of the Credit Agreement  is  hereby
amended to delete  the notice address for the Agent and for Bank of America
and the following is substituted in their place:

          AGENT:         BANK OF AMERICA, N.A.
                         BANK OF AMERICA BUSINESS CREDIT
                         231 S. LASALLE STREET
                         CHICAGO, ILLINOIS 60697
                         ATTENTION: BRIAN J. WRIGHT

        BANK OF AMERICA: BANK OF AMERICA, N.A.
                         BANK OF AMERICA BUSINESS CREDIT
                         231 S. LASALLE STREET
                         CHICAGO, ILLINOIS 60697
                         ATTENTION: BRIAN J. WRIGHT


     The term "this Agreement" as used in the Credit Agreement and the term
"Credit Agreement" as used in any of the Financing Documents shall mean the
Credit Agreement as modified herein unless the context clearly indicates or
dictates a contrary  meaning.   Any  and  all  such Financing Documents are
deemed  hereby  amended  to  reflect  the  terms  and  conditions  of  this
Amendment, including, without limitation, the Deeds of Trust.

     The Borrower, the Agent and the Lenders will execute such confirmatory
instruments  with  respect  to  the  Credit  Agreement and/or  any  of  the
Financing Documents as the Agent may reasonably require.

     This  Amendment  may  not be amended, changed,  modified,  altered  or
terminated without in each instance the prior written consent of the Agent,
the  Lenders  and the Borrower.   This  Amendment  shall  be  construed  in
accordance with, and governed by, the laws of the State of Maryland.

     The Borrower  agrees  that  neither the execution and delivery of this
Amendment  nor  any  of  the terms, provisions,  covenants,  or  agreements
contained in this Amendment  shall  in  any manner release, impair, lessen,
waive, or otherwise adversely affect the  joint  and  several liability and
obligations of the Borrower under the terms of the Credit Agreement.

     The Agent and the Lenders acknowledge and agree that to the extent the
provisions of the Credit Agreement are contrary to or inconsistent with the
Italian  Credit  Agreement,  the provisions of the Credit  Agreement  shall
control  and  the provisions of  the  Italian  Credit  Agreement  shall  be
interpreted in a manner to be consistent with the Credit Agreement.

     This Amendment 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.   The  parties  agree  that  their  respective
signatures  may be delivered by facsimile. Any party who chooses to deliver
its signature  by  facsimile  agrees  to  provide  a  counterpart  of  this
Amendment with its inked signature promptly to each other party.

     The  Lenders  and  the  Agent  hereby waive the Defaults and Events of
Default arising solely from the failure  of  the  Borrower, Berry UK and/or
NIM  Holdings  to  comply  with the terms of Section 6.2.4(i)  and  Section
6.2.5(vii).   This paragraph  shall  not  be  deemed  to  waive  any  other
existing or future Events of Default or Defaults.







-

<PAGE>


IN WITNESS WHEREOF, the Borrower, NIM Holdings, Berry UK, the Agent and the
Lenders have caused this Amendment to be executed under seal as of the date
first above written.

WITNESS:                      BERRY PLASTICS CORPORATION


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                    James M. Kratochvil
                                    Executive Vice President


WITNESS OR ATTEST:            NIM HOLDINGS LIMITED


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                   James M. Kratochvil
                                   Executive Vice President


WITNESS OR ATTEST:            BERRY PLASTICS UK LIMITED


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                 James M. Kratochvil
                                 Executive Vice President


WITNESS:                      BANK OF AMERICA, N.A.,
                              in its capacity as Agent


_________________________     By:/s/ Brian J. Wright (Seal)
                                    Brian J. Wright
                                    Vice President


WITNESS:                      BANK OF AMERICA, N.A.,
                              in its capacity as a Lender


_________________________     By:/s/ Brian J. Wright (Seal)
                                    Brian J. Wright
                                    Vice President






-

<PAGE>



WITNESS:                      FLEET CAPITAL CORPORATION,
                              in its capacity as a Lender


_________________________     By:/s/ Fleet Capital Corporation (Seal)
                                    Name:
                                    Title:


WITNESS:                      GENERAL ELECTRIC CAPITAL CORPORATION,
                              in its capacity as a Lender


_________________________     By:/s/ General Electric Capital Corporation
(Seal)
                                    Name:       Title:


WITNESS:                      HELLER FINANCIAL, INC.
                              in its capacity as a Lender


_________________________     By:/s/ Heller Financial, Inc. (Seal)
                                    Name:       Title:

WITNESS:                      PNC BANK, NATIONAL ASSOCIATION
                              in its capacity as a Lender


_________________________     By:/s/ PNC Bank, National Association (Seal)
                                    Name:       Title:

WITNESS:                      LASALLE BUSINESS CREDIT, INC.,
                              in its capacity as a Lender


_________________________     By:/s/ LaSalle Business Credit, Inc. (Seal)
                                    Name:       Title:







-

<PAGE>


WITNESS:                      THE PROVIDENT BANK
                              in its capacity as a Lender


