FINANCING AND SECURITY AGREEMENT

                                by and between

                               NATIONSBANK, N.A.

                                      and

                          BERRY PLASTICS CORPORATION










                               January 21, 1997
<PAGE>


                                ARTICLE 1


     SECTION 1.1 CERTAIN DEFINED TERMS   1
     SECTION 1.2    ACCOUNTING TERMS AND OTHER DEFINITIONAL PROVISIONS  47

                                  ARTICLE 2

                      THE CREDIT FACILITIES

     SECTION 2.1 THE REVOLVING CREDIT FACILITY  48
          2.1.1 REVOLVING CREDIT FACILITY  48
          2.1.2     PROCEDURE FOR MAKING ADVANCES UNDER THE REVOLVING LOAN
                    49
          2.1.3 BORROWING BASE  50
          2.1.4 BORROWING BASE REPORT  51
          2.1.5 REVOLVING CREDIT NOTES  53
          2.1.6 MANDATORY PREPAYMENTS OF REVOLVING LOAN  53
          2.1.7 OPTIONAL PREPAYMENTS OF REVOLVING LOAN  53
          2.1.8 THE COLLATERAL ACCOUNT  53
          2.1.9 REVOLVING LOAN ACCOUNT  55
          2.1.10 REVOLVING CREDIT UNUSED LINE FEE  56
          2.1.11 EARLY TERMINATION FEE  56
          2.1.12    REQUIRED AVAILABILITY UNDER THE REVOLVING CREDIT
                    FACILITY............................................ 59
          2.1.13    OPTIONAL REDUCTION OF REVOLVING CREDIT COMMITTED AMOUNT
                    60
     SECTION 2.2 THE TERM LOAN FACILITY  60
          2.2.1 TERM LOAN COMMITMENTS  60
          2.2.2     AMORTIZATION OF TERM LOANS; THE TERM NOTES  61
          2.2.3 MANDATORY PREPAYMENTS OF TERM LOAN  62
          2.2.4 OPTIONAL PREPAYMENTS OF TERM LOANS  63

     SECTION  2.3   THE LETTER OF CREDIT FACILITY....................... 64
          2.3.1 LETTERS OF CREDIT  64
          2.3.2 LETTER OF CREDIT FEES  64
          2.3.3     TERMS OF LETTERS OF CREDIT; POST-EXPIRATION DATE
                    LETTERS OF CREDIT................................... 65
          2.3.4 PROCEDURES FOR LETTERS OF CREDIT  66
          2.3.5 PAYMENTS OF LETTERS OF CREDIT  67
          2.4.1 BOND LETTERS OF CREDIT  68
          2.4.2 BOND LETTER OF CREDIT FEES  69
          2.4.3     TERMS OF BOND LETTERS OF CREDIT  69
          2.4.4 PROCEDURES FOR BOND LETTERS OF CREDIT  70
          2.4.5 PAYMENTS OF BOND LETTERS OF CREDIT  71
          2.5.1     PROCEDURES FOR LETTERS OF CREDIT AND BOND LETTERS OF
                    CREDIT.............................................. 73
          2.5.2 GENERAL LETTER OF CREDIT PROVISIONS  73
          2.5.3     PARTICIPATIONS IN THE LETTERS OF CREDIT AND THE BOND
                    LETTERS OF CREDIT................................... 75
          2.5.4 PAYMENTS BY THE LENDERS TO THE AGENT  75

     SECTION 2.6 INTEREST............................................... 77
          2.6.2 SELECTION OF INTEREST RATES  78
          2.6.3 INABILITY TO DETERMINE LIBOR BASE RATE  80
          2.6.4 INDEMNITY  80
          2.6.5 PAYMENT OF INTEREST  81

     SECTION 2.7 GENERAL FINANCING PROVISIONS
          2.7.1 BORROWER'S REPRESENTATIVES  82
          2.7.2 USE OF PROCEEDS OF THE LOANS  83
          2.7.3 FIELD EXAMINATION FEES  83
          2.7.4 COMPUTATION OF INTEREST AND FEES  83
          2.7.5 PAYMENTS  83
          2.7.6 LIENS; SETOFF  84
          2.7.7 REQUIREMENTS OF LAW  84
          2.7.8 FUNDS TRANSFER SERVICES  85
     SECTION 2.8 SETTLEMENT AMONG LENDERS  86
          2.8.1 TERM LOANS  86
          2.8.2 REVOLVING LOAN  86
          2.8.3     SETTLEMENT PROCEDURES AS TO REVOLVING LOAN  86
          2.8.4 SETTLEMENT OF OTHER OBLIGATIONS  90
          2.8.5 PRESUMPTION OF PAYMENT  90

                                  ARTICLE 3

                               THE COLLATERAL

     SECTION 3.1 DEBT AND OBLIGATIONS SECURED  92
     SECTION 3.2 GRANT OF LIENS  92
     SECTION 3.3 COLLATERAL DISCLOSURE LIST  93
     SECTION 3.4 PERSONAL PROPERTY  94
          3.4.1     SECURITIES, CHATTEL PAPER, PROMISSORY NOTES, ETC.  94
          3.4.2     PATENTS, COPYRIGHTS AND OTHER PROPERTY REQUIRING
                    ADDITIONAL STEPS TO PERFECT......................... 95
     SECTION 3.5 RECORD SEARCHES  95
     SECTION 3.6 REAL PROPERTY  96
     SECTION 3.7 SUBSIDIARY GUARANTOR ASSETS  97
     SECTION 3.8 COSTS  98
     SECTION 3.9 RELEASE  98
     SECTION 3.10 INCONSISTENT PROVISIONS  99



                                  ARTICLE 4

                       REPRESENTATIONS AND WARRANTIES

     SECTION 4.1    REPRESENTATIONS AND WARRANTIES
          4.1.1 SUBSIDIARIES  99
          4.1.2 GOOD STANDING  99
          4.1.3 POWER AND AUTHORITY  99
          4.1.4 BINDING AGREEMENTS 100
          4.1.5 NO CONFLICTS 100
          4.1.6 NO DEFAULTS, VIOLATIONS 100
          4.1.7 COMPLIANCE WITH LAWS 101
          4.1.8 MARGIN STOCK 101
          4.1.9     INVESTMENT COMPANY ACT; MARGIN SECURITIES 101
          4.1.10 LITIGATION 102
          4.1.11 FINANCIAL CONDITION 102
          4.1.12 PROFORMA FINANCIAL STATEMENTS 102
          4.1.13 FULL DISCLOSURE 103
          4.1.14 INDEBTEDNESS FOR BORROWED MONEY 103
          4.1.15 SUBORDINATED DEBT; SENIOR SECURED DEBT 103
          4.1.16 TAXES 104
          4.1.17 ERISA 104
          4.1.18 TITLE TO PROPERTIES 104
          4.1.19 PATENTS, TRADEMARKS, ETC.   105
          4.1.20 EMPLOYEE RELATIONS 105
          4.1.21    PRESENCE OF HAZARDOUS MATERIALS OR HAZARDOUS MATERIALS
                    CONTAMINATION.......................................105
          4.1.22 PERFECTION AND PRIORITY OF COLLATERAL 106
          4.1.23    PLACES OF BUSINESS AND LOCATION OF COLLATERAL 106
          4.1.24 BUSINESS NAMES AND ADDRESSES 107
          4.1.25 EQUIPMENT 107
          4.1.26 INVENTORY 107
          4.1.27 ACCOUNTS 107
          4.1.28 PACKERWARE MERGER TRANSACTION 107
          4.1.29 CONTAINER PURCHASE AGREEMENT TRANSACTION 107
          4.1.30 BTP/BORROWER TRANSACTION 108
          4.1.31 LOAN RESTRUCTURING TRANSACTION 108
          4.1.32 BIC/BORROWER TRANSACTION 108
     SECTION 4.2    SURVIVAL; UPDATES OF REPRESENTATIONS AND WARRANTIES 109

                                  ARTICLE 5

                            CONDITIONS PRECEDENT

     SECTION 5.1    CONDITIONS TO THE INITIAL ADVANCE AND INITIAL LETTER OF
                    CREDIT
          5.1.1 ORGANIZATIONAL DOCUMENTS - BORROWER.   109
          5.1.2 OPINION OF BORROWER'S COUNSEL 110
          5.1.3     ORGANIZATIONAL DOCUMENTS - SUBSIDIARY GUARANTOR 111
          5.1.4 CONSENTS, LICENSES, APPROVALS, ETC. 111
          5.1.5 NOTES 112
          5.1.6 FINANCING DOCUMENTS AND COLLATERAL 112
          5.1.7 OTHER FINANCING DOCUMENTS 112
          5.1.8 OTHER DOCUMENTS, ETC.   112
          5.1.9 PAYMENT OF FEES 112
          5.1.10 COLLATERAL DISCLOSURE LIST 112
          5.1.11 RECORDINGS AND FILINGS 112
          5.1.12 INSURANCE CERTIFICATE 113
          5.1.13 LANDLORD'S WAIVERS 113
          5.1.14 BAILEE ACKNOWLEDGEMENTS 113
          5.1.15 FIELD EXAMINATION 113
          5.1.16 APPRAISAL 113
          5.1.17 PROFORMA BALANCE SHEET AND PROJECTIONS 113
          5.1.18 STOCK CERTIFICATES AND STOCK POWERS 113
          5.1.19 PACKERWARE MERGER AGREEMENT TRANSACTION 114
          5.1.20 ENVIRONMENTAL REPORTS 114
          5.1.21 FINANCIAL STATEMENTS 114
     SECTION 5.2. CONDITIONS TO ALL EXTENSIONS OF CREDIT 114
          5.2.1 DEFAULT 115
          5.2.2 REPRESENTATIONS AND WARRANTIES 115
          5.2.3 ADVERSE CHANGE 115
          5.2.4 LEGAL MATTERS 115
     SECTION 6.1 AFFIRMATIVE COVENANTS 115
          6.1.1 FINANCIAL STATEMENTS 115
          6.1.2 REPORTS TO SEC AND TO STOCKHOLDERS 118
          6.1.3     RECORDKEEPING, RIGHTS OF INSPECTION, FIELD EXAMINATION,
                    ETC.................................................118
          6.1.4 CORPORATE EXISTENCE 119
          6.1.5 COMPLIANCE WITH LAWS 120
          6.1.6 PRESERVATION OF PROPERTIES 120
          6.1.7 LINE OF BUSINESS 120
          6.1.8 INSURANCE 120
          6.1.9 TAXES 121
          6.1.10 ERISA 121
          6.1.11    NOTIFICATION OF EVENTS OF DEFAULT AND ADVERSE
                    DEVELOPMENTS........................................122
          6.1.12 HAZARDOUS MATERIALS; CONTAMINATION 123
          6.1.13 FINANCIAL COVENANTS 124
               (a) TANGIBLE CAPITAL FUNDS 124
               (b) FUNDED DEBT TO EBITDA  125
               (c) INTEREST COVERAGE RATIO 125
               (d) FIXED CHARGE COVERAGE RATIO 126
          6.1.14 COLLECTION OF ACCOUNTS 126
          6.1.15 GOVERNMENT ACCOUNTS 127
          6.1.16 INVENTORY 127
          6.1.17    INSURANCE WITH RESPECT TO EQUIPMENT AND INVENTORY 128
          6.1.18 MAINTENANCE OF THE COLLATERAL 128
          6.1.19    DEFENSE OF TITLE AND FURTHER ASSURANCES 129
          6.1.20 BUSINESS NAMES; LOCATIONS 130
          6.1.21    SUBSEQUENT OPINION OF COUNSEL AS TO RECORDING
                    REQUIREMENTS........................................130
          6.1.22 USE OF PREMISES AND EQUIPMENT 130
          6.1.23 PROTECTION OF COLLATERAL 131
          6.1.24 APPLICATION OF NET CASUALTY PROCEEDS 131
          6.1.25 BTP/BORROWER TRANSACTION 131
          6.1.26 BIC/BORROWER TRANSACTION 134
     SECTION 6.2 NEGATIVE COVENANTS 137
          6.2.1     CAPITAL STRUCTURE, MERGER, ACQUISITION OR SALE OF
                    ASSETS..............................................138
          6.2.2 SUBSIDIARIES 139
          6.2.3     PURCHASE OR REDEMPTION OF SECURITIES, DIVIDEND
                    RESTRICTIONS........................................139
          6.2.4 INDEBTEDNESS 140
          6.2.5     INVESTMENTS, LOANS AND OTHER TRANSACTIONS 142
          6.2.6 CAPITAL EXPENDITURES 144
          6.2.7 STOCK OF SUBSIDIARIES 144
          6.2.8 SUBORDINATED INDEBTEDNESS 144
          6.2.9 LIENS 145
          6.2.10 TRANSACTIONS WITH AFFILIATES 146
          6.2.11 ERISA COMPLIANCE 146
          6.2.12 PROHIBITION ON HAZARDOUS MATERIALS 146
          6.2.13 AMENDMENTS 146
          6.2.14 METHOD OF ACCOUNTING; FISCAL YEAR 147
          6.2.15 TRANSFER OF COLLATERAL 147
          6.2.16 SALE AND LEASEBACK 147

                                  ARTICLE 7

                       DEFAULT AND RIGHTS AND REMEDIES

     SECTION 7.1 EVENTS OF DEFAULT 148
          7.1.1 FAILURE TO PAY 148
          7.1.2     BREACH OF REPRESENTATIONS AND WARRANTIES 148
          7.1.3 FAILURE TO COMPLY WITH CERTAIN COVENANTS 148
          7.1.4 FAILURE TO COMPLY WITH OTHER COVENANTS 148
          7.1.5     DEFAULT UNDER OTHER FINANCING DOCUMENTS OR OBLIGATIONS
                    149
          7.1.6 RECEIVER; BANKRUPTCY 149
          7.1.7 INVOLUNTARY BANKRUPTCY, ETC.   149
          7.1.8 JUDGMENT 150
          7.1.9 EXECUTION; ATTACHMENT 150
          7.1.10 DEFAULT UNDER OTHER BORROWINGS 150
          7.1.12 MATERIAL ADVERSE CHANGE 151
          7.1.13 CHANGE IN OWNERSHIP 151
          7.1.15 PARENT LINE OF BUSINESS 151
     SECTION 7.2 REMEDIES 152
          7.2.1 ACCELERATION 152
          7.2.2 FURTHER ADVANCES 152
          7.2.3 UNIFORM COMMERCIAL CODE 152
          7.2.4     SPECIFIC RIGHTS WITH REGARD TO COLLATERAL 153
          7.2.5 APPLICATION OF PROCEEDS 155
          7.2.6 PERFORMANCE BY AGENT 155
          7.2.7 OTHER REMEDIES 156


                                  ARTICLE 8

                                  THE AGENT


     SECTION 8.1 156
     SECTION 8.2 NATURE OF DUTIES 157
          8.2.1 IN GENERAL 157
          8.2.2 EXPRESS AUTHORIZATION 157
     SECTION 8.3 RIGHTS, EXCULPATION, ETC 158
     SECTION 8.4 RELIANCE 159
     SECTION 8.5 INDEMNIFICATION 160
     SECTION 8.6 NATIONSBANK INDIVIDUALLY 160
     SECTION 8.7 SUCCESSOR AGENT 161
          8.7.1 RESIGNATION 161
          8.7.2 APPOINTMENT OF SUCCESSOR 161
          8.7.3 SUCCESSOR AGENT 161
     SECTION 8.8 COLLATERAL MATTERS 161
          8.8.1 RELEASE OF COLLATERAL 161
          8.8.2     CONFIRMATION OF AUTHORITY, EXECUTION OF RELEASES 162
          8.8.3 ABSENCE OF DUTY 163
     SECTION 8.9 AGENCY FOR PERFECTION 163
     SECTION 8.10 EXERCISE OF REMEDIES 163
     SECTION 8.11 CONSENTS 164
     SECTION 8.12   CIRCUMSTANCES WHERE CONSENT OF ALL OF THE LENDERS IS
                    REQUIRED............................................164
     SECTION 8.13 DISSEMINATION OF INFORMATION 165
     SECTION 8.14 DISCRETIONARY ADVANCES 165

                                  ARTICLE 9

                                MISCELLANEOUS

     SECTION 9.1 NOTICES 166
     SECTION 9.2 AMENDMENTS; WAIVERS 167
     SECTION 9.3 CUMULATIVE REMEDIES 168
     SECTION 9.4 SEVERABILITY 169
     SECTION 9.5 ASSIGNMENTS BY LENDERS 169
     SECTION 9.6 PARTICIPATIONS BY LENDERS 170
     SECTION 9.7 DISCLOSURE OF INFORMATION BY LENDERS 170
     SECTION 9.8 SUCCESSORS AND ASSIGNS 171
     SECTION 9.9 CONTINUING AGREEMENTS 171
     SECTION 9.10 ENFORCEMENT COSTS 172
     SECTION 9.11 APPLICABLE LAW; JURISDICTION 172
     SECTION 9.12 DUPLICATE ORIGINALS AND COUNTERPARTS 173
     SECTION 9.13 HEADINGS 174
     SECTION 9.14 NO AGENCY 174
     SECTION 9.15 WAIVER OF TRIAL BY JURY 174
     SECTION 9.16 LIABILITY OF THE AGENT AND THE LENDERS 175
     SECTION 9.17 ENTIRE AGREEMENT 175


<PAGE>

                                 


                 FINANCING AND SECURITY AGREEMENT

     THIS  FINANCING AND SECURITY AGREEMENT (this "Agreement") is made this
21st day of  January,  1997,  by  and  among  BERRY PLASTICS CORPORATION, a
corporation  organized  under  the  laws  of  the State  of  Delaware  (the
"Borrower");  NATIONSBANK,  N.A., a national banking  association,  in  its
capacity as a "Lender" ("NationsBank") and each other financial institution
which is a party to this Agreement,  whether  by  execution and delivery of
this  Agreement or otherwise pursuant to Section 9.5  hereof  (collectively
the "Lenders"  and  individually,  a  "Lender");  and  NATIONSBANK, N.A., a
national  banking  association,  in  its  capacity  as both collateral  and
administrative agent for the Lenders (the "Agent").


                             RECITALS

     A.   The  Borrower  has applied to the Lenders for  credit  facilities
consisting of (i) a revolving  credit  facility  in  the  maximum principal
amount  of  $21,000,000,  (ii) a letter of credit facility in  the  maximum
principal amount of $5,000,000,  as part of that revolving credit facility,
(iii) a term loan facility in the  maximum principal amount of $27,000,000,
and  (iv) a standby letter of credit  facility  in  the  maximum  principal
amount  of  $12,000,000,  all  to be used by the Borrower for the Permitted
Uses described in this Agreement.

     B.   The Lenders are willing to make those credit facilities available
to the Borrower upon the terms and  subject  to the conditions set forth in
this Agreement.

                            ARTICLE 1

                            DEFINITIONS

     SECTION 0.1.1  CERTAIN DEFINED TERMS.  As  used in this Agreement, the
terms defined in the Preamble and Recitals hereto shall have the respective
meanings  specified  therein,  and  the  following  terms  shall  have  the
following meanings:

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

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

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

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

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

          "Agent's Obligations"  shall mean any and all Obligations payable
solely to and for the exclusive benefit  of the Agent by the Borrower under
the terms of this Agreement and/or any of  the  other  Financing Documents,
including, without limitation, any and all Letter of Credit  Fronting  Fees
and/or Field Examination Fees.
          "Agreement"  means  this  Financing  and  Security  Agreement, as
amended,  restated,  supplemented  or  otherwise  modified  in  writing  in
accordance with the provisions of Section 9.2 of this Agreement.

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

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

          "Applicable Margin" means the  applicable  rate  per  annum to be
added to the LIBOR Base Rate or the Base Rate, as set forth in Section 2.6.1.

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

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

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

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

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

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

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

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

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

          "BIC/Borrower  Transaction"  means  either  (i) the merger of BIC
into the Borrower in accordance with all applicable Laws  and  on terms and
conditions disclosed to and reasonably approved by the Agent, (ii) the sale
and  transfer  by  BIC  to  the Borrower of all of BIC's rights, title  and
interest  in and to all Assets  of  BIC  (except  Inventory,  Accounts  and
General Intangibles)  and  BIC's  immediate leaseback of all such Assets in
accordance  with  the  terms  of  a  written   lease  agreement  reasonably
acceptable in all material respects to the Agent,  or (iii) the sale of all
or  substantially  all of the Assets of BIC to the Borrower  on  terms  and
conditions reasonably  acceptable  to  the Agent.  The Agent agrees that it
will not consent to the BIC/Borrower Transaction  without the prior consent
of  the  Requisite  Lenders,  if  the  closing  and  consummation   of  the
BIC/Borrower Transaction would in and of itself constitute or give rise  to
an immediate Default or Event of Default.

          "BIC/Borrower   Transaction   Documents"   means   all   material
agreements,  documents  and  instruments  now  or  hereafter  executed  and
delivered  in connection with the BIC/Borrower Transaction, as the same may
from time to time be amended, restated, supplemented or otherwise modified.

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

          "BTP/Borrower Transaction" means  either  (i)  the  merger of BTP
into the Borrower in accordance with all applicable Laws and on  terms  and
conditions  disclosed  to  and reasonably approved by the Agent or (ii) the
sale and transfer by BTP to  the Borrower of all of BTP's rights, title and
interest  in and to all Assets  of  BTP  (except  Inventory,  Accounts  and
General Intangibles)  and  BTP's  immediate leaseback of all such Assets in
accordance  with  the  terms  of  a  written   lease  agreement  reasonably
acceptable in all material respects to the Agent.  The Agent agrees that it
will not consent to the BTP/Borrower Transaction  without the prior consent
of  the  Requisite  Lenders,  if  the  closing  and  consummation   of  the
BTP/Borrower Transaction would in and of itself constitute or give rise  to
an immediate Default or Event of Default.

          "BTP/Borrower   Transaction   Documents"   means   all   material
agreements,  documents  and  instruments  now  or  hereafter  executed  and
delivered  in connection with the BTP/Borrower Transaction, as the same may
from time to time be amended, restated, supplemented or otherwise modified.

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

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

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

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

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

          "Bond Letter of Credit Fee" and "Bond Letter of Credit Fees" have
the meanings described in Section 2.4.2 (Bond Letter of Credit Fees).

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

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

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

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

          "Bonds" means the collective  reference to the Iowa Bonds and the
Nevada Bonds.

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

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

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

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

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

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

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

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

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

          "Closing  Date" means the Business Day, in any  event  not  later
than January 31, 1997,  on  which  the  Agent shall be reasonably satisfied
that the conditions precedent set forth in  Section 5.1 (Conditions to Initial
Advance) have been fulfilled or otherwise waived by the Agent.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          "Current Letter of Credit Obligations" has the meaning  