AGREEMENT





                                  Local No. 14L
                               UNITED STEELWORKERS
                                   OF AMERICA

                                       AND


                            LA CROSSE FOOTWEAR, INC.
                              LA CROSSE, WISCONSIN




September
1998


<PAGE>




                                TABLE OF CONTENTS
AGREEMENT   1
ARTICLE I  ESTABLISHMENT      1
ARTICLE II  MANAGEMENT'S RIGHT CLAUSE     1
ARTICLE III  RECOGNITION      2
      Section 1  - Bargaining Unit...........................................2
      Section 2  - Union Security and Dues Check Off.........................2
      Section 3  - Probationary Period.......................................4
ARTICLE IV  GRIEVANCE AND ARBITRATION PROCEDURE 4
      Section 1  - First Step................................................4
      Section 2  - Current Grievances........................................5
      Section 3  - Second Step, Etc..........................................5
      Section 4  - Time Extension............................................7
      Section 5  - Time Extension Agreement..................................7
      Section 6  - Meeting Arrangements......................................7
      Section 7  - Interruption of Work......................................7
      Section 8  - Union Representation......................................7
ARTICLE V  HOURS OF WORK,  OVERTIME PAY, HOLIDAY PAY  8
      Section 1  - Regular Work Week.........................................8
      Section 2  - Overtime..................................................8
      Section 3  - Overtime Distribution.....................................9
      Section 4  - Holiday Pay..............................................11
ARTICLE VI  WAGES.13
      Section 1  - Incentive Emissions......................................13
      Section 2  - Incentive Standards......................................15
      Section 3  - Miscellaneous Wage Policies..............................18
      Section 4  - Wage Increase............................................20
ARTICLE VII  SENIORITY  21
      Section 1  - Departments..............................................21
      Section 2  - Master Seniority List....................................21
      Section 3  - Qualifications...........................................21
      Section 4  - Employee Placement.......................................22
      Section 5  - Job Openings.............................................22
      Section 6  - Shift Preference.........................................24
      Section 7- Transfers..................................................26
      Section 8- Interruption of Work.......................................28
      Section 9- Elimination of Departments.................................29
      Section 10- Disability Transfers......................................29
      Section 11- Temporary Layoff..........................................29
      Section 12 - Short Term Layoff........................................30
      Section 13 - RegularLayoff and Long Term Layoff.......................32
      Section 14- Home Department...........................................34
      Section 15- Recall....................................................34
      Section 16- Promotions................................................36
      Section 17- Loss of Seniority.........................................36

ARTICLE VIII  LEAVE OF ABSENCE      38
      Section 1  - Retention of Rights......................................38
      Section 2  - Eligibility for Leaves...................................38

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<PAGE>

      Section 3  - Return From Leave........................................38
      Section 4  - Military Service.........................................39
ARTICLE IX  SANITATION AND SAFETY   39
      Section 1  - Reasonable Measures......................................39
      Section 2  - Medical Care.............................................40
ARTICLE X  MISCELLANEOUS      41
      Section 1  - Replacing Tools..........................................41
      Section 2  - Clothing Provision.......................................41
      Section 3  - Drinking Water...........................................42
      Section 4  - Union Posting............................................42
      Section 5  - Supervisor Working.......................................42
      Section 6  - Rest Period..............................................42
      Section 7  - Absenteeism..............................................43
      Section 8  - Suspension...............................................43
      Section 9  - Jury Duty................................................43
      Section 10 - Funeral Pay..............................................43
      Section 11 - Paid Meetings............................................44
      Section 12 - Derogatory Notations.....................................45
ARTICLE XI  VACATIONS/ANNIVERSARY PAY     46
      Section 1  - Vacations................................................46
      Section 2  - Anniversary Pay..........................................47
CONCLUSION     49
EXHIBITS    54
LETTERS OF AGREEMENT    61
INSURANCE AGREEMENT     66
MEMORANDUM PENSION AGREEMENT  74
      Section I    - Agreement Clarification................................74
      Section II   - Pension Plan...........................................74
      Section III  - Retirement Savings Plan - 401K.........................77
      Section IV   - Administration.........................................79
      Section V    - Amendment or Termination...............................79
      Section VI   - Agreement and Approval.................................79
      Section VII  - Effective Date.........................................80
BY-LAWS.....84
      ARTICLE I    - Principles.............................................84
      ARTICLE II   - Objectives.............................................84
      ARTICLE III  - Officers...............................................85
      ARTICLE IV   - Committees.............................................87
      ARTICLE V    - Grievance Procedure....................................89
      ARTICLE VI   - Standing Committees....................................89
      ARTICLE VII  - Finances...............................................89
      ARTICLE VIII - Membership Dues........................................90
      ARTICLE IX   - Meetings...............................................90
      ARTICLE X    - Delegates and Directors................................91
      ARTICLE XI   - Convention Delegates Pay...............................91
      ARTICLE XII  - Amendments.............................................92

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<PAGE>


AGREEMENT

       This  agreement is made and entered into this fifteenth day of September,
1998,  by  and  between  LaCrosse  Footwear,  Inc.,  of  La  Crosse,  Wisconsin,
hereinafter  referred to as the Company and the United  Steelworkers of America,
AFL-CIO, on behalf of Local No. 14L, La Crosse, Wisconsin,  hereinafter referred
to as the Union.


                                    ARTICLE I
                                  ESTABLISHMENT

       All  previous  agreements  and  contracts  are  hereby  revoked  by  this
agreement.  This  agreement must be honored for its duration by any successor to
the owners of LaCrosse Footwear,  Inc., which occupies the property owned by the
Company  on,  October,  1998,  in La Crosse  County,  and  primarily  engages in
substantially the same type of manufacturing business.


                                   ARTICLE II
                            MANAGEMENT'S RIGHT CLAUSE

       The  Company's  right,  in its  discretion  to  direct  and  control  its
employees, to locate production and facilities and to introduce new and improved
methods of production and any matters within the responsibility of management or
relating to the general business or operating practices of the Company shall not
be arbitrated.  However,  this will not be used in any manner  inconsistent with
the provisions of this Agreement.




<PAGE>



ARTICLE III
                                   RECOGNITION

       Section  1.  Bargaining  Unit Local 14L of the  United  Steel  Workers of
America is recognized as the sole collective bargaining agent for all production
and  maintenance  employees of the Company,  in respect to rates of pay,  wages,
hours of employment or other conditions of employment not including  executives,
their assistants,  foremen, foreladies,  office clerical help, sales persons and
watchmen.

       Section 2. Union Security and Dues Checkoff

       1. Each employee who on the effective  date of this provision is a member
of the Union and each employee who becomes a member after that date shall,  as a
condition  of  employment,  maintain  membership  in the Union to the  extent of
tendering the uniform  initiation fee (if any) and periodic dues.  Each employee
who is not a member of the Union on the  effective  date of this  provision  and
each  employee who is hired  thereafter  shall,  as a condition  of  employment,
beginning with the conclusion of their probationary  period, or beginning on the
30th day  following the  beginning of such  employment or the effective  date of
this provision, whichever is later, acquire and maintain membership in the Union
to the extent of  tendering  the uniform  initiation  fee (if any) and  periodic
dues. 

       2. The Union may demand the  discharge  of any  employee  who,  as of the
tender date  specified in (1), is  delinquent  in payments  required  under that
Section by serving written notice of such demand on the Employer,  provided that
the Union has provided the employee at least thirty (30) days written  notice of
the  delinquency.  Promptly after receipt of such demand from the  International
Union Secretary-Treasurer, including verification of notice to the employee, the
Employer shall discharge the


                                       2
<PAGE>


employee for failure to comply with the obligations set forth in (1).

       3. Upon receipt by the Employer of a checkoff  authorization  form, dated
and executed by the  employee,  and in  conformity  with law, the Employer  will
deduct  each week  from the wages of each  bargaining  unit  employee  who has a
current  valid  authorization,  the Union  dues as  specified  in writing to the
Employer by the International  Secretary-Treasurer.  Such authorization shall be
irrevocable for one year from the date of  authorization,  and revocable  during
the period  commencing  fifteen  (15) days before and ending on the  anniversary
date of the authorization. The International Secretary-Treasurer will certify to
the  Employer,  in  writing,  the  amount  of dues,  and that the dues have been
properly  established  by the Union in accordance  with  applicable  law and the
Union's  constitution  and bylaws as required of all employees as a condition of
acquiring  or  retaining  membership  in the  Union.  The  total of such sums so
deducted  will  be  remitted  with  appropriate   forms  to  the   International
Secretary-Treasurer  of the Union and copies to the Local Financial Secretary no
later than the 15th of the month  following the month in which each deduction is
made. In addition,  the International  Secretary-Treasurer  may designate to the
Employer  periodic  assessments,  which shall be deducted  by the  Employer  and
remitted to the International  Secretary-Treasurer  only for those employees who
execute  individual  assignments  to such  effect.

       4.  Within  seven  (7) days of  hiring,  the  Employer  will  notify  the
financial  secretary  of the  Local  Union of the name  and  hiring  date of the
employee.

       5. The Union shall  comply  with all  obligations  under  federal law and
adopt  appropriate  procedures for members and non-


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members  with  respect to union  security  and dues  checkoff.  The Union  shall
defend,  indemnify,  and hold the  Employer  harmless  against any and all legal
claims or actions relating to the union security and dues checkoff provisions of
this Agreement.


"IN WITNESS WHEREOF I have hereunto set my hand and seal this ___ day of _____.
                                                                         

                                             ___________________________________
                                             (SEAL) Employee's Signature

                                             ___________________________________

       Witness Section 3. Probationary Period . In order to secure the increased
production  which will result from greater harmony between workers and employers
in the interest of increased  cooperation  between Union and  Management,  which
cannot exist without a stable and responsible Union, the parties hereto agree as
follows:

       A  probationary  period  of  sixty  working  days  (60  working  days) is
established  for all new employees.  During this  probationary  period,  all new
employees shall be judged for aptness and fitness for employment and only at the
end of this period shall they  exercise any  seniority  rights.  There will be a
joint  Union/Company  advisory  committee  formed to review the  performance  of
probationary employees in the skilled trades area.


                                   ARTICLE IV
                            GRIEVANCE AND ARBITRATION
                                    PROCEDURE

       Section 1. First Step: Any aggrieved  employee shall, with or without the
Department  Steward,  present their  grievance at any time to their  foreperson,
provided such grievance does not affect other employees.


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<PAGE>

       Section 2. Current  Grievances:  Only current grievances may be submitted
to the  grievance  procedure.  A grievance  submitted  fifteen (15) working days
after the date of the grievance arose shall not be deemed current.

       Section 3. Second Step,  Etc.:  All grievances and complaints not settled
by application of Section 1 above,  shall be presented  through the Union in the
following order:

       First: By the chief shop steward to the department Foreperson.

       Second:  By the employee  accompanied  by the chief shop steward to Human
Resources. Grievances or complaints submitted to Human Resources must be reduced
to writing and signed by the  aggrieved  employee if the grievance is individual
and does not affect  others or signed by the chief shop  steward if  affecting a
group of two or more employees.

       Grievances  submitted to the Human Resources  Department must be answered
within five working days following submission.

       Third:  By the  bargaining  committee to top management or its designated
representatives.

       Fourth:  In the case of a grievance or grievances which concern more than
one department,  the bargaining committee shall take the matter up directly with
top management or its designated representative.

       Fifth:  Any grievance by the Company  shall be submitted  directly to the
bargaining committee by top management or its designated representatives.

       Sixth:  Any  grievance  not  appealed  within five (5) working days after
answer,  if given in the  preceding  step,  shall be deemed  settled and further
appeal waived.

       Seventh:  Any  grievance  involving a discharge  must be presented to the
Company in writing within five (5) successive  working days after discharge.  If
it is  determined  that  such  employee  was  unjustly  discharged  they will be
reinstated without loss of seniority and with back pay less the aggregate of any
compensation  received  during  the period of the  discharge.  The union will be
notified in writing with reason at the time of either  suspension  or discharge.
On any discharge the Company


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<PAGE>

shall meet with the  Bargaining  Committee if  requested  within one working day
after the request.

       Eighth:  Should the  Company  and the Union  fail to settle a  grievance,
either  party may,  not later than  thirty  (30) days after  submission  of said
grievance under this Section 3, refer said grievance to arbitration by notifying
the other party in writing  setting forth in detail the matter to be arbitrated.
If a monthly Union  Bargaining  Committee/Company  meeting (Step #3) is not held
within 30 days of the date of the written  grievance,  then any grievance except
discharge,  shall remain open until the next Union Bargaining  Committee/Company
meeting.  Discharge  grievances shall be handled within  contractual time limits
unless  extended per Article 3, Section 5. Within five (5) days after receipt of
notice to arbitrate,  the parties shall jointly request the American Arbitration
Association  to submit a panel of five names from which the parties  will make a
selection of one arbitrator in the following manner:  The Union shall strike out
two names and the  Company  shall  strike out two names,  and the one  remaining
shall be designated as the  arbitrator  and the  arbitrators  decision  shall be
binding upon all parties.  Costs associated with the selection of the arbitrator
shall be paid by the Company.  The arbitration  shall be conducted in accordance
with the rules of the American  Arbitration  Association then applicable insofar
as such rules are not  inconsistent  with the provisions of this Agreement.  All
cost and expenses of arbitration shall be paid in equal proportions by the Union
and the Company.  The only grievances which may be submitted for arbitration are
those  confined to the meaning and  interpretation  of this  agreement,  and the
Arbitrator may only rule on the specific issue or issues presented to it.

       The  Arbitrator  shall have no  authority  to rule on any  questions  not
specifically  covered by this Agreement and they shall not add to, subtract from
or otherwise modify the terms of the Agreement.

       The  terms of any  contract  or  agreement  to be  entered  into upon the
termination,  expiration, renewal or reopening of this agreement or the terms of
any insurance  pension or welfare  agreement entered into by the Company and the
Provider of the 


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<PAGE>

benefits will not be arbitrated. The determination of a general wage increase or
general wage decrease or general hours of work will not be arbitrated.

       Section 4. Time  Extension  Grievances in  connection  with an indefinite
layoff must be presented within 24 hours.

       Grievances  in  connection  with a recall  following  the layoff  must be
presented within 48 hours.


       Section 5. Time  Extension  Agreement The parties may upon mutual consent
extend the time limit  specified in any of the above steps of the  grievance and
arbitration procedure.
   
       Section 6. Meeting Arrangement Meetings between the Company and the Union
will be held at mutually agreeable times.

       Section 7.  Interruption of Work In the event there is an interruption in
plant operations  because of a strike,  slow down,  picketing or other action in
violation of this  Agreement,  no arbitration  procedure  shall be instigated or
continued  regarding the dispute that caused the interruption until such time as
the interruption has been terminated.

       Section 8. Union  Representation The Union shall designate to the Company
the representatives  which are to represent the Union in the presentation of any
grievance.  It is understood that said  representatives  shall have the right to
bring into the conference  with top  management the aggrieved  person or persons
and a representative of the international union.


                                    ARTICLE V
                    HOURS OF WORK, OVERTIME PAY, HOLIDAY PAY

      Section 1.  Regular  Work Week (a) The  regular  work week shall  begin at
11:00 P.M.  Sunday and ending at 11:00 P.M. the following  Sunday,  and shall be
continuous except for recognized or agreed holidays. This shall not be construed
so as to prevent


                                       7
<PAGE>

adjustment  of  schedules of  firepersons  and general  help  employees  for the
purpose of getting their assistance on production jobs.


       (b) Eight hours shall constitute a regular day's work and five days shall
constitute a regular  week's work. All hours in any one day shall be consecutive
except a lunch period shall be provided of not less than thirty minutes nor more
than one hour. All work days shall be  consecutive  except in case of breakdown,
shortage of stock,  damage from storm or other  emergency over which the Company
has no  control  or  except  by weeks  broken  by  recognized  holidays,  unless
otherwise agreed by the Union and Company.
   

       (c) It is agreed that the time for starting of the  employees'  shift may
be  changed  at any  time by the  Company.  However,  employees  shall  be given
twenty-four  (24)  hours'  notice  in cases  where  regular  starting  hours are
changed.  It is  understood  that the present  working  hours will be maintained
insofar as possible.

       (d) The Company  will try to maintain a forty (40) hour week as far as it
is  practical to maintain.  In case the hours are to be reduced,  a  twenty-four
(24) hour's advance notice will be given.

       Section 2. Overtime (a) Any time work in excess of eight hours in any one
day or  forty  (40) in any one  week,  shall  be  paid at the  rate of time  and
one-half.

       (b) Time and one-half  compensation  shall be paid for work  performed on
any Saturday  worked in any  regularly  scheduled  work week,  regardless of the
total number of hours worked the preceding five days,  provided,  however,  that
the employee  affected has not had an  unexcused  absence  during the work week.
When the third shift work week begins at 11:00 P.M. Monday,  the hours worked on
the shift beginning 11:00 P.M.  Friday,  will not be counted as Saturday in that
week for the purpose of paying  overtime.  Third shift  regular  hours on Sunday
will not be considered overtime.

       (c) Time and  one-half  will not be paid for  hours  worked  in excess of
eight,  when the hours  worked  were  caused by a  permanent  shift  change  for
employee's convenience.


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<PAGE>

       (d) All  Sunday  work shall be paid for at the rate of double  time.  The
present  boilerperson's  schedule  will  be  maintained  as is  (Monday  through
Friday).  Boilerpersons will be paid the appropriate overtime rate for Saturday,
Sunday and Holiday work.

       (e) Time lost by a  designated  Union  Representative  during his regular
shift for authorized union business, shall be considered as hours worked for the
purpose of computing overtime payment.

       Section 3. Overtime  Distribution (a) Overtime  (includes double time and
triple time pay) will be distributed as equally as possible among  employees who
are qualified and who want overtime work in the following manner:

       (1)    To the employee on their own job which  overtime is required.  All
              hours worked or refused will be accounted for.

       (2)    To the employee who has signed the voluntary  department  overtime
              sheet.  Said overtime  sheet will be posted on the 15th day of the
              last month of the quarter.  An employee may remove their name from
              the list at anytime by informing their foreperson. An employee may
              add their name only while the overtime sheet is posted (except for
              employees  called  back  from  layoff,   returned  from  leave  or
              transferred from another department).

       (3)    When a department has need for overtime help and if it cannot fill
              its  requirements  from its own overtime lists,  then the overtime
              lists of other departments may be used, based on the similarity of
              the work involved.  Offer or work outside home  department will be
              charged.
      
       (4)    Overtime charts will be posted within the department weekly.

       (5)    In the  application of paragraph one where overtime is assigned to
              the wrong employee, the Company, when notified of the error, shall
              pay the affected employee  equivalent wages for the overtime 


                                       9
<PAGE>

       lost. Overtime will not be paid when the proper employee wasn't available
       when the overtime was assigned.

       (b) In the event of Saturday  overtime the Company  reserves the right to
combine operations of less than 4 hours within the department.

       (c) Those employees who voluntarily  accept Saturday overtime must notify
the Company prior to the overtime if they cannot work the overtime, or they will
be given an unexcused absence,  unless they provide a legitimate reason why they
could  not  notify  the  Company.  If they  don't  show  up and  did not  have a
legitimate reason, they will be ineligible for overtime for two (2) Saturdays.

       (d) If an  employee is  scheduled  by the  Company to work  overtime,  by
starting work before their normal  starting  time, and if for reasons within the
control of the Company, the employee is sent home before the end of their normal
shift (and not offered  other work) then the employee  will be paid time and one
half for the period of time worked prior to their normal starting time.

              (6.) All overtime  hours worked for each  employee will be charged
       and recorded.  Employee  overtime accounts will start over every calendar
       quarter (3 months).

       Section 4. Holiday Pay

(a) The Company recognizes the following holidays:  New Year's Day, Good Friday,
Memorial  Day,  Independence  Day,  Labor  Day,  Thanksgiving,   the  day  after
Thanksgiving,  Christmas Day, the day before Christmas, and December 31, the day
before New Year's  Day,  and one  floating  holiday.  The date for the  floating
holiday to be mutually agreed to between the Company,  and the Union  Bargaining
Committee on a yearly basis. When Christmas or New Year's Day falls on Sunday or
Monday,  the one-day Holiday before Christmas and the one-day holiday before New
Year's Day shall be considered the Friday preceding  Christmas or New Year's Day
and shall be observed on said Friday.  All employees who work on 


                                       10
<PAGE>

above Holidays will be paid holiday pay plus earnings  accumulated  for that day
at the rate of double time.

(b) Any employee shall be paid for holidays listed in Section 4 provided:

       1.     The Employee has  completed  their  probationary  period as of the
              date  of  the  holiday  and  worked  their  last  scheduled  shift
              immediately  prior to, and their first scheduled shift immediately
              following such holiday.


       2.     An  employee  who is laid  off for  lack of work  within  ten (10)
              working  days prior to a holiday,  or is called back from  lay-off
              within five (5) working days of the holiday  will receive  holiday
              pay provided  they work their last  scheduled  shift prior to said
              holiday.

       3.     An employee who is out for sickness (Doctor's Slip) and has worked
              within ten (10)  working  days prior to or ten (10)  working  days
              after the holiday  will  receive  holiday pay on an approved  sick
              leave  (Doctor's  Slip).  The  holiday  will not be counted in the
              count of ten.

       4.     Any  employee  who is out on a leave of absence or not on approved
              sick leave,  or who did not work their last scheduled  shift prior
              to, or their  first  scheduled  shift  following  a holiday is not
              eligible for holiday pay.

       5.     Any active  employee  who is  required  to go on active  duty in a
              military  reserve or National Guard  training  period will receive
              holiday pay if a holiday falls during the training period provided
              that they make  proper  application  to the  Company  and work the
              scheduled  work day prior to and the scheduled  work day following
              the  training  period and  providing  further  that such  training
              period  is not less than two  consecutive  weeks or more than four
              weeks in any year.

       6.     An employee  who can give  sufficient  proof that there has been a
              death in their immediate family



                                       11
<PAGE>

              which  necessitated them to be out the day before or the day after
              and  returns  to work  within  ten (10) days after date of funeral
              shall receive holiday pay. By "immediate family" is meant,  father
              and  mother of the  employee  and father and mother of the wife or
              husband of the employee,  sons and daughters of the employee,  and
              spouse,  brothers  and  sisters and  grandchildren,  step-brother,
              step-sister,    sons-in-law,    daughters-in-law,     step-mother,
              step-fathers,   grandparents,  and  dependents  who  live  in  the
              household of the employees.

       7.     If any of the above holidays fall within the vacation  period,  an
              employee will receive holiday pay, provided they worked their last
              scheduled  shift  prior to said  vacation  period and their  first
              scheduled shift following the end of the vacation period.

       8.     If a holiday falls within a planned vacation shutdown, the Company
              and  the  Union  Bargaining  Committee  can  by  mutual  agreement
              transfer that holiday to a different date; exceptions can be made,
              by mutual agreement.

       9.     Any  employee  who has been  injured  in the  plant  and is out on
              compensation shall receive holiday pay.

       10.    Holiday  pay shall be computed as  follows:  All  employees  shall
              receive  eight  (8)  hours'  pay  based  on their  average  hourly
              earnings  (exclusive  of overtime) for the weekly  payroll  period
              ending prior to the holiday.

       11.    An employee who has accepted a holiday  work  assignment  and then
              fails to report and perform  such work  without  reasonable  cause
              acceptable  to the  management  shall  not  receive  pay  for  the
              holiday.

       12.    Hours not worked on any of the eleven  (11)  designated  holidays,
              but compensated under the holiday provision shall be considered as
              hours of work when computing overtime in excess of forty (40)


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<PAGE>

              hours per week  providing such holidays fall within the first five
              (5) days of the work week.


                                   ARTICLE VI
                                      WAGES

       Section 1. Incentive Emissions (a) Under certain conditions,  experienced
employees  normally  working  on an  incentive  operation  may  be  limited  for
temporary  periods in their  opportunity  to  maintain  their  normal  incentive
earnings.  Whenever  employees continue to put forth additional effort for which
incentive  payment is  designed  to  compensate,  they shall be paid as provided
herein.

       (b) In the event of absenteeism or unexpected openings,  the Company will
fill the job openings in the following order:

       1.     (a) By the most senior  qualified  employee  without a job (on the
              floor)  provided  that  the  employee  is not the  only  qualified
              employee for another  unfilled  job. (b) By an employee  without a
              job (on the floor) with previous satisfactory experience.

       2.     By the most senior qualified volunteer with a job. These volunteer
              employees  will be paid their  average pay or the rate of the job,
              whichever is higher, plus $.20 per hour.

       3.     If items No. 1 and No. 2 have not filled the open job, the Company
              will temporarily  transfer the least senior qualified employee (by
              department or plant wide).  The transferred  employee will be paid
              their  average  wage or the rate of the job,  whichever is higher,
              plus $.20 per hour.

       The employees involved in this provision No. 3 can be transferred no more
than 8  working  days in a twenty  day  period  or not more  than 5  consecutive
working  days  within a 20 working  day  period or no more than 20 working  days
within a 120 working day period. When an employee is temporarily  transferred by
provision No. 3 to another department,  the Union Shop Steward will be notified.
Any exceptions  required for Item No. 1 through 3 can 


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<PAGE>

be mutually agreed between the Company and the Union Bargaining Committee.

       (c) If a Unit is shut down by the Company to allow for the  transfer of a
member of that unit to  another  job to fill in for  absenteeism,  the unit thus
shut down by such transfer will receive their average hourly  earnings,  for the
period of shutdown.

       (d) If an employee  is  assigned to a different  job due to lack of work,
they shall receive the rate of pay in effect on the job assigned to them.

       (e) Payment  for Lost Time will be made in the  following  manner:  their
average  rate not less than 16 percent  over base nor more than 30 percent  over
base.

       It is understood and agreed that an employee who  experiences  any of the
delays  mentioned  above,  must notify their  forepersons  immediately when such
delay  period  begins  and ends as a  condition  to their  receiving  their wage
allowance.

       The Company  reserves the right to utilize  lost time with work  wherever
practicable.  Lost time due directly to work stoppage, slow down or strikes with
the plant shall not be paid for by the Company.

       (f) All employees who are currently  being paid  incentive  wages and who
bid for jobs which presently are not incentive,  will receive 120 percent of the
base rate of that job until new incentives are set or it is determined  that the
job shall be a day work job in which  event day work  rates  only shall be paid.
While this rate is being established,  all employees on this job will be paid in
a like manner.  This has no bearing on incentive  workers who accept regular day
work jobs.


       Section 2. Incentive Standards (a) When new jobs are developed,  old jobs
revised, or jobs are consolidated,  the Industrial  Engineering  Department will
take time studies, and evaluate the jobs to determine whether the job will be on
an incentive basis or fixed rate.

       When new or  revised  jobs  are  being  established,  the  company's  job
evaluation procedure will be used. The Union has a right to review and challenge
the new rate within 60 days.


                                       14
<PAGE>

       Each  party  shall  have  five (5)  evaluators  on their  job  evaluation
committee.  The parties agree to continue the current job evaluation  process in
which each committee's high and low score is disregarded.

       Grievances  challenging  a rate  established  through the job  evaluation
procedure shall be resolved as follows:

              1. The parties' job  evaluation  committees  shall meet and review
       each factor of the disputed job to determine the areas of disagreement.

              2. The job evaluation  committees shall pursue resolution for each
       disputed factor.

              3. In the event the job evaluation  committees are unable to agree
       at which degree each disputed  factor  should be  evaluated,  the parties
       agree to engage a  mutually  agreeable  third  party  selected  for their
       ability to evaluate jobs.

              4. The third party shall mediate the  differences  on the disputed
       factor only.

              5. In the  event the  third  party is  unable to obtain  agreement
       between the committees through mediation,  the third party shall serve as
       arbitrator  and render a final and binding  decision  as to which  degree
       each disputed factor shall be evaluated.

              6. The scope of the third  party's  authority  shall be limited to
       selecting  either  party's  position  on each (as  opposed to all) of the
       disputed factors.

The cost of the third  party  shall be shared  equally  by the  parties  to this
agreement.


                                       15
<PAGE>

       Employees shall be encouraged to develop a natural job rotation.

       When  consolidating jobs or developing new ones, the company may elect to
use a temporary rate not to exceed six months.

       When a permanent  rate has been  developed,  the company will make up any
difference, if the rate is higher than the temporary rate. If the rate is lower,
the new rate will become the rate of pay. Temporary rates can not be grieved.

       (b) When a  piecework  rate is  instituted,  the union will be advised in
writing of the standard for load factors for each operator.  It is understood in
the event of only partial  loading,  the  realignment  job duties may be made to
more fully utilize the  employee's  work day. In the event of such  realignment,
the union will be notified in writing,  of this change. In all cases, time study
records will be made available in writing to the Union if requested.

       (c) It is agreed that  present  incentive  standards on a job will not be
changed unless there is a change in the elements resulting from such things as a
change in  method,  material,  operation  or  equipment  on such  job.  Then the
incentive  standard  shall be increased or decreased  only to the extent of such
changes in the element or elements.

       When  piecework  jobs are  revised,  existing  elemental  time may not be
combined with other elements  except by mutual consent and only when the time is
too small to read using  acceptable time study  standards.  If changes are made,
the  employees  so affected may exercise  their  seniority  rights after a 3 day
trial period.

       (d) When a job  content  change is made,  the union will be  notified  in
writing,  specifying the change made. In such event the Company will endeavor to
install  piecework  rates  covering this change,  as in accordance  with Section
2.(c) within 60 days following such change.  In the event of intermittent  jobs,
the Company would install a piecework rate within 60 days of actual operation of
the  intermittent  job.  This  period may be  extended  because  of  extenuating
circumstances by mutual agreement.


                                       16
<PAGE>

       (1) When a job  content is  changed  and it  affects  the peak load,  the
persons affected will be paid their average pay until the new rate is set.

       (2)  Employees  currently  working  on  incentive  operations  undergoing
construction  or method change will be  guaranteed  their average wage until new
piece work rates are set.

       (e) When new or revised jobs are studied and incentive standards are set,
an average qualified  operator working at a normal incentive pace shall have the
opportunity of earning  twenty-five percent (25%) over the established base rate
for the actual hours worked on incentive.

       This paragraph is a guarantee of earnings  opportunity only and shall not
in any way be construed as to the amount or rate of  piecework  earnings.  It is
understood that employee's performance will vary with effort and proficiency and
some will perform at greater than the above percentage and some at less.

       (f) When new incentive rates are  established,  the only guarantee is the
base rate of the  operation.  A protest  period of six days will begin after a 6
day trial  period.  If protested  during this time and an  adjustment is made it
will be made retroactive to the date the new rates were set.

       If a protest is made after the six day period and an  adjustment  is made
it will be retroactive to the date the protest was filed.

       If not protested within six (6) days after trial period, the rate will be
considered as acceptable provided all elements of the job remain unchanged.

       If the jobs are not on for the full six days  after the rate is set,  the
days will be  accumulated  and the union can use these days in the six day trial
period when the job appears on the schedule again.

       In the event of a grievance  concerning new or changed rates, the Company
will  excuse  the Local  Union  Time Study  person  from  their job at  mutually
convenient times to time study the job or jobs in question.

       (g) All rates shall be available to workers on their respective jobs. Any
new rates not in the department at time 


                                       17
<PAGE>

employees start to work shall not be in effect until the next day.

       (h) Average hourly earnings will be determined in the following manner:

       1. Dayworker - Daywork rate.

       2. Combination  Daywork-Piecework - All daywork hours and piecework hours
with all cards having more than 10 percent downtime excluded.

       3.  Pieceworkers - All time worked with cards having more than 10 percent
downtime excluded.

       All  calculations  will be made on cards  from  the  previous  week  that
contain no more than 10 percent  downtime.  In those  instances  where a rate is
being protested,  the calculation will be made on the week immediately  prior to
the week in which the rate was effective.

       Section 3.  Miscellaneous  Wage Policies (a) Any employee who reports for
work and is willing  and able to perform  any work  assigned  to him but is sent
home  because no work is  available,  shall be paid four (4) hours'  time at his
average pay unless such employee has been previously  notified not to report for
duty.

       This  shall not apply if such lack of work is beyond  the  control of the
Company.  Lack  of  work  will be  defined  as  follows:  Major  electrical,  or
mechanical  failures,  floods,  snowstorms,  etc., affecting the majority of the
operations of the plant.

       If the employee has started to work, such employee shall be paid four (4)
hours' time at his average pay provided such employee shall perform such work as
may be assigned to them.

       In the event an  employee  lays off  without  notice for any cause,  said
employee shall not be entitled to resume work except on a call in to the Company
before 1:30 P.M. the day prior to resuming work.

       However, if employee fails to call in and reports to work, the foreperson
will place worker on job if work is available,  otherwise  employee will be sent
home.

       Employees scheduled on 2nd and 3rd shifts will be expected where possible
to report off 3 hours  prior to their  scheduled  starting  time.  In any event,
employees  are  expected  to  report  off  by  notice  to  the  Human  Resources
Department.


                                       18
<PAGE>

       (b) A job will be held for  tardy  employees  for one  hour  after  their
normal shift starting time, provided they call prior to the start of the shift.

       (c) All production employees, except maintenance,  who are called back to
work after completing their scheduled day's work, and have left the plant, shall
be paid a minimum of four (4) hours at a base rate of the job. Time and one half
shall be paid for hours actually worked over eight hours.

       (d)  Maintenance  employees  who are called back after  completing  their
scheduled  day's work and have left the plant,  shall be paid a minimum of three
(3) hours at straight  time for each call back.  Time and one half shall be paid
for hours actually worked over eight hours. Maintenance employees who are called
in on days they are not scheduled, will be paid a minimum of four (4) hours.

       (e) In the  event  of  industrial  accident,  an  employee  will  receive
immediate medical attention.  An employee with time lost while receiving medical
care for an  industrial  accident  will  receive  make up pay for the day of the
accident for his full eight (8) hours at average hourly earnings.

       Any subsequent  visits for further  medical  attention in connection with
this Industrial Accident will be compensated for at the employees average hourly
earnings.  Each employee should attempt to make their additional  visits as near
to the end of their shift as possible.

       (f) Any  employee  who  starts  work on the second  shift,  shall be paid
twenty cents ($.20) per hour additional shift differential.

       (g) Any  employee  who  starts to work on the third  shift  shall be paid
twenty-five  cents  ($.25) per hour  additional  shift  differential.  The shift
schedule will be designated by the Company and notification will be given to the
Union.

       (h) Differential  will be paid for overtime hours directly  involved with
regular scheduled second or third shift operations. Differential will be paid if
overtime hours are for four (4) or more hours.


                                       19
<PAGE>

       Section 4. Wage Increase The following  wage increases will be "placed on
the outside":

Wage Increase


            9/14/1998         9/13/1999         9/11/2000
             0.15/hr.          0.10/hr.          0.10/hr.



                                   ARTICLE VII
                                    SENIORITY

       Section 1. Departments Seniority shall be according to the departments as
now established and as follows:

      10.  Mixing, Milling and Calendering.
      11.  Gum and Fabric Cutting.
      16.  Quarter and Stitching.
      60.  Shoe Making.
      20.  Last and Lacquer, Stripping and Vulcanizing.
      14.  Inspecting, Cartoning and Packing.
      19.  Shipping.
      17.   General Plant.
      18.  Engineering and Power Plant.
      24.  Plastics.

       Seniority  rights begin as of last entry into respective  departments and
such rights hold only in the  respective  departments  except as  hereafter  set
forth.

       Section 2. Master  Seniority List The Company will maintain a copy of the
master (plant wide) seniority list, with one copy given to the Shop Steward. The
Company will maintain copies of the department  seniority lists and will furnish
copies to the  Foreperson.  These copies will be  available  for  inspection  by
employees,  and these  copies  will be posted and will be subject to  correction
only in case of typographical error.


                                       20
<PAGE>

The master  seniority  list will be posted in the following  group  departments:
Mill and Fabric Cutting, Gum Cutting, Quarter and Stitching, Shoe Room, Last and
Lacquer, Packing, Maintenance, Shipping and Plastics.

       Section 3. Qualifications In the operation of all seniority provisions in
this contract, these qualifications shall be considered namely:

              1.     Length of service.

              2.     Skill.

              3.     Ability.

       Length of service shall control in all cases as between employees, unless
one of the employees  clearly has greater  skill and ability than the other,  in
which case the employee with such clearly greater skill and ability may be given
preference  over the other  employee.  Skill and  ability  shall be based upon a
standard production of quality work within a standard production day.

       Section  4.  Employee  Placement  Every  effort  will be  made  to  place
employees on jobs for which they are qualified in line with their seniority.  In
the  event an  employee  is or has been  assigned  to any job and such  employee
believes that the  assignment is unjust,  they shall perform the job assigned to
the best of their  ability.  However,  upon  making a complaint  the  department
steward and department forepersons shall immediately undertake to satisfactorily
settle the complaint. Upon failure to satisfactorily settle the complaint, Human
Resources  and the Chief  Steward  shall  immediately  undertake  to resolve the
complaint satisfactorily before referring it to the regular grievance procedure.

       Section 5. Job  Openings  When new jobs or  vacancies  occur they will be
posted if they are scheduled  for more than 5 days.  All job postings will be up
by 11:00 A.M. and remain up until 3:00 P.M. the following work day.

       Senior  employees who have applied shall be given first  consideration in
selection  of  such  jobs or  vacancies.  It is  understood  that  such  jobs or
vacancies may be temporarily filled pending permanent assignment.


                                       21
<PAGE>

       Job postings will be filled in the following manner:

       (a)    By the successful bidder.

       (b)    In the event of no bidder, by a qualified employee without a job.

       (c)    If an unfilled job posting cannot be filled by a qualified  person
              without  a job  then  the  least  senior  employee  with  previous
              satisfactory  experience,  whose job can be filled by a  qualified
              person  without a job,  will be assigned to train the least senior
              employee  that is  without a job for a period of up to 10  working
              days.  These  employees  will be paid the rate of the job or their
              previous average, whichever is greater.

       (d) If there  is no  qualified  employee  available,  employees  who have
transferred  departments  and have  special  skills may be assigned  work to use
their  skills  for a short  duration  not to  exceed  25 work  days in a 6 month
period.  Employees so transferred  will get the rate of the job or their average
earnings,  whatever is higher, plus $.30/hr. providing the employee is making an
adequate effort to maintain average efficiency and quality.

       (e) In the event of a shift change,  by the least senior employee in that
department that is without a job.

       An employee  will leave for their new job when a trained  replacement  is
available.  The maximum time allowed to get a trained  replacement  will be five
(5) working days in all departments except in the Cutting,  Mill, and Pedatainer
Carton Unit in Packing which will be 7 days;  Leather Sewing will be 20 days and
Wader  Production 30 days. Those so affected will be paid average or the rate of
the job, whichever is higher.

       Employees on jobs  requiring 6 or more days  training,  who have abnormal
absenteeism  records,  may after reasonable  counseling and at least one written
warning,  be assigned work until they have  demonstrated for at least 3 calendar
months, the ability to be at work the same as an average employee. (For purposes
of this provision only, abnormal absenteeism shall mean at least 30 days absence
from 8 different occasions within a 1 year period.)


                                       22
<PAGE>

       When an employee has  established  themselves on a job in accordance with
the above  procedure,  they shall not be removed from that job except upon their
own  request,  or upon  permanent  elimination  of the job,  except as otherwise
provided for in this contract.

       The Company will provide 24 hours written notice to employees  whose jobs
will be  eliminated.  Employees who are not given 24 hours notice will be paid 8
hours at their average hourly earnings, provided they work.

       Employees whose jobs are eliminated for any reason must apply  themselves
to another job within twenty-four (24) hours after their jobs are terminated. In
the  event  that it is  impossible  to make  application  to the new job  within
twenty-four (24) hours, such application must be made as soon as possible.
 
       An  employee  who  fails to make  application  shall be placed on any job
available or sent home pending  permanent  assignment.  These  employees  may be
assigned work in another department on a temporary basis.

       Employees   with   seniority  will  have  unlimited  job  bidding  rights
(postings)  provided they have had previous  satisfactory  experience on the job
they are applying for.

       Employees with seniority will have unlimited  bumping rights if (1) their
job is  eliminated,  (2) they are  bumped  or (3) if the job move is  caused  by
sickness or accident,  providing they have had previous satisfactory  experience
on the job they are applying for. Employees whose jobs have been eliminated, due
to a category  change,  will be given their option,  by  seniority,  to exercise
their job movement rights or stay within their making unit.

       Job  categories  are  attached and are a part of this  agreement  but are
subject to  revision  and change  from time to time upon  mutual  consent of the
parties.

       All  employees  may sign job postings for which they are not  experienced
and wish to be  trained.  The number of  trainees,  per this  section,  will not
exceed two (2) per schedule,  per department except that the Mixing, Milling and
Calendering  Department and Fabric Cutting  Department will not exceed three (3)
per  schedule  and the  Shoe  Making  Department  will not  exceed  


                                       23
<PAGE>

five (5) per schedule.  Employees with previous satisfactory experience on a job
will be given up to 2 working days to refamiliarize themselves with the elements
of the job.

Section 6 - Shift Preference

Employees shall be allowed to align shifts according to departments.  Procedures
will be followed as listed below:

Manufacturing & Distribution

o   Two shift change alignments per calendar year.
o   All alignments must be within their home department.
o   May be exercised on people who have less seniority.
o   The shift  change  will not take  affect  until ten days after the notice is
    submitted and will take affect at the  beginning of the following  workweek.
    The ten days maybe extended upon mutual agreement for operational needs.


Maintenance

o   Two shift change alignments per calendar year.
o   All alignments must be within their home department.
o   May be exercised on people who have less seniority.
o   The shift  change  will not take  affect  until ten days after the notice is
    submitted and will take affect at the  beginning of the following  workweek.
    The ten days maybe extended upon mutual agreement for operational needs.
o   Exception to the ten-day notice would be for the training and orientation of
    new employees who can be held until they complete the following schedule:
o   Training and orientation:
        Grade 1 & Master - 20 working days


                                       24
<PAGE>

        Grades 2-3 - 40 working days
        Grade 4 - 60 working days
        Helper - 60 working days

o   Grades 1 - 4 may displace one grade up or one grade down.

o   Masters may only displace Masters.

o   Helpers may only displace Helpers.

o   Management  shall  determine  maintenance  labor grade level shift needs. If
    after posting,  the position  remains  unfilled the least senior employee in
    the labor  grade or  adjacent  labor  grade  shall be  assigned  the  shift.
    (Electro-mechanical  and Maintenance  Machinist shall be considered separate
    classifications  for  this  provision  until  such  time  as the  number  of
    employees in either classification falls below five.)

Section 7.  Transfers

       1.     Requested  transfers  from one  department to another by employees
              who are full time  permanent  employees  (except those on leave of
              absence) shall be done in the following manner:

              a.     Employees shall sign the requested transfer slip and return
                     it to Human  Resources  where  the  transfer  list  will be
                     maintained.

              b.     Employees  shall be given the  opportunity of a 1st and 2nd
                     choice of departments.

              c.     Requested  transfers  will be effective  for the balance of
                     the year in which signed, plus one year.

              d.     Transferred  employees  will carry their full seniority and
                     retain no further  seniority in the  department  from which
                     they transfer.  This provision will be retroactive to cover
                     any previously made transfers.


                                       25
<PAGE>

              e.     Employees may change their  departmental  preference on the
                     transfer list twice in regard to paragraph 1.c.

       2. When there is a  permanent  opening  in a  department  caused  through
death, discharge, quit, retirement,  hiring new employees, or new machinery, the
first  requested  employee  (plant  seniority)  who requested a transfer to this
department will be given the opportunity to fill the opening.  (Openings created
by  personal  leaves,  sick  leaves,  military  leaves,  and time  lost by union
personnel  shall not be considered a permanent  opening.) New Machinery  means a
new  process.  It does  not  include  replacement  or  modification  of  current
equipment or additions of the same or similar equipment already in use.

              a.     Transferred  employees must attain satisfactory quality and
                     efficiency  standards within a reasonable  training period.
                     If the employee is disqualified by the above sentence, they
                     will return to their  previous  department by replacing the
                     least senior  employee in that  department,  but will carry
                     their full seniority.

              b.     Transfers  shall be based on date and time of  request.  If
                     this employee turns the job down, the next oldest  request,
                     and so on,  until the list is  exhausted  or the opening is
                     filled.

              c.     Employees  turning  down  their  first  and  second  choice
                     transfers  must wait one year from date of  refusal  before
                     signing job transfer slips.

       Employees  transferring  to a  department  which  they have had  previous
experience  shall be allowed to use their seniority rights to sign or bump for a
job.  However,  such employees who exercise their seniority shall not be allowed
to use the provision of #3.

       3.     Employees may elect to return to their  previous  home  department
              within ten (10) working days.  The employee will replace the least
              senior  employee in that  department.  The next senior employee on
              the  transfer  list  shall be given the  opportunity  to fill this
              opening.


                                       26
<PAGE>

       4.     A person can make one transfer per year.  Items No. 2(a) and No. 3
              shall be considered a transfer.

       5.     Employees who have  completed  more than one year of their skilled
              trades apprenticeship program can request a job transfer, but such
              transfer  will not be valid until one year after such  transfer is
              requested.  The one year waiting  period may be waived upon mutual
              agreement between both the Company and the Union.

       6.     Female  employees  will be given the  opportunity  for at least 50
              percent of the job openings in the skilled  trades  apprenticeship
              program.

       7.     The  employee  must  have  more  than 12  months  seniority  to be
              eligible for a transfer request.

       8.     The open job created by a requested  transfer  shall be posted and
              filled as provided for in the present contract.

       9.     Requested  transfers must be on file in the Human Resources Office
              for 60 calendar days before they become valid.

       10.    The  department to which the employee is transferred is considered
              the  employee's  "home  department"  if the  employee  accepts and
              qualifies for the job.

      Section  8.  Interruption  of Work  Employees  whose jobs are shut down or
scheduled  off for more than three days,  but less than six days,  will be given
the  option  of  exercising  their  job  movement  rights  as per  terms of this
contract,  electing  temporary layoff,  or accepting a temporary job.  Employees
accepting  a  temporary  job will be paid the rate of the job or 130  percent of
base rate, whichever is higher.

       This shall not apply to temporary  production  requirements  or temporary
lack of work,  in which case  employee  may be assigned to a different  job. The
employees affected by such a temporary production  requirement or temporary lack
of work and so assigned shall be paid their average hourly  earnings or the rate
of the job to which they are assigned, whichever is the higher.

       When an  employee  is off work due to a medical  leave,  personal  leave,
leave for Union business,  Military Reserve or National Guard training, trying a
new job and vacations,  they


                                       27
<PAGE>

will have their job filled on a temporary basis (up to a period of 2 weeks).

       Upon their return from such leave  (within the  temporary  period),  they
shall return to their respective job if available.

       When an employee is off over 5 days due to a  suspension,  their job will
be posted on a permanent basis.  Upon their return,  they may sign a job posting
after which they follow the provisions of the contract.

       When an employee  returns from sick leave or injury with a doctor's  slip
to do light work if  available  for a given  time,  and when the  doctor  O.K.'s
employee  to return to their  regular  job or  comparable  job,  employee  shall
exercise his or her seniority.

       Employees  who are on light  duty work  because  of illness or injury and
cannot find work in the home department can displace a less senior employee on a
job that  they are  medically  qualified  for  starting  with the  least  senior
employee plant wide.

       This employee cannot be replaced as long as they are medically restricted
except by a more senior  employee on light duty or a more senior  employee being
laid off when the  medically  restricted  employee  is the  least  senior in the
plant.

       Section 9.  Elimination of Departments In the event of a termination of a
department  or the  transfer  of jobs  out of a  department,  the  employees  so
affected in that department will be transferred to other  departments  into such
jobs as they are qualified to handle, and will carry their established seniority
into their new department.

       Section  10.  Disability  Transfers  Employees  who have  given  faithful
service to the Company and who has become  incapacitated on any operation due to
injury,  sickness or any cause not the result of  misconduct  of such  employee,
will be entitled to special  consideration  for lighter or more suitable work in
any department and if transferred will carry their established seniority.

       Section 11. Temporary Layoff In the event of a temporary layoff no longer
than one day in any one week caused by breakdown of equipment,  shortages of raw
materials  or other  matters  beyond  the  control  of the  Company,  only those
affected by such conditions  shall be so temporarily  laid off. The Company will


                                       28
<PAGE>

make  every  effort in  scheduling  to  maintain  equal  hours of work among the
employees.

       Any employee who has  accumulated a total of one day lost time in any one
week,  as a  result  of the  operation  of the  above  paragraph,  will be given
preference  for overtime of other  scheduling in order that an equality of hours
and/or earnings can be maintained.

       Employees  whose jobs are shut down or scheduled  off for more than three
days,  but less than six days, may elect a temporary  layoff in accordance  with
Section 8 of this Article.


Section  12.  Short Term Layoff  (six  months or less) If it is  determined  the
layoff will be short term,  employees in the department  with less than one year
of  seniority  will be first  laid off.  If such  layoff  exceeds  the number of
employees in the  department  with less than one year of  seniority,  the senior
employees in the department may elect a voluntary layoff.

       An employee can take one voluntary layoff and voluntary return during the
term of this contract unless there are voluntary layoff positions open, which no
one  wants.  Total  time off not to  exceed 6  months,  during  the term of this
contract  unless at a later date voluntary  layoff  positions again open, and no
one else wants a voluntary  layoff.  Employees  recalled from  voluntary  layoff
prior to completion of six months shall be allowed to elect voluntary  layoff on
any subsequent layoff.

       Any  employee  electing  voluntary  layoff must notify  their  department
foreperson no later than 1:00 P.M. three days prior to the date of the layoff.

       Senior  employees  accepting a voluntary  layoff  would remain on the job
until a satisfactory replacement has been trained.

      When an employee wants to return to work,  they must give the Company four
(4) week's notice.  Once they give notice, they can not change it. Employee must
be out on  voluntary  layoff  before


                                       29
<PAGE>

they notify the Company of their intent to return to work.  Employees  returning
can exercise their seniority.

       Employees electing to return to work from voluntary short-term layoff may
be replaced on voluntary layoff by other eligible department  employees provided
the voluntary layoff positions do not exceed six months.

       Employees  on  voluntary  layoff  must  return to work before the Company
hires any new employees in their home department. Employees who do not return to
work after  notification  of a job  opening or  expiration  of the six (6) month
layoff period will be considered a quit.

       Any voluntary  laid off employee who returns to work by Company  request,
can subsequently use, if eligible,  the remainder of the allowed maximum 6 month
layoff period, per terms of this contract.

       If it is  determined  during any short term  layoff that such layoff will
exceed six months,  employees on voluntary  layoff from the  department who have
been on voluntary  layoff in excess of two months will be returned to work and a
regular  layoff  procedure will be  instituted.  If it is determined  during any
short term  layoff  that such  layoff  will  exceed  six  months,  employees  on
voluntary layoff from the department who have been on voluntary layoff less than
two months shall upon  completion of two months on voluntary  layoff be returned
to work and a regular layoff procedure will be instituted.

       When a short-term layoff is converted to a long-term layoff, it shall not
be  considered  a  new  layoff  unless  additional  positions  are  reduced.  If
additional  positions are reduced  employees  shall be allowed to exercise their
rights to select 


                                       30
<PAGE>

voluntary  layoff,  but only with  respect  to the  additional  positions  being
reduced.

       Section 13. Regular Layoff and Long Term (six months or longer) Layoff

If it is determined  the layoff will be long term,  employees in the  department
with less than one year of  seniority  will be first  laid off.  If such  layoff
exceeds the number of  employees  in the  department  with less than one year of
seniority,  the senior  employees in the department may elect a voluntary layoff
not to exceed two months. All time spent on voluntary layoff shall count towards
that  employees  six months  allowed on voluntary  layoff under Section 11. With
each layoff,  management  shall  designate the number of positions that shall be
considered  short term and the number of positions that shall be considered long
term.

       When a  long-term  layoff is  converted  during the first sixty days to a
short-term  layoff,  the employee  currently on the long-term  voluntary  layoff
shall be given the option of converting to a short-term voluntary layoff.

      In the event of a layoff for the  purpose of reducing  the work  force,  a
list of those to be laid off shall be posted in each  department  at least three
days prior to the layoff and such layoff  shall  become  effective at the end of
the work  shift on the day set  forth  in the  notice  or at the end of the work
shift expiring three days after posting of such notice, whichever occurs later.

      The above  three  days  notification  requirement  shall  not apply  where
indefinite  layoffs  are caused by  machinery  breakdown, 


                                       31
<PAGE>

act of God, or other emergency conditions beyond the control of the Company.

       Employees with the least seniority shall be the first to be laid off from
the affected departments.

       1.     Employees  being laid off may sign a job posting in any department
              (limit one posting bid/employee) consistent with the provisions of
              this contract or

       2.     Employees being laid off may displace a less senior  employee,  in
              any department,  if they have previous satisfactory  experience on
              that job or

       3.     Employees  being laid off may elect to apply for  transfer  to any
              other  department or departments and will be immediately  eligible
              for  subsequent  job  openings  based on their  seniority  and the
              department  transfer  provisions  of  this  contract.   After  all
              requests  of laid off  employees,  made at the time of layoff,  by
              those  employees  electing  to  transfer  departments,  have  been
              honored,  a  department's  layoff list will have first priority to
              fill subsequent openings in that department.

       4.     If no work is available  under the forenamed  provision (1, 2, and
              3), then the employee will be laid off.

       5.     Management  will  displace the least senior  employee in the plant
              with the most  senior  laid off  employee  who has elected to work
              elsewhere  when the layoff is for an  indefinite  duration or will
              exceed 10 working days. The displacement procedure will be made in
              the  shortest  possible  time but  generally  should  not exceed 3
              workdays per department per employee.

       6.     When a laid  off  employee  elects  to  work  only  in a  specific
              department or  departments,  their  displacement  procedure  would
              apply when the specific  department or departments of their choice
              has the least senior plant employee.

       7.     When the least senior  employee has a job which will be eliminated
              in next month's  schedule or the  training 


                                       32
<PAGE>

              time exceeds 5 working days  according to the category  book,  the
              next least  senior  employee in the plant will be displaced in the
              application of paragraph 5 and 6.


       Section 14. Home Department

       1.     The  department  to which the  employee  displaces  a less  senior
              employee or the  department  to which an employee is recalled  to,
              shall be the employee's home department if the employee  qualifies
              by attaining  satisfactory  quality and efficiency  standards in a
              reasonable  training period. If disqualified,  they will either be
              asked  by the  Human  Resources  Department  to  work  in  another
              department or may be laid off.

       2.     Employees  who replace the least senior  employees in the plant or
              employees who elect to be recalled into another department will be
              returned to their original  department if that department  recalls
              or hires,  and the job opening is not temporary.  (Temporary means
              20 work days or less.)

       3.     The employee  after 10 working  days,  paragraphs 1 and 2, has the
              option to return to their  original home  department,  if employee
              elects not to do so then the  current  department  will become the
              home department.

       Section 15. Recall  Seniority for employees who have not completed  their
probationary  period and are recalled shall, upon completion of the probationary
period, revert to the original date of hire. Employees with seniority shall have
recall  rights for a period  equal to 1/2 their  seniority,  but no less than 48
months.

       Employees  will  be  recalled  to  their  home  department  according  to
seniority unless there is a valid reason for their not being able to perform the
available job or jobs. A constant effort will be made to get the senior employee
back to work.  A copy of all call backs and  comments  of all call backs will be
given to the union upon a reasonable request. Before any new


                                       33
<PAGE>

employees are hired,  laid off employees shall fill open jobs unless they have a
legitimate reason.

       1. In the  event  of  recall  the  Union  shall  be given a list of those
intended  to be  recalled at least  twenty-four  (24) hours prior to recall.  An
employee  shall be notified by telephone of the date they are to return.  In the
event  Management  is unable to contact  the  employee by  telephone,  a written
notice  shall be mailed to the  employee  not less than  forty-eight  (48) hours
before  resumption of work to the last address  listed by said employee with the
Company.  A copy of said notice  shall be delivered to or mailed to the Union at
the time of mailing.  If an employee fails to return  following  such notice,  a
second 48 hour  notice  shall be mailed and a copy  provided  to the Union.  The
Company  shall  have  the  right to call  another  available  worker;  provided,
however,  the  person by passed  shall  have the right to return to work if they
give the Company  notice of their  intention to return within  twenty-four  (24)
hours of their receipt of notice.

      2. In the event it is  necessary to recall  immediately  from the laid off
list  because of a change in  schedule,  absenteeism,  leave of  absence,  etc.,
employees will be recalled in line of seniority within their  department.  If it
is  impossible  for the one with the greatest  seniority to report for immediate
work, the next in line shall be called.

            If a department has temporary need for employees,  this department's
employees on lay-off shall have priority to fill these temporary jobs (temporary
means 20 work days or less).

       3. Employees on voluntary  layoff will be subject to recall to their home
department in reverse  order of seniority on three (3) days notice.  In cases of
production necessity,  employees on voluntary layoff may be recalled out of line
of seniority  because of their skill and ability.  Employees on voluntary layoff
must  return to work before the Company  hires any new  employees  in their home
department.  Employees  who have  exhausted  their six  months or two  months of
voluntary layoff under the short term or long term layoff provision, may, at the
conclusion of their


                                       34
<PAGE>

voluntary  period,  elect to move to the regular layoff list and await recall in
accordance with their seniority.

       Section 16. Promotions Employees assigned a non-bargaining unit job, on a
involuntary  basis  because of medical  restrictions  shall  retain  their union
seniority.  Employees  accepting  non-bargaining unit jobs, on a voluntary basis
may return one time to their  former  department  within a 30 day period.  There
will be no  accumulation of seniority  beyond the 30 day period.  Management may
return a  non-bargaining  unit employee to the bargaining unit within 12 months.
Employees  who have been out of the  bargaining  unit in excess of 12 months may
not be returned.

       On return to the  Bargaining  Unit,  said  employees will return to their
former  department  and  will  displace  the  least  senior  in the  department.
Exceptions by mutual agreement with the Union Bargaining Committee.

       There will be  established a four-person  committee (two from the Company
and two from the Union) to investigate complaints concerning  supervisors.  Such
four-person  committee  will meet within 7 calendar  days  following the Company
receiving such a written  complaint.  The four person committee can request that
both the employee and supervisor  meet with the committee.  This committee would
obtain facts  concerning  any  supervisory  problems and report them to both the
Union Committee and to Company Management.

       Section 17. Loss of Seniority An employee shall lose their seniority if:

              a.     They quit.

              b.     They are discharged for just cause.

              c.     If an employee is absent four consecutive  working days and
                     fails to notify the  Company  as to the reason of  absence.
                     The employee will be given a chance to explain why they did
                     not notify the Company.

              d.     Failure to return from layoff.

              e.     Failure to return from leave of absence.


                                       35
<PAGE>

              f.     Employees who are eligible for work but who are not working
                     because  of work  restrictions  must  initiate  a review of
                     their potential job  opportunities  by a visit to the Human
                     Resources  Office at least once every 60 calendar days. The
                     lack of a visit for a 120  calendar day period may be cause
                     for termination  unless WAIVED by mutual  agreement.  These
                     employees will be notified by registered mail.




                                       36
<PAGE>




                                  ARTICLE VIII
                                LEAVE OF ABSENCE

       Section 1.  Retention of Rights  Employees  given leave of absence by the
Company  will not lose any  rights  during  such  leave  of  absence  except  as
otherwise set forth herein.

       Section 2.  Eligibility  for Leaves The  Company  shall  grant  leaves of
absence in the following cases:

       (a)  Maternity  cases  will be treated  as any other  illness.  This will
include  the  provision  to  grant  a  maternity  leave  for up to one  year  if
circumstances so warrant.

       (b) Incapacitation by illness or injury.

       (c) Serving as full-time  office of Local No. 14L, or as  representatives
of the International Union with which the Local is affiliated, where such office
entails responsibilities in labor relations.

       (d) Full-time employees of the AFL-CIO-CLC  Building  Association (not to
exceed two in number)  for the  duration  of this  agreement,  but in no case to
exceed two years.

       (e) Serving in political or public  office,  appointed or elective  shall
retain seniority during term of office.

       (f) To qualify  for Civil  Service  positions,  such leave  being of same
length of time as qualifying period specified by law for such positions, but not
to exceed ninety (90) days.

       (g) A two week leave of absence  will be granted to an  employee in order
to take a new job  outside  of the  Company  provided  that prior  approval  and
satisfactory  arrangements  have been made with the Human Resources  Department.
Upon  returning  from a leave of absence,  employees must verify the taking of a
new job or they will be  considered a quit. An employee will be granted only one
leave of absence in each three year period under this subparagraph (g).

       Section  3.  Return  From Leave In all cases  leave of  absence  shall be
granted  and  allowed  only upon prior  notice to the  Company.  In the event of
illness  or injury,  any  employee  unable to report  for work shall  notify the
Company as soon as possible, they do not need a leave of absence to retain their



                                       37
<PAGE>

rights.  In case of  absence  for other  causes,  they  must  give  satisfactory
explanation  acceptable  to the  Company.  Employees  granted a leave of absence
shall be permitted to return to work before the  expiration  of such period,  if
agreeable to the Company.

       A person who requests an indefinite  leave of absence for medical reasons
and who has received a doctor's slip for such indefinite  leave, will be granted
a sixty day leave.  Thereafter a written medical  extension will be needed every
thirty days, unless waived by mutual agreement.

       Section 4. Military Service Any employee who is called into service or in
time of war or a state  of  emergency  as per  Selective  Training  Service  Act
volunteers their service in the Armed Forces of the United States shall be given
a leave of absence and will continue to accumulate  seniority during such period
of service and upon  termination  of such  service will be  reinstated  to their
former  position or to a position of like seniority  status and pay,  unless the
Company's circumstances have so changed as to make it impossible or unreasonable
to do so and  providing,  further  that  such  employee  makes  application  for
reemployment  within ninety (90) days after they are relieved from such training
service.

       Any employee who is suffering from a service incurred  disability may (in
order to  rehabilitate  themselves)  have an  additional  leave of absence of at
least one year from date of discharge.

                                   ARTICLE IX
                              SANITATION AND SAFETY

       Section  1.  Reasonable   Measures  The  employer  agrees  to  adopt  all
reasonable measures to insure safe and sanitary  conditions in the factory.  The
Union and Management agree to cooperate to that end.

       Section 2. Medical Care (a) In case of serious  injury an employee  shall
have prompt  medical  attention  by a qualified  physician of their own choosing
listed on the Physicians' panel


                                       38
<PAGE>

as published by the La Crosse County Medical Society.  It shall not be necessary
for  the  employee  to  secure  an  accident  report  before  receiving  medical
attention,   but  such  report  shall  be  furnished  the  Company  as  soon  as
circumstances permit.

       (b) The  Company  shall  make every  effort to get an  injured  person to
medical attention as soon as possible.

       (c) One employee shall be assigned from  management and one employee from
union  to  constitute  a  safety  committee,  which  shall  meet  once  a  month
(approximately two hours in the week prior to the local union's regular business
meeting),  in which  they  shall  review  and make  recommendations  for  safety
standards.

       Management  and the  Union may each  assign  alternate  employees  to the
Safety Committee.

       (d) In the event of an accident which required medical  emergency outside
medical attention,  the SafetyCommittee  shall make a personal inspection of the
equipment and area prior to the resumption of work.

       (e) In compliance  with the  Occupational  Safety and Health Act of 1970,
the  Union  will  keep  on file  in the  Personnel  Office  the  name  of  their
representative  who will accompany the OSHA inspector  during any of their plant
tours.

       (f) During the term of this  contract  the  Company  and the Local  Union
Bargaining Committee may by mutual agreement develop and implement programs that
strive to improve qualify, safety and attendance.

       (g) If an  identified  problem  related  to  health  and  safety  remains
unresolved  for more than 30 days,  the Union may request the  assistance of the
USWA Industrial Hygiene Department, provided the Company is given 1 weeks notice
prior to the request.


                                       39
<PAGE>
                                    ARTICLE X
                                  MISCELLANEOUS

       Section 1.  Replacing  Tools The Company will pay the  following  amounts
each year toward the  replacement  of broken or worn out tools for the following
maintenance employees:

       Grade  4  technician  to  Master  ($200.00),   Apprentices  $150.00,  and
Maintenance  Helper  $110.00.  This will be paid on the first Friday in October.
Tools  purchased  with these  monies  will be  registered  with the  Maintenance
Supervisor.  During the next three years (October 1998 through October 2001) all
Maintenance  Personnel  will be  required  to build  their tool set to the basic
required tools which includes those listed as metric.

       By the first day of  November  thereafter,  each  employee of the Machine
Shop will be  evaluated.  At that time,  they will be told what training or work
experience will be provided in order to reach the next grade level.

       The  Company  will  pay a bonus  of  $160.00  at the end of the  employee
apprenticeship period or promotion to Grade 4.

       Section  2.  Clothing  Provision  The  Company  will  provide a change of
clothing  each  working day for the three  compounders  and  banbury  operators,
rubber knife operator and upper calendar  operators.  The dirty clothing must be
returned to the Company before new ones are issued.

       The  Company  will  provide  ten  (10)  T-shirts  per year to each of the
permanent  full  time  calendar  operators,  extruder  operators,  millmen,  and
pedatainer carton machine operators.

       Eye glasses broken on the job if not covered under Workmen's Compensation
will be  replaced  in kind at company  expense  upon  application  to either the
Safety  Department  or the  Plant  Nurse.  The  glasses  must be  repaired  with
prescription Safety Lens to be eligible for this benefit.

       Prescription safety glasses will be replaced when broken,  damaged on the
job or for correction of eye sight, for those employees who are required to wear
them.

       Section 3. Drinking Water Good, cool drinking water shall be furnished in
sufficient quantities.

       Section  4. Union  Posting A bulletin  board  shall be  provided  in each
department  for the use of the Union.  All  bulletins  must be  approved  by the
Company before posting.


                                       40
<PAGE>

       Section 5. Supervisor  Working The Company shall designate in writing who
are supervisors.  No supervisors are permitted to do any work. Work performed by
supervisors  who would  take away  employment  from an  employee  or affect  the
employees' earnings in any manner is prohibited.

       The only work the supervisor can do is instruction, experimental work, or
in case of extreme emergency (extreme emergency shall be defined as follows):

       1.     A.     Absenteeism,  the  period of time not to exceed one hour at
                     the beginning of each shift,  unless the  replacement is in
                     route, then the time allowed will be extended 1/2 hours.

              B.     Sickness, the period of time not to exceed one-half hour.

              C.     Bathroom, telephone calls, nurses office, etc.

       2.     Absenteeism  coverage by supervision will be paid to the called in
              employee, but not to the tardy employee.

       Instructors  shall not do  production  or service work other than what is
required for the teaching process.

       Section 6. Rest Period

                              REST PERIOD SCHEDULE
Work Time                     Min #             Max #             Total Time
8 Hours                         2                 3                   25
10 Hours                        3                 4                   30
12 Hours                        4                 5                   37

       The time between rest breaks shall be reasonable. The rest period time to
be  determined  by  management  to  eliminate  lost  production  time and  other
conflicts.

       Employees  on  continuous  operation  will receive one (1) 10 minute paid
break during the forepart of their shift, and an eighteen (18) minute paid lunch
break.

       Section 7.  Absenteeism It is the employee's  responsibility  to maintain
regular  attendance.  Employees  will  be  eligible  for  a  bonus  for  perfect
attendance  and  tardiness.  The  employee  will earn a bonus of 1-1/3 hours per
month for perfect


                                       41
<PAGE>

attendance and not being tardy. The bonus may be used in two hour increments and
must be scheduled and approved in advance.

       Section  8.  Suspension  An  individual  who fails to report to their job
following their lunch hour,  without proper  notification  to their  foreperson,
plant nurse,  or Human  Resources  Department  shall be subject to the following
disciplinary procedure.

       a.     1/2 day off - 1 week's  suspension  and a warning  in the event of
              repetition, the next action would be discharge.

       b.     1-1/2  days off - 30 days  suspension  and a  warning  that in the
              event of a repeated violation, the result would be discharge.

       c.     More than 1-1/2 days off - discharge.

       The Company will provide adequate means for reporting. Violation of a and
b above  not  repeated  within 9  months,  will not be used in  determining  the
penalty under this policy.

       Section 9. Jury Duty  Employees  who lose time from their  regular  shift
hours due to  required  jury duty will be paid for such time lost at average pay
less amount received for such required jury duty.

       Section  10.  Funeral  Pay In the  event of the  death  of an  employee's
mother,  father, child, spouse,  brothers and sisters, step mother, step father,
step brothers,  step sisters,  or step children,  funeral pay will be awarded in
the following manner:

       1. Three  consecutive  working  days will be paid for eight  hours at the
employee's straight time average hourly earnings.

       2. Payment will be made for Saturday and Sunday at straight  time average
hourly  earnings only in cases where the employee  would have been  scheduled to
work.

       The day of the funeral will be paid for eight (8) hours at the employee's
average  hourly  earnings  for  the  following:   grandparents,   grandchildren,
mother-in-law, father-in-law, son-in-law, daughter-in-law.

       If a funeral occurs during the vacation shutdown:

                                       42
<PAGE>

       A. Employees  ineligible for vacation pay will, upon proper notification,
receive funeral pay in accordance with the current contract language  (employees
are not eligible for unemployment benefits when paid for funeral days).

       B.  Employees  eligible  for  vacation pay will be able to take three (3)
additional paid days at the end of the annual vacation shut down.
        
Section 11.  Paid Meetings and Reimbursed Union Business

a).  The  Company  will pay 85% and the  Union  15% of the cost of the  contract
books.

b).  The  Company  will pay for 24 hours  per year for each  member of the Local
Union  Bargaining  Committee  to cover union  called  meetings  (not to exceed 7
members).  c). There will be one member from  Management and one member from the
Union who will meet once every 2 months for 1 hour to review the  apprenticeship
training   program.   The  Company   will  pay  the   one-hour   for  the  Union
Representative.

d). Hours eligible for  reimbursement  by the Union are those  additional  hours
incurred by  Bargaining  Committee  Members,  Union  Stewards,  Executive  Board
Members,  Job  Evaluation  Committee  Members,  and other Union members who have
Union  approval due to special  situations.  The amount of time  incurred by the
above will not be more than has been normal and customary.

e).  The Union  will  reimburse  the  Company  for all wages and  benefits  paid
relating to "Reimbursed  Union  Business".  This includes  wages,  401K employer
match,  employer share of Medicare and FICA,  associated  vacation pay, overtime
premium if incurred, and any other benefits, which may be incurred.

f). The Company will provide the Union  Bargaining  Committee with a copy of the
Master Insurance Policies.


                                       43
<PAGE>

g). The Company and the Union Bargaining Committee can mutually agree to special
conditions that will facilitate new processes, products or special situations.

h). The Company agrees to pay the Shop Steward one hour per day at their average
pay.


       Section 12. Derogatory Notations

       The Company  will remove and destroy  all  derogatory  notations  from an
employee's file, if not repeated within a 12 month period,  except for notations
related to:
      -     Substance Abuse.
      -     Fighting.
      -     Gross Insubordination (time off).
      -     Sexual Harassment.
      -     Work Place Discrimination.
      -     Permanent Disqualification.
      The following items will be removed after a 24 month period:
      -     Fighting.
      -     Gross Insubordination (time off).



                                   ARTICLE XI
                            VACATIONS/ANNIVERSARY PAY

       Section 1. Vacations

       (a) The general  policy will  continue to be that all  employees  will be
paid their total vacation pay immediately  prior to the annual summer  shutdown.
The vacation  period shall be between June 15 and September 15 of each year. The
exact date


                                       44
<PAGE>

shall be determined by negotiations between the Company and the Union.

       (b) An  employee  with one (1)  through  two (2) years  service  with the
Company on May 31st of any year shall be  entitled to one weeks'  vacation  with
pay during the vacation  period for such year. Pay for such  vacation,  shall be
equal to 2 percent of the employee's earnings for the twelve month period ending
May 31st of such year.

       (c) An employee  with three (3) through six (6) years of service with the
Company on May 31st of any year,  shall be entitled  to two (2) weeks'  vacation
with pay during the vacation  period for such year.  Pay for such vacation shall
be equal to 4 percent of the  employee's  earnings  for the twelve  month period
ending May 31st of such year.

       (d) An employee with seven (7) through  eleven (11) years of service with
the  Company  on May 31st of any year,  shall be  entitled  to three (3)  weeks'
vacation  with pay  during  the  vacation  period  for such  year.  Pay for such
vacation shall be equal to 6 percent of the  employee's  earnings for the twelve
month period ending May 31st of such year.

       (e) An employee  with twelve (12)  through  fifteen (15) years of service
with the  Company on May 31st of any year,  shall be  entitled  to three and one
half (3 1/2) weeks'  vacation  period for such year. Pay for such vacation shall
be equal to 7 percent of the employee's  earnings for the 12 month period ending
May 31st of such year.

       (f) An  employee  with  sixteen  (16)  through  twenty-one  (21) years of
service with the Company on May 31st of any year,  shall be entitled to four (4)
weeks'  vacation period for such year. Pay for such vacation shall be equal to 8
percent of the  employee's  earnings for the twelve month period ending May 31st
of such year.

       (g) An employee with  twenty-two (22) through  twenty-nine  (29) years of
service with the Company on May 31st of any year,  shall be entitled to five (5)
weeks'  vacation  pay during  the  vacation  period for such year.  Pay for such
vacation shall be equal to 10 percent of the employee's  earnings for the twelve
month period ending May 31st of such year.


                                       45
<PAGE>

       (h) An employee with thirty (30) years of service with the Company on May
31st of any year,  shall be entitled to six (6) week's  vacation  pay during the
vacation  period  for  such  year.  Pay for such  vacation  shall be equal to 12
percent of the  employee's  earnings for the twelve month period ending May 31st
of such year.

       It is agreed,  however,  that the third, fourth, fifth, and sixth week of
time off for employees with seven or more years of service shall be granted only
if production  necessities permit, or may be granted at the Company's discretion
on a  staggered  basis,  or if  there is a plant  shutdown,  at the time of such
shutdown. In any event, the vacation pay to which an employee with seven or more
years of service is entitled  under this section  shall be paid to such employee
on or before  September  15th of the year in which they are  entitled to receive
such vacation pay,  regardless of whether the third,  fourth,  fifth,  and sixth
weeks of time off has been granted or not.

       Employees  with more than 3 weeks of  vacation  may take a maximum of ten
(10) vacation days, one day at a time,  providing prior and satisfactory  mutual
agreeable arrangements have been made.

       Section 2. Anniversary Pay

       Anniversary  pay is to be based on an  employee's  anniversary  date,  as
follows:

       An employee hired  subsequent to May 31st in any year will be eligible to
receive  anniversary  pay equal to 2 percent of their  earnings from the date of
their  employment to the following May 31st. This amount shall be calculated for
the employee on May 31st following their first  anniversary date and shall be in
addition to the regular vacation pay.

       In like manner,  an employee will be eligible to receive  anniversary pay
equal to 2 percent  of their  earnings  from  their  second  anniversary  to the
following May 31st,  and this amount shall be  calculated on May 31st  following
their third anniversary.

      An employee  will be eligible also to receive  anniversary  pay equal to 2
percent of their earnings from their sixth anniversary 


                                       46
<PAGE>

date to the following May 31st,  and this amount shall be calculated on May 31st
following their seventh anniversary.

       An employee will be eligible also to receive  anniversary  pay equal to 1
percent of their earnings from their eleventh  anniversary date to the following
May 31st,  and this  amount  shall be  calculated  on May 31st  following  their
twelfth anniversary.

       An employee also will be eligible to receive  anniversary  pay equal to 1
percent of their earnings from their fifteenth anniversary date to the following
May 31st and this  amount  shall be  calculated  on May  31st,  following  their
sixteenth anniversary.

       An employee also will be eligible to receive  anniversary  pay equal to 2
percent  of their  earnings  from  their  twenty-first  anniversary  date to the
following  May 31st and this amount shall be  calculated  on May 31st  following
their twenty-second anniversary.

       An employee also will be eligible to receive  anniversary  pay equal to 2
percent  of their  earnings  from  their  twenty-ninth  anniversary  date to the
following May 31st,  and this amount shall be  calculated on May 31st  following
their thirtieth anniversary.

       An employee  retired  under the Pension  Plan or on leave or laid off and
maintaining or  accumulating  service on the payable date above referred to will
be paid their  anniversary pay for which they are eligible.  Employees  retiring
with less than 5 years of service will be eligible for accumulated vacation pay.

       The  estate  or the heirs of an  employee  who is  eligible  and who dies
before the payable date will be paid their anniversary pay.

       An employee who quits or is discharged prior to the payable dates will be
paid anniversary pay, or regular vacation pay.

       An employee who dies or retired (under the Company's  Pension Plan) prior
to May 31st is eligible to receive  vacation  pay for the year in which they die
or retire.  Payment for the vacation time shall be paid to the employee or their
heirs.

       An employee who is on leave of absence or laid off, and is maintaining or
accumulating service, is eligible for vacation pay.

      Employees who work during the summer  shutdown  period and employees  with
more than 3-1/2 weeks vacation pay may request to


                                       47
<PAGE>

their department  foreperson 15 working days prior to the summer shutdown,  that
all or a portion of their  vacation  pay be held for  distribution  to them at a
later date. Thereafter,  they will receive their held vacation pay in minimum of
one day  increments by notifying  their  foreperson  one week in advance of when
they want their  vacation  pay.  Vacation pay will be included in the  employees
regular  paycheck  following  the vacation  day.  This  exception to the general
vacation  pay  policy  will  not  apply  if it would  generate  unemployment  or
workmens' compensation payments.


                                   CONCLUSION

       The Company and the Union agree that there shall be no lockouts, strikes,
slowdowns,  or  other  interferences  with  production  during  the life of this
Agreement.

       In the event of any interference with production by individual  employees
or groups of  employees,  the local  Union and the  International  Union,  their
officers,  Stewards,  and other  representatives will immediately cooperate with
the Company to their full effort and  ability and take every  possible  means to
correct the situation and to cause the employees to return or remain at work.

       In any such  cases  the  Union  recognizes  the  Company's  right to take
disciplinary action against any employee participating in such interference with
production.  In  consideration  of this  agreement,  the  union,  on  behalf  of
themselves,  their members,  officers,  agents, and representatives agree not to
sue the Company, its officers or representatives,  and the Company agrees not to
sue the Union or their respective  officers,  agents, or  representatives in any
court of law or equity for any act or  omission of the other party or its agents
or representatives which occurs during the life of the Agreement.

       The parties agree to the principle  that there will be no  discrimination
in regard to wage  rates or working  condition  by reason of sex,  color,  race,
veterans, handicap, religion or national origin.


                                       48
<PAGE>

       It is further understood that where the masculine pronoun is used in this
agreement,  it shall refer to both  genders.  There  shall be no wage  reopening
during the life of this Agreement.

       This  Agreement  shall become  effective  September  14, 1998,  and shall
remain in effect until 11:59 P.M., September 15, 2001. Thereafter it shall renew
itself for yearly  periods unless written notice is given by either party to the
other not less than  sixty  (60) days but not more than  seventy-five  (75) days
prior to the  expiration  date or any  extension  thereof  that it is desired to
terminate or amend the Agreement.

       Effective Date: September 14, 1998





LOCAL NO. 14L
UNITED STEELWORKERS OF AMERICA



/s/Harold Geary                               /s/Sue Ames
Harold Geary                                  Sue Ames
President                                     Secretary




/s/Rita Christianson                          /s/Donna Coady
Rita Christianson                             Donna Coady
Bargaining Committee                          Bargaining Committee



                                       49
<PAGE>

/s/Randy Sharp                                /s/Thomas Sullivan
Randy Sharp                                   Thomas Sullivan
Bargaining Committee                          Bargaining Committee




/s/Karen Fisher                               /s/David Martin
Karen Fisher                                  David Martin
Bargaining Committee                          International Rep.






Countersigned at Pittsburgh, PA this _____________day of ________________, 1998.



/s/George Becker                          /s/Leo Gerard
George Becker                             Leo Gerard
President                                 Secretary-Treasurer


/s/Richard Davis                          /s/Leon Lynch
Richard Davis                             Leon Lynch
Vice President                            Vice President


                                       50
<PAGE>

/s/Harry E. Lester
Harry E. Lester
District 2 Director











LA CROSSE FOOTWEAR, INC.




/s/Patrick Gantert                           /s/David Flaschberger
Patrick Gantert                              David Flaschberger
President & C.E.O.                           V.P. Human Resources




/s/Edward F. Mettille                        /s/Ronald Dalton
Edward F. Mettille                           Ronald Dalton
Human Resources Manager                      V.P. Manufacturing


                                       51
<PAGE>


/s/Wayne Lorek                               /s/Darla Bingham
Wayne Lorek                                  Darla Bingham
Plant Manager                                Payroll/Retirement Administrator



                                       52
<PAGE>


                                    EXHIBIT 1

To:  Local 14L Bargaining Committee

       As agreed  during the 1980  contract  negotiations,  the  Company and the
Union  Bargaining  Committee will review and can mutually agree to increase base
rates for certain key or critical jobs.

       LA CROSSE FOOTWEAR, INC.


                                    EXHIBIT 2

To:  Local 14L Bargaining Committee

       In the event the Company  proposes to terminate its total  operations for
economic reasons,  not associated with the relationship  between the Company and
the Union,  acts of God,  or other  events or factors  beyond its  control,  the
company will, in good faith, attempt to give the Union a six (6) month notice of
such  termination  so as to allow the Union to suggest  alternative  remedies to
such termination;  provided,  that neither said notice nor such suggestions will
necessarily  require  the  Company  to  continue  its  operations,  extend  said
termination  date,  or accept  any  suggestion  nor in any  manner to effect its
responsibilities and right to manage or terminate its business.  This letter may
not be used in any manner  involving  any  dispute,  whether in  arbitration  or
otherwise arising under the Contract between the Company and the Union.

      LA CROSSE FOOTWEAR, INC.

                                    EXHIBIT 3

       To: Local 14L Bargaining Committee

       Red Circling - Fixed Hourly Wage Rates

       We would "red circle" those  employees who are currently  working on jobs
designated for "red  circling" as long as they continue to  demonstrate  similar
levels of performance  (within 10% over a four week average and anything outside
of an employee's


                                       53
<PAGE>

control  would not be held against  them).  A six month  average will be used to
establish the "red circle" rate (1/1/95 - 6/30/95).

       An employee who is eliminated, bumped or is transferred because of a work
related or non-work related  injury/illness  from his/her "red circled" job will
be paid the rate of the job they go on and if they return to their original "red
circled"  job  within a 12 month  period,  they once again will be paid the "red
circle" hourly wage.

       Returning after a 12 month period would result in their being paid at the
current hourly rate of the job.

       Employees  who  voluntarily  sign off their "red circled" job will not be
paid the "red circled"  hourly rate if they return to the original "red circled"
job. If an  employee is place back on a job they have signed off from,  refer to
paragraph 2.

       The  amount  that an  employee  would  be "red  circled"  at would be the
efficiency  the  machine  is  capable  of  producing  (if  operation  is machine
controlled) or the employee's six month average hourly  earnings,  which ever is
less  unless  other  circumstances,  issues  or  variables  exist.  If it can be
determined the efficiency of the job/operation is inflated, the company will use
the efficiency the machine or operation is capable of doing.

       An employee's  "red circled" rate shall be increased by the amount of any
general wage increase.

       The  conversion  from a piece rate to fixed rate system is intended to be
accomplished by 9/30/96.

       LA CROSSE FOOTWEAR, INC.



                                    EXHIBIT 4

       To: Local 14L Bargaining Committee


                                       54
<PAGE>

       Drug and Alcohol Testing

       LaCrosse  Footwear  recognizes  that the wide spread use of illegal drugs
and abuse of alcohol in today's society poses a very serious problem.  Since our
employees  are our most valuable  resource and the safety and  well-being of our
employees  and the  general  public  are of  paramount  concern  to us,  we have
developed a Substance Abuse Policy to help us contribute to the solution of this
very difficult health and social problem.

I.     Voluntary Rehabilitation

       The Company/Union  encourages employees who have a problem with substance
       abuse,  including alcoholism,  to come forward confidentially and work to
       resolve  the  problem  before  it  leads  to  disciplinary  action.  Such
       employees  will be evaluated by the Employee  Assistance  Program and are
       encouraged  to  comply  with  any  recommendations  of  the  program  and
       successfully  complete any  recommended  treatment  and continue  with an
       after-care program where recommended.

II.    Circumstances For Testing

       1.     Random  testing will start 1/1/96.  2.5% of all LaCrosse  Footwear
              employees will be tested annually divided over a 12 month period.

       2.     Accident/Injuries  on the job. When there is a work related injury
              that requires  outside  medical  attention,  the health and safety
              department will determine whether testing is appropriate.  In most
              cases, all involved in the accident/injury will be tested.

       3.     Probable  Cause. As a means to detect probable cause as accurately
              as possible,  training  will be provided for both  management  and
              stewards to help detect probable cause situations.

       4.     Referral Agreement. In a probable cause situation,  management and
              the appropriate steward are encouraged


                                       55
<PAGE>

              to agree upon referral to the Safety Manager.  If agreement cannot
              be reached,  two members of management must agree upon referral to
              the Safety Manager.  The Safety Manager or Company nurse may refer
              a probable cause case without any such agreement.


The Chief Union  Steward or Union  President  will be notified of all retests to
Bargaining Unit members.


III.   Confidentiality

       The Company respects the confidentiality and privacy rights of all of its
       employees.  Accordingly, the results of any tests administered under this
       policy  or  the   identities   of  any   employee   participating   in  a
       rehabilitation program will not be revealed to anyone without the express
       written consent of the employee,  except where otherwise privileged.  Any
       employee desiring to obtain and/or review the results of any drug/alcohol
       screen  required  by the company of that  employee  may do so by making a
       written  request  for the same within  sixty (60) days of the  employee's
       receipt of the  notification of the test results.  All such requests must
       be in writing and signed by the  employee  tested.  Any such  request may
       only be made by the employee tested.

IV.    Drug/Alcohol Testing
    
       1. Union/Management joint drawing for random testing.

              A.     Split Samples

                     1.     Urine test will be the testing method.

                     2.     Independent  testing  at  employee's  expense  for a
                            second opinion.

                     3.     If the second test is negative, the employee will be
                            given the benefit of the doubt and reimbursement for
                            the test.



              B.     Drug/Alcohol  Levels 

                     1.     Certified standards for minimum levels.

                            a.     Alcohol - .10


                                       56
<PAGE>

                            b.     Drugs - Federal Standards.

                     C.     Employees will be paid for lost time when testing.

                     D.     To offset the feelings of invasion of privacy, those
                            randomly  tested  will  receive  a  $50.00  bonus if
                            tested negative.

V.     Discipline
 
       1.     Refusal will be treated as an offense.

       2.     First Offense - Discharge or treatment (employee's choice).

       3.     Second  Offense - Discharge  (if within 3 years).  If not within 3
              years,  it  will  be  considered,  on a one  time  basis,  a first
              offense.

VI.    Rehabilitation
    
       1.     If after evaluation by the Company-approved program,  following an
              employee's  positive  test  result,  the  program   representative
              determines that treatment is required,  a medical leave of absence
              will be granted pending proof of the following: (1) admission into
              the  program;  (2)  regular  attendance  in the  program;  and (3)
              successful completion of the program.

              If after evaluation by the  Company-approved  program, the program
              representative  determines that treatment is required but need not
              be on an inpatient basis, and it is determined by the company that
              an  employee's  chemical  dependency  does not render the employee
              unqualified to perform his/her job, the employee may be allowed to
              return to work with no loss in  seniority.  The  employee  will be
              expected to meet existing  performance levels and established work
              rules and policies while participating in the program.

       2.     In any situation,  upon successful participation in and completion
              of recommended treatment, the employee will be required to undergo
              an additional  drug/alcohol  screen. If the confirmed test results
              are negative, the


                                       57
<PAGE>

              employee  will be returned to work,  if on leave of absence and if
              work is available,  or allowed to continue working if not on leave
              of absence.  Additionally,  employees  not on leave of absence and
              undergoing  treatment  will be required to submit to a  reasonable
              number of  drug/alcohol  screens without notice and without cause.
              [An employee having  participated in and  successfully  completing
              recommended  treatment,  will  be  required,  without  notice,  to
              undergo up to four (4) additional  drug/alcohol screens in a three
              (3) year period  following  successful  completion of  recommended
              treatment.]  If the  results  of the  screens  are  negative,  the
              employee  will not be  required to undergo  any  additional  test,
              except in instances  covered by this substance  abuse program.  If
              the results are positive, the employee will be discharged.


                                                         LaCrosse Footwear, Inc.

                                    Exhibit 5
             (Fixed Hourly Wage Rates - Pay Policy For Average Pay)

We will pay  employees  their  current  employee  fixed hourly wage rate for all
situations that were paid at their "average" under the incentive (piecework) pay
system.  The current  employee fixed hourly wage rate is the one assigned to the
employee at the time the special pay situation  occurred.  This  provision  will
supercede other provisions in this contract that concern "average" wage payments
as long as employees  are paid based on a fixed hourly wage rate system.  Should
we return to an incentive  (piecework) pay system,  we would return to "average"
wage payments on the operations affected.

Special wage payment issues included in the provision include:

Holiday Pay             Temporary Work         Safety Inspections

                                       58
<PAGE>

Funeral Pay              Quality Meetings             No Work
Union Business           Safety Meetings              Attendance Bonus
Factory Mtgs.            Shop Steward                 Samples
Drug Testing             Sent to Nurse                Reimbursed Union Hrs
Training                 Factory Mgr.'s Mtg.          Fire Ext. Training 




                                       59
<PAGE>




                              LETTERS OF AGREEMENT



o   Supervisory Personnel Returning to the Bargaining Unit

       Management  and the Union  agree  with  respect  to the  changes  made in
       Article VII, Section 16, "Current  non-bargaining unit personnel who were
       once  members  of the  bargaining  unit shall be allowed to return to the
       bargaining  unit provided they have not exhausted their rights which were
       contained in the 1991 collective bargaining agreement."

o   Continuous Improvement

       Because there is a mutual interest in the La Crosse facility  remaining a
       viable  facility  built upon a quality  heritage,  and because there is a
       mutual interest in utilizing  employee input to achieve  productivity and
       quality gains, the following initiatives are endorsed;

    Quality

    o   Support ISO registration

    o   Support of a Quality Standard

    o   Union involvement in ISO project

    o   Improved communication of quality levels

    Productivity

    o   Support education in productivity measurement

    o   Union /management participation in productivity improvement

    o   Joint  union/management  development  of system for  utilizing  employee
        ideas

    o   Improved communication of productivity levels


                                       60
<PAGE>

    Modular manufacturing

    o   Continued efforts toward modular manufacturing with fixed pay rates

    o   Continued  consolidation  of jobs and natural  job  rotation in order to
        meet safety, productivity, and quality objectives

    o   Continued movement toward a self-managed workforce

    The  continued  effort in the areas of  quality,  productivity,  and modular
    manufacturing will improve the long term viability of the facility,  enhance
    long  term  security  for  all  employees,  and  provide  opportunities  for
    employees to share in the benefits of cost reduction.

o   Safety

    The present test used for assessing  the skills needed to handle  electrical
    power of 150  volts or more  will be  evaluated  for  it's  adequacy  by all
    parties involved.


o     Fixed Hourly Rates

---------------------------------------------------------------------------
                       Fixed Hourly   Fixed Hourly Rate    Fixed Hourly
                        Rate as of          as of           Rate as of
    Point Range          9/14/98           9/13/99            9/11/00
---------------------------------------------------------------------------
     514 to 536           $11.00            $11.10            $11.20

---------------------------------------------------------------------------
     475 to 513           $10.75            $10.85            $10.95
---------------------------------------------------------------------------
     385 to 474           $10.50            $10.60            $10.70
---------------------------------------------------------------------------
     343 to 384           $10.25            $10.35            $10.45
---------------------------------------------------------------------------
     297 to 342           $10.00            $10.10            $10.20
---------------------------------------------------------------------------
     257 to 296           $9.75             $9.85              $9.95
---------------------------------------------------------------------------
     223 to 256           $9.50             $9.60              $9.70
---------------------------------------------------------------------------
     197 to 222           $9.25             $9.35              $9.45
---------------------------------------------------------------------------


                                       61
<PAGE>

        The above point range shall be used in the establishment of fixed hourly
        rates  using the job  evaluation  procedure  referred  to in Article VI,
        Section 2, Paragraph (a) of the agreement.

o   Shop Steward Pay and Company/Union Meetings

        The  Company  agrees to pay the Shop  Steward  one hour per day at their
        average pay. The Company agrees to pay the Bargaining  Committee for all
        lost time for Union  Business and the Union shall  reimburse the Company
        for  this  payment.  (This  will  enable  the  employees  who are  Union
        Representatives to maintain their 401K contribution rate.)

o   Safety Footwear Reimbursement Program

        Where safety  footwear is required by the Company  and/or the Occupation
        Safety   Health   Administration   (OSHA)   guidelines,   the  following
        reimbursement program shall be available to employees:

        - LaCrosse branded leather safety footwear ANSI/steel toe approved

            - Fifty (50) percent off of the standard cost.

            - Leather safety  footwear  eligible for  reimbursement  will not be
            unreasonably restricted by the Company

            - Purchased through Retail Outlet Store

            -  Non-LaCrosse  branded  leather  safety  footwear  ANSI/steel  toe
            approved

            - Reimbursement of twenty-five percent to a maximum of $20.00 off of
            retail cost. Documentation required.


                                       62
<PAGE>

            - Eligible  employees  are eligible  for one pair of leather  safety
            footwear ANSI/steel toe approved on an annual (calendar) basis.

o   Gainsharing

LaCrosse  Footwear,  Inc.  and the United  Steelworkers  Of  America,  Local 14L
recognize that the long term viability of the La Crosse  operations,  depends on
our ability to remain  competitive  and cost  effective in the  changing  global
market.

Gainsharing  is a system  that shares with  employees  the  benefits of improved
performance, productivity, quality and material usage.

DISRAT (Design,  Implementation,  Steering, Review, Appeals, Training) Team. The
team will be comprised of equal  members of management  and union.  The team has
the responsibility to oversee the gainsharing program.


Key Elements of Gainsharing:

o   Any gains achieved through this program will be shared on a 50/50 basis with
    the employees.

o   Gainsharing  performance  will be determined by an actual to standard  ratio
    using  predetermined  elements.  The  baseline  productivity  level  will be
    1.3250.

o   Actual  productivity  levels will be calculated every six (6) months using a
    twelve (12) month rolling average.


                                       63
<PAGE>

o   Payouts will be calculated by matching the actual  productivity level to the
    gainsharing  table,  and  multiplying  the hourly savings by the compensated
    hours each employee was paid during the preceding six (6) month period.

o   Payouts will be made within 60 days of the end of the six (6) month period.

o   The Company will continue to make standards changes as in the past, but such
    changes shall not adversely  impact gains achieved  through the  gainsharing
    program.

o   The Union  will have the right to bring in a third  party  auditor to review
    gainsharing calculations.

o   Red Circle - An employee whose job has been eliminated  through  Gainsharing
    and is  currently  red circled can carry their red circle rate to their next
    direct  labor  job.  Also  any  employee  who has a red  circle  rate and is
    displaced  by  another  employee  whose  job  was  eliminated   through  the
    Gainsharing  process  can carry  their red circle  rate to their next direct
    labor job.

o   Ideas should be submitted to your  immediate  supervisor in writing.  A copy
    will be given to the  DISRAT  team and the  employee.  The  DISRAT  team and
    supervision  will be  responsible  for  communicating  responses back to the
    employee.

o   Two Year Gainsharing Guarantee

Minimum  guaranteed per hour payouts.  These amounts are minimum payouts in lieu
of real  gainsharing  improvements  and are not to be  added  to real  gainshare
amounts.

Period

9/14/98 - End of June 1999 Accounting Period              .20
End of December 1999 - Six Month Accounting Period        .15


                                       64
<PAGE>

End of June 2000 - Six Month Accounting Period            .10
End of December 2000 - Six Month Accounting Period        .05


o   Sub-Committee on Health Care

        The parties agreed that a  sub-committee  would be formed on health care
        and consist of 3 Union representatives and 3 Management representatives.

        The  purpose  of the  committee  is to review  the  performance  and the
        projected  costs for the duration of the contract on a quarterly  basis.
        The sub-committee  shall act in an advisory capacity in the selection of
        third party administrators, health care insurance carriers and meet with
        the parties as needed.  The group would  attempt to identify  changes to
        the existing  health care plan that would result in reducing health care
        costs.  Any changes to the plan would need to result in more health care
        cost savings not merely the transfer of costs to another area.

                               INSURANCE AGREEMENT

This  agreement  made and entered into this 14th day of  September,  1998 by and
between Local No. 14L, United Steelworkers of America,  hereinafter  referred to
as the Union,  and  LaCrosse  Footwear,  Inc.,  hereinafter  referred  to as the
Company, witnesseth:

       It is agreed that the Company  will  provide  employees  who are actively
employed and covered by this agreement with Group Health Insurance  (Company may
be self  insured),  benefits in accordance  with those  contained in the summary
GROUP BENEFIT PLAN booklet.

       Employees may elect annually either of the following Provider Plans:


                                       65
<PAGE>



PLAN 1 -    (Traditional Health Care Plan)

       The plan allows the  employee  full choice of  physicians  and  providers
       (clinics, hospitals). The employee contribution is: 

                                                  PER WEEK

       Single                                      $19.08 
       Family                                      $48.15 

PLAN II - (Managed Health Care Plan)

       The plan  requires  that  primary  initial care be delivered by specified
       primary care specialists. The employee contribution is:

                                                  PER WEEK

       Single                                      $12.62 
       Family                                      $30.53  

Employees  are entitled to change their  selection one time during each calendar
year.

       It is further  agreed that the Company  will  provide  employees  who are
actively  employed and covered by this agreement  with a Prescription  Drug Plan
(Company may be self  insured)  effective as of the contract  date,  benefits as
contained in the summary GROUP BENEFIT PLAN booklet.

       Non-working  employees for whom the Company is paying  medical  insurance
(except  retirees)  will  have  their  insurance  paid  for the  first  60 days.
Thereafter, they will pay the current working employee's contribution.

       Eligibility  for  said  plan  will  be  based  on the  active  employee's
qualifications  for  either  a single  or a family  plan.  The  coordination  or
non-duplication  of  benefit  clause  will  become  a  part  of  this  insurance
agreement.

       If an employee's  status changed  during the term of the agreement,  then
upon their given written notice to the Company of


                                       66
<PAGE>

such  changed  status,  such  employee  will be  eligible  for  coverage  in the
appropriate category.

       Group Health  Insurance shall cover  employees  while actively  employed:
provided,  however,  that in cases where sick leave has been  granted  (doctor's
slip),  Group Health Insurance will be extended by 180 days from the last day of
the month that active employment occurred.

       Other benefits and coverages  provided under the program shall be, namely
for all employees actively employed.

                                        GROUP                   DEATH AND
                                        LIFE                  DISMEMBERMENT
                                      INSURANCE                 INSURANCE
                                   ----------------         -------------------
       Effective 10-1-98           $ 20,000.00              $ 20,000.00
       -----------------           ----------------         --------------------

       Accidental  Disability  Coverage  will be effective  the first day of the
period and the sickness  disability  will be  effective  either the first day of
hospitalization  or the eighth day of the period,  whichever occurs first in the
following amount per week:


Effective 10/1/98 - Increased from $150.00 to $175.00 per week
Effective 10/1/00 - Increased from $175.00 to $200.00 per week

       Coverage  is up to 26  weeks  for  those  on  Accidental  Disability  and
recognized  sick  leave as well as for those on  sickness  leave for  nervous or
mental disorders. One period per 12 months.

       Employees laid off, who have one or more years seniority, will have their
Hospital and Surgical  Insurance extended 30 days from the last day of the month
that active employment occurred; not to exceed one in each twelve month period.

       A.     An  employee  who is laid off may  continue  in the group plan for
              Hospitalization  for a period of 18 months  provided  they pay the
              group insurance rate each month in the Human Resources  Department
              and the first  payment is made before the first of the month after
              the month in which they are laid off.


                                       67
<PAGE>



       B.     An  employee  who is out on leave of absence  may  continue  their
              Hospitalization  Surgical and Group Life Insurance for a period of
              18 months provided they pay the group insurance rate each month in
              the  Human  Resources  Department  and the first  payment  is made
              before  the  first of the month  after  the  month in which  leave
              begins.

       C.     Persons who retire  under I.B. of the  current  Pension  Agreement
              will be carried under this Insurance Agreement at Company expense,
              for a period  of 180  days  past  the day on  which  they  retire.
              Employees  retiring  under the Pension Plan between the ages of 55
              to 65 may stay under the Group Health  Insurance Plan at their own
              expense, at the present rate in effect at that time.

       D.     In the event of total  disability  prior to age 60,  the waiver of
              premium  provision  of the current  Group Life Policy  contract or
              similar policy contract will apply. If disability  continues after
              an employee  retires  under the Pension  Plan,  then such employee
              will receive coverage under the $3,500.00 Special Retirement Death
              Benefit.  Employees,  who retired prior to October 1, 1998,  would
              have received the benefit at the rate,  which was in effect at the
              time of their  retirement.  Disability  will be  subject  to proof
              satisfactory to the Company and the insurer at periodic times.

       E.     The following  death  benefit  shall be payable to the  designated
              beneficiary of former  members of the bargaining  unit who retired
              under the Pension Plan:

              1.     If after  having  thirteen  years of service an  EMPLOYEE'S
                     service is terminated after September 30, 1998 - $3,500.00


              2.     EMPLOYEES  who  retired  prior to  October  1,  1998  would
                     receive  benefits  at the rate  which  was in effect at the
                     time of their retirement.

       F.     In  addition  to  other  rights  described  above,  employees  and
              dependents who lose group health benefits will have


                                       68
<PAGE>

              the right to continue  coverage  (at their own  expense) if and to
              the extent provided by State or Federal Law.

       The  Company  will  establish  a  medical  reimbursement  plan  and/or  a
dependent  care  reimbursement  plan as defined  by  Section  105 and 129 of the
Internal Revenue Code. After the reimbursement  plan is established,  individual
health  care  RA's and  dependent  care  RA's  will be set up for  participating
employees.

       This  agreement  shall  continue in force until 11:59 P.M.  September 15,
2001. This Agreement shall  thereafter  renew itself for yearly periods unless a
written  notice of desire to amend or terminate the Agreement is given by either
the Union or the  Company  to the other not less than  sixty  (60) days nor more
than  seventy-five  (75) days prior to the  expiration  date,  unless  otherwise
mutually agreed. If negotiations are not  satisfactorily  concluded prior to the
expiration date, nevertheless this Agreement may, by mutual consent, continue in
full  force and effect  subject to the right of either the Union or the  Company
after the expiration date, to terminate.

       It is agreed that the insurance  program,  date  effective  September 14,
1998, and expiring  September 15, 2001,  shall continue in force for a period of
60 days beyond expiration date.

       IN WITNESS  WHEREOF this Agreement has been signed the day and year above
written. This agreement is subject to the approval of the International Union in
accordance with U.S.W.A. Constitution.


                                       69
<PAGE>



LOCAL NO. 14L
UNITED STEELWORKERS OF AMERICA




/s/Harold Geary                               /s/Sue Ames
Harold Geary                                  Sue Ames
President                                     Secretary




/s/Rita Christianson                          /s/Donna Coady
Rita Christianson                             Donna Coady
Bargaining Committee                          Bargaining Committee



/s/Randy Sharp                                /s/Thomas Sullivan
Randy Sharp                                   Thomas Sullivan
Bargaining Committee                          Bargaining Committee




/s/Karen Fisher                               /s/David Martin
Karen Fisher                                  David Martin
Bargaining Committee                          International Rep.


                                       70
<PAGE>



Countersigned at Pittsburgh, PA this ___________day of __________________, 1998.



/s/George Becker                          /s/Leo Gerard
George Becker                             Leo Gerard
President                                 Secretary-Treasurer


/s/Richard Davis                          /s/Leon Lynch
Richard Davis                             Leon Lynch
Vice President                            Vice President



/s/Harry E. Lester
Harry E. Lester
District 2 Director




                                       71
<PAGE>



LA CROSSE FOOTWEAR, INC.




/s/Patrick Gantert                           /s/David F. Flaschberger
Patrick Gantert                              David  F. Flaschberger
President & C.E.O.                           V.P. Human Resources




/s/Edward F. Mettille                        /s/Ronald Dalton
Edward F. Mettille                           Ronald Dalton
Human Resources Manager                      V.P. Manufacturing


/s/Wayne Lorek                               /s/Darla Bingham
Wayne Lorek                                  Darla Bingham
Plant Manager                                Payroll/Benefits Administrator






                                       72
<PAGE>



BRIEF  DESCRIPTION  OF THE  LACROSSE  FOOTWEAR,  INC.  PENSION  PLAN  AND  UNION
EMPLOYEES' RETIREMENT SAVINGS PLAN (401K PLAN) AGREEMENT

It is agreed that the Company will provide  eligible  employees  covered by this
agreement with a benefit under both the LaCrosse Footwear, Inc. Pension Plan and
the LaCrosse Footwear, Inc. Union Employees' Retirement Savings Plan (401k Plan)
in accordance with the official Plan documents.

Section I.  Agreement Clarification

The Plans are  summarized  here to provide  generalized  information.  A summary
cannot deal with every possible  future set of  circumstances.  It is the formal
Plan documents that control all of the rights of Participants and Beneficiaries.
If the summary is  inconsistent  with the Plan  documents,  the  documents  will
control.

Section II.  LaCrosse Footwear, Inc. Pension Plan

       A.     Eligibility.

              An employee is eligible to  participate  in the Pension  Plan once
              employed by the Company and becoming a member of the Union.

       B.     Benefits.

              1.     Normal  Retirement  Benefit. 

                     Participants  retiring on or after  normal  retirement  age
                     (age 65) will receive a monthly benefit amount equal to his
                     or her years of credited service times the benefit rate.

              2.     Early  Retirement  Benefit.


                                       73
<PAGE>

                     Vested  participants who have reached age 55 may retire and
                     begin receiving a monthly benefit based on his or her years
                     of  credited  service  times the benefit  rate.  Retirement
                     benefits are reduced for those electing this option.

              3.     Disability Benefit.

                     A participant who becomes disabled (as defined by the terms
                     of the Plan document) while employed by the Company, who is
                     at least age 40 and fully  vested,  will be  entitled  to a
                     disability  benefit  based on his or her years of  credited
                     service  at the time  his or her  disability  was  incurred
                     times the benefit rate.

              4.     Death Benefit.

                     A spouse of a participant who is vested will be entitled to
                     survivor  benefits  under  the  Pension  Plan  unless  such
                     benefit  is  waived  by the  spouse.  The  spouse  will  be
                     entitled to 50% of the benefit based on his or her years of
                     credited  service  times the benefit rate reduced for Joint
                     and Survivor Coverage.

              5.     Benefits upon  Termination  of Employment for Reasons other
                     than Retirement,  Death or Disability. A vested participant
                     terminating  employment  prior  to  Retirement,   Death  or
                     Disability  will be eligible for a deferred  vested benefit
                     at  normal  retirement  age  based  on his or her  years of
                     credited  service  at  the  time  his  or  


                                       74
<PAGE>

                     her service is terminated times the benefit rate.



       C.     Pension Benefit Rates.

              1.     Effective  benefit rate for those  retiring or  terminating
                     employment after: September 30, 1998 $11.25

              2.     Employees who have retired or terminated  under the Pension
                     Plan prior to October 1, 1998,  shall  receive  benefits at
                     the  rate and in  accordance  with  the  provisions  of the
                     Pension  Plan  which  was  in  effect  at the  time  of the
                     person's retirement or termination.

       D.     Commencement of Benefit.

              Provided the Company is timely notified,  a participant's  benefit
              will  begin  the  first  day of  the  month  following  his or her
              termination date. In general, benefits will be paid monthly.

       E.     Funding.

              1.     The Pension Plan is funded by the Company.

              2.     The Company will  contribute  to the Pension Plan an amount
                     certified by a qualified actuary engaged by the Company, to
                     be not less than that  required to  maintain  the Plan as a
                     qualified retirement plan under the Internal Revenue Code.

       F.     Credited Service/Vesting.


                                       75
<PAGE>

              1.     Service.

                     After  December  31,  1975,  an employee  will  receive one
                     year's  credited  service if the Employee  works 1200 hours
                     (as defined by the Plan  document) or more in the year.  If
                     the Employee works less than 1200 hours,  the employee will
                     receive credit for 1/12th of the year for each 100 hours of
                     work up to a maximum of 1 year per calendar year.

              2.     Vesting.

                     After  December  31,  1975,  an employee  will  receive one
                     year's service  towards  vesting if the Employee works 1000
                     hours or more. If the Employee  works less than 1000 hours,
                     the Employee will receive credit towards  vesting of 1/12th
                     of a year for 100 hours  worked  up to a maximum  of 1 year
                     per calendar  year.  To be 100% vested a  participant  must
                     have 5 years of vested service.

              3.     Prior to January 1, 1976, credited service and vesting will
                     be credited according to provisions in effect at such time.


Section III.   LaCrosse Footwear, Inc. Union Employees' Retirement Savings Plan 
               (401k Plan)

       A.     Eligibility.


                                       76
<PAGE>

              An employee is eligible to  participate  in the Union 401k Plan on
              the  first  day  of  the  calendar  quarter  following  the  first
              anniversary  of his or her start date,  provided that the employee
              became  a  member  of the  Union in good  standing  and was  still
              employed as of such date.

       B.     Funding.

              The 401k Plan enables  eligible  participants to save a portion of
              his or her current  wages,  on a tax deferred  basis,  in order to
              supplement his or her retirement income.

              1.     A  participant  is eligible to defer  between 1% and 15% of
                     his or her eligible compensation through salary reduction.
           
              2.     Effective  January 1, 1999,  the Company will  increase the
                     matching  contribution  from 40% of the  first 1% to 50% of
                     the first 2% contributed by the participant.

       C.     Vesting.

              A  participant  will always be 100% vested in the amount  deferred
              through salary  reduction.  However,  not until a participant  has
              attained 5 years of vested service (refer to vesting under Section
              I. F. 2 of this  Agreement)  will a participant  be 100% vested in
              the employer match contribution.

       D.     Benefits.

              A  participant   will  be  eligible  to  receive  a  benefit  upon
              retirement, death, 100% disability, or termination of employment.


                                       77
<PAGE>

       E.     Investment Election Changes.

              401k Plan participants have the ability to change their investment
              elections effective the first of any calendar quarter.

       F.     Administration Fees.

              Effective January 1, 1997, all administrative fees will be paid by
              the 401k Plan.


Section IV.   Administration 

The Plans are sponsored and administered by the Company, LaCrosse Footwear, Inc.

Section V.    Plan Amendment or Termination

It is  understood  and agreed that the Plans shall not be amended or  terminated
for the duration of this  Agreement  with the exception of Section VI.  Although
these Plans have been  established  with the expectation  that the Plans will be
permanent,  circumstances may arise not now foreseen,  and make it impossible or
inadvisable to continue the Plans, and the Company therefore  reserves the right
to amend or terminate the Plans at any time after the  expiration of the term of
this Agreement.

Section VI.   Agreement Approval

It is  understood  that this  Agreement  is subject to  approval of the Board of
Directors of the Company.  The Company shall have the right to make such changes
in the Plans as may be required  during the term hereof to continue the Plans as
qualified 


                                       78
<PAGE>

retirement  plans.  The Company shall provide the Union thirty (30) days advance
copy of any Plan amendments.

No amendments  can be made to the Plans which will result in changes in benefits
or funding status without the agreement of the Union.

Section VII.    Effective Date

This Agreement as amended shall become  effective  September 14, 1998, and shall
constitute  a settlement  for the duration of this  Agreement of all issues with
respect to the subject matters covered hereby; while this Agreement continues in
effect,  the Company  shall have no  obligation to negotiate or bargain with the
Union with respect to any such matter covered hereby. This Agreement  supersedes
all former Agreements and all such former Agreements are hereby terminated.




                                       79
<PAGE>

LOCAL NO. 14L
UNITED STEELWORKERS OF AMERICA





/s/Harold Geary                               /s/Sue Ames
Harold Geary                                  Sue Ames
President                                     Secretary




/s/Rita Christianson                          /s/Donna Coady
Rita Christianson                             Donna Coady
Bargaining Committee                          Bargaining Committee




/s/Randy Sharp                                /s/Thomas Sullivan
Randy Sharp                                   Thomas Sullivan
Bargaining Committee                          Bargaining Committee




/s/Karen Fisher                               /s/David Martin
Karen Fisher                                  David Martin
Bargaining Committee                          International Rep.



                                       80
<PAGE>





Countersigned at Pittsburgh, PA this ___________day of __________________, 1998.



/s/George Becker                          /s/Leo Gerard
George Becker                             Leo Gerard
President                                 Secretary-Treasurer


/s/Richard Davis                          /s/Leon Lynch
Richard Davis                             Leon Lynch
Vice President                            Vice President



/s/Harry E. Lester
Harry E. Lester
District 2 Director




                                       81
<PAGE>



LA CROSSE FOOTWEAR, INC.




/s/Patrick Gantert                           /s/David LFlaschberger
Patrick Gantert                              David Flaschberger
President & C.E.O.                           V.P. Human Resources




/s/Edward F. Mettille                        /s/Ronald Dalton
Edward F. Mettille                           Ronald Dalton
Human Resources Manager                      V.P. Manufacturing



/s/Wayne Lorek                               /s/Darla Bingham
Wayne Lorek                                  Darla Bingham
Plant Manager                                Payroll/Retirement Administrator






                                       82
<PAGE>


                                     BY-LAWS

                                       OF

                                    LOCAL 14L

                               United Steelworkers
                                   Of America
                            A.F.L. - C.I.O. - C.L.C.
                              La Crosse, Wisconsin



                                      1995
                                    FOREWORD

       Local No. 14L,  United Steel Workers of America  pledges  itself to labor
united  to  cultivate  industrial  solidarity  and good  fellowship  among  it's
members, and all other members of organized Labor, to bring a higher standard of
living for the working masses.



                                    ARTICLE I

       The intent of  principles  is to bring  about a better  understanding  of
organization work and duties of Union Members. These principles shall not in any
way conflict with the laws in the International Constitution of the United Steel
Workers of America.


                                   ARTICLE II

The objectives of Local Union No. 14L are:

       (a) To organize all  production  workers  employed by LaCrosse  Footwear,
Inc.



                                       83
<PAGE>
      
       (b) To cooperate with other Labor organizations in securing the rights of
Labor.

       (c) To work  for  the  establishment  of  Legislation  beneficial  to the
protection of all labor.

       (d)  To  insure  all  members  have  the   opportunity  to  vote  in  the
ratification of the contract.


                                   ARTICLE III

       Section 1. Officers

       (a) The  officers  of Local  14L  shall  be  President,  Vice  President,
Secretary,  Treasurer,  three Trustees and an Executive  Board of eleven members
including the first four Executive Officers first named above.

       (b) The Executive Board shall hold regular meetings on the third Saturday
of each month.

       (c) A majority of its Members shall constitute a quorum.


       (d) The  Executive  Board  shall not spend  more than  $60.00 for any one
purpose without approval of the Membership.

       Section 2. Nominations and elections.

       (a)  Nominations and election of Union Officers shall be conducted at the
regular union meeting in the month of October.

       (b) Nominations and elections of Officers shall be conducted according to
International Constitution.

       (c)  Vacancies  in  office  shall  be  filled  in  accordance   with  the
Constitution.

       (d) No member shall hold office until he or she has been a member in good
standing for at least one year.

       (e) No member  shall hold office  unless he or she has  attended at least
three  regular  meetings in the twelve months  previous to the election  period.
This includes all Elective Officers,  Department Stewards,  Bargaining Committee
Members, AFL-CIO-CLC Council Members.

       (f) All Elective  Officers,  Department  Stewards,  Bargaining  Committee
Members, and AFL-CIO-CLC Council Members must be


                                       84
<PAGE>

present  at  Regular  Meetings  when  roll call is  taken,  or  he/she  shall be
considered absent, unless an excuse has been given.

       (g) Any  elected  Officer  who misses two  consecutive  regular  meetings
without a valid  excuse  shall be  subject  to  removal.  All  excuses  shall be
reviewed by the Executive  Board. The Board shall recommend what action is to be
taken. All excuses shall be in writing.

       (h)  Representatives  who accept a job in a  supervisory  capacity  shall
forfeit his office upon acceptance of this kind of a job from the company.

       Section 3. Duties of Officers

       (a) The  duties  of all  elective  Officers  shall be as set forth in the
International Constitution.

       Section 4. Salaries

       (a) The monthly salary of the Local Union Officers and Committeemen shall
be as follows:

              (1) President $105.00 per month.

              (2) Vice President $60.00 per month.

              (3) Secretary $105.00 per month.

              (4) Treasurer $160.00 per month.

              (5) Trustees  $25.00 per month plus $5.00 per meeting for auditing
       Treasurer's books each quarter. 

              (6) Guide and  Sentinel  $25.00 per month,  plus $5.00 per meeting
       for work performed at the regular and special membership meetings.

              (7) Shop Steward $75.00 per month, plus pay for working time lost.

              (8) Department Stewards $35.00 per month.

              (9) Executive Board Members $25.00 per month.

              (10) Bargaining Board Members $25.00 per month.

              (11) AFL-CIO-CLC Council Members $25.00 per month.

              (12) Safety Committee $25.00 per month.

              (13) Rapid Response Coordinator $25.00 per month


                                       85
<PAGE>

       (b) An  additional  $5.00 per  meeting  will be allowed  for  regular and
special meetings for Officers and Committeemen  above, not to exceed two special
meetings per month.

       (c) All Committee and Delegate  meetings held,  shall be paid at the rate
of $5.00 per meeting, not to exceed two meetings per month.

       (d) All Executive  Officers and Stewards who serve on other committees or
in other capacities are to receive a salary for each office,  but only $5.00 per
pay meeting is allowed for attendance at meetings.

       (e) No Officer or  Committeemen  is to  receive  $5.00 pay for  attending
regular or special  membership  meetings;  Guide and Sentinel excepted as stated
above.

       (f) Any member  appointed to take the place of an Officer or Committeemen
shall be paid the salary of the office he or she fills for the actual time spent
on the job.

       (g)  All  lost  time  shall  be  paid  by the  Local  14L  when  properly
authorized.

                                   ARTICLE IV

       Section 1. Stewards and Bargaining Committees.

       (a) All Officers and Committees will be elected every three (3) years.

       (b) A Shop  Steward  shall be selected by the  membership  at the regular
election of officers to serve for three (3) years.

       (c) The Shop Steward  shall use his/her best effort to settle  grievances
and perform other duties assigned to him or her by the Local Union.

       (d)  The  Shop  Steward  shall  be  chairman  at all  Department  Steward
meetings, and shall make a report to the Membership at regular meetings.

       (e) The Bargaining Committee minutes shall be taken by the Secretary.

       (f) A record  shall be kept on how  individual  members of the  Executive
Board and  Bargaining  Committee vote on all issues except where a secret ballot
is involved.


                                       86
<PAGE>

       Section 2. Stewards

       (a) Each Department shall elect a Department Steward. Department Stewards
are to  serve  for a term of three  years.  Elections  are to take  place in the
Departments in the same month in which we hold our regular election of Officers.

       (b) The Steward shall  represent his or her department in all grievances,
and assist in other Union activities.

       (c)  Each  Department  Steward  shall  make a daily  report  to the  Shop
Steward.

       (d) The Shop  Steward  shall call  meetings  of  Department  Stewards  to
discuss matters pertaining to their respective Departments.

       (e) Department  Stewards shall meet with the Bargaining  Committee before
they enter into Contract negotiations with the Company.

       Section 3. Bargaining Committee.

       (a) Five members shall constitute the Bargaining Committee, including the
Shop Steward.

       (b)  They  shall  do  the  bargaining  and  settle  grievances  with  the
Management,  pertaining  to Local  14L,  in  accordance  with the  wishes of the
Membership and Executive Board.

       (c) Members to serve on the Bargaining  Committee shall be elected at the
regular election of Officers. They shall serve for a 3 year term.

                                    ARTICLE V

       Section 1. Grievance Procedure

       (a) Grievance procedure shall be carried out in accordance with procedure
outlined in the agreement between the Management and Local No. 14L.


                                       87
<PAGE>


       (b) All lost time shall be paid by the Local when properly authorized.


                                   ARTICLE VI

       Section 1. Committees.

       (a) The President shall appoint all committees not otherwise provided for
by the virtue of their office.

       (b) The Auditing Committee shall consist of three Trustees.

       (c) The Trustees  shall audit the books of Local 14L every three  months,
and present to the  Membership  a written  report of their  findings at the next
regular meeting following the audit.

       (d) They shall be  responsible  for all property  belonging to Local 14L,
and keep a complete record of same. Any known irregularities must be reported to
the Executive Board.

       Section 2. By-Laws Committee.

       (a) Five members will constitute the by-laws committee.

       (b)  Changes  or  additions  proposed  by Local  Union  Members  shall be
referred to the By-Laws Committee for their consideration.

       (c) Upon membership approval of a by-laws change, they shall be submitted
to the International for their approval.


                                   ARTICLE VII

       Section 1. Finances.

       (a) The elected Treasurer shall handle all monies belonging to Local 14L,
in accordance with the International Constitution.

                                  ARTICLE VIII

       Section 1. Membership Dues.

       (a)  Membership  dues shall be set forth by the Local Union in accordance
with the International Constitution.


                                       88
<PAGE>

       Section 2. Membership Standing.

       (a) No member shall be  considered to be in good standing when his or her
dues are more than 3 months in arrears.

       (b) A Member not in good  standing  shall be considered  delinquent,  and
subject to suspension.

       (c) A  suspended  Member  shall be  required  to pay a  rejoining  fee in
accordance with the International Constitution.

                                   ARTICLE IX

       Section 1. Regular Meetings.

       (a) Local 14L shall  convene for the purpose of  transacting  business on
the 3rd Saturday of each month.

       (b) The meeting date may be changed by action of the  Membership  and the
Executive Board.

       Section 2. Special Meetings

       (a)  Should any  business  or action  require  special  attention  of the
Membership,  a Special  Meeting may be called by the  President or the Executive
Board, or by the majority of the Members present at any Regular Meeting.

       (b) Notice of Special  meetings must be given to the  Membership at least
24 hours before such Meeting convenes.  Notice must state clearly the purpose of
said Meeting. No other business shall be transacted at said Meeting.

       Section 3. Quorum

       (a) Nineteen  Members shall constitute a quorum at any Regular or Special
Meeting.  All business transacted shall be considered legal and binding upon the
Membership.

       (b) Meetings maybe  adjourned to a later date should the Members  present
deem it advisable due to lack of Members present.

       (c) It is the duty of the President to maintain order at all meetings. No
Member shall be permitted to leave a Meeting before  receiving  permission  from
the President. Members leaving shall be stopped by the Sentinel.


                                       89
<PAGE>

       (d)  Members  attending  Regular  Meetings  shall be required to sign the
register book provided at the door of the Meeting Place.

       (e)  Members  signing  the  register  book and then  leaving  the Meeting
without securing permission from the President, shall not be considered as being
present at the meeting.

                                    ARTICLE X

       Section 1. Local Deligates.

       (a) Five members shall be elected by the Membership to serve as Delegates
to the La Crosse AFL-CIO-CLC Council.  They shall also serve as the Local's COPE
Delegates.

                                   ARTICLE XI

       Section 1. Convention Delegates Pay.

       (a) Members of Local 14L,  chosen as Delegates to attend the  Conventions
of the International Union and conferences,  etc., shall receive $40.00 per day,
plus pay for itemized and receipted hotel or motel bills, plus transportation by
rail or air, to the Convention or Conference city and return.  It is permissible
to by car as long as no more  expenses  or lost time are  claimed  than would be
involved by going by train.

       (b) Delegates attending a Convention or Conference within the City, shall
be compensated for time lost, and expenses  incurred.  These expenses are not to
exceed $15.00 per day.

                                   ARTICLE XII

      Section 1.  By-Laws Amendments

       (a) These  By-Laws may be amended by a  two-thirds  majority  vote of the
Members present at the Meeting.

       (b) Amendments must be read at two consecutive Meetings.

       (c)  Amendments  shall be  voted  on by  Members  present  at the  second
Meeting.


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President:                          Harold Geary
Vice-President:                     Randy Sharp
Bargaining Board Committee:         Tom Sullivan
                                    Sue Ames
                                    Karen Fisher
                                    Rita Christianson
                                    Paula Craig