_________________________     By:/s/ The Provident Bank (Seal)
                                    Name:       Title:






<PAGE>


                        ACKNOWLEDGMENT AND CONSENT



     BPC  HOLDING  CORPORATION,  a corporation organized and existing under
the laws of the State of Delaware (the "Parent"), BERRY IOWA CORPORATION, a
corporation organized and existing  under the laws of the State of Delaware
("Berry Iowa"), BERRY TRI-PLAS CORPORATION,  a  corporation  organized  and
existing  under  the  laws  of  the  State  of Delaware ("Berry Tri-Plas"),
AEROCON, INC., a corporation organized and existing  under  the laws of the
State  of  Delaware ("AeroCon"), BERRY STERLING CORPORATION, a  corporation
organized and  existing  under  the  laws  of the State of Delaware ("Berry
Sterling"), BERRY PLASTICS DESIGN CORPORATION,  a corporation organized and
existing  under  the  laws  of  the  State  of Delaware  ("Berry  Design"),
PACKERWARE CORPORATION, a corporation organized and existing under the laws
of  the  State  of  Delaware  ("PackerWare"), VENTURE  PACKAGING,  INC.,  a
corporation organized and existing  under the laws of the State of Delaware
("Venture Holding"), BERRY PLASTICS TECHNICAL SERVICES, INC., a corporation
organized and existing under the laws  of  the  State of Delaware, formerly
known as Venture Packaging Southeast, Inc. ("Venture  Southeast"),  VENTURE
PACKAGING  MIDWEST,  INC.,  a  corporation organized and existing under the
laws of the State of Delaware ("Venture Midwest"), KNIGHT PLASTICS, INC., a
corporation organized and existing  under the laws of the State of Delaware
("Knight"), CPI HOLDING CORPORATION,  a  corporation organized and existing
under the laws of the State of Delaware ("CPI"),  CARDINAL PACKAGING, INC.,
a corporation organized and existing under the laws  of  the  State of Ohio
("Cardinal"),  POLY-SEAL CORPORATION, a corporation organized and  existing
under the laws of  the State of Delaware ("Poly-Seal"), and PESCOR, INC., a
corporation organized  and existing under the laws of the State of Delaware
("Pescor")  (the  Parent,   Berry  Iowa,  Berry  Tri-Plas,  AeroCon,  Berry
Sterling, Berry Design, PackerWare,  Venture  Holding,  Venture  Southeast,
Venture  Midwest,  Knight, CPI, Cardinal, Poly-Seal, and Pescor are  herein
collectively  and individually  referred  to  as  the  "Guarantor")  hereby
consent and agree  to  the  foregoing  Amendment and hereby acknowledge and
agree that (i) the joint and several obligations  and  liabilities  of  the
Guarantors  under  and in connection with those certain Guaranty of Payment
Agreements and all other  Financing  Documents  executed  and  delivered in
connection  with  the  Obligations  (as amended, restated, supplemented  or
otherwise modified, the "Guaranty Documents")  shall  include  and  to  the
extent  necessary are hereby amended to include the increase in any and all
Obligations  contemplated  by  the  foregoing  Amendment and to include the
Italian  Obligations and (ii) neither the execution  and  delivery  of  the
foregoing  Amendment  nor  any  of  the  terms,  provisions  and agreements
contained  in  the foregoing Amendment shall in any manner impair,  lessen,
waive,  discharge   or   otherwise   adversely   affect  the  indebtedness,
liabilities, and obligations of the Guarantors under and in connection with
any and all Financing Documents previously, now or  hereafter  executed and
delivered  by  either of them, including, without limitation, the  Guaranty
Documents.





<PAGE>


     IN WITNESS WHEREOF, each of the parties hereby have executed and
delivered this Acknowledgment under their respective seals as of the day
and year first written above.

WITNESS OR ATTEST:            BERRY IOWA CORPORATION


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                   James M. Kratochvil
                                   Executive Vice President


WITNESS OR ATTEST:            BERRY TRI-PLAS CORPORATION


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                    James M. Kratochvil
                                    Executive Vice President


WITNESS OR ATTEST:            BERRY STERLING CORPORATION


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                    James M. Kratochvil
                                    Executive Vice President


WITNESS OR ATTEST:            AERO CON, INC.


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                    James M. Kratochvil
                                    Executive Vice President


WITNESS OR ATTEST:            PACKERWARE CORPORATION


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                    James M. Kratochvil
                                    Executive Vice President





<PAGE>



WITNESS OR ATTEST:            BERRY PLASTICS DESIGN CORPORATION


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                    James M. Kratochvil
                                    Executive Vice President

WITNESS OR ATTEST:            BPC HOLDING CORPORATION


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                    James M. Kratochvil
                                    Executive Vice President

WITNESS OR ATTEST:            VENTURE PACKAGING, INC.


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                    James M. Kratochvil
                                    Executive Vice President

WITNESS OR ATTEST:            BERRY PLASTICS TECHNICAL SERVICES,
                             INC., f/k/a Venture Packaging Southeast, Inc.


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                    James M. Kratochvil
                                    Executive Vice President

WITNESS OR ATTEST:            VENTURE PACKAGING MIDWEST, INC.


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                    James M. Kratochvil
                                    Executive Vice President


WITNESS OR ATTEST:            KNIGHT PLASTICS, INC.


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                    James M. Kratochvil
                                    Executive Vice President

<PAGE>

WITNESS OR ATTEST:            CPI HOLDING CORPORATION


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                    James M. Kratochvil
                                    Executive Vice President

WITNESS OR ATTEST:            CARDINAL PACKAGING, INC.


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                    James M. Kratochvil
                                    Executive Vice President

WITNESS OR ATTEST:            POLY-SEAL CORPORATION


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                    James M. Kratochvil
                                    Executive Vice President

WITNESS OR ATTEST:            PESCOR, INC.


_________________________     By:/s/ James M. Kratochvil  (SEAL)
                                    James M. Kratochvil
                                    Executive Vice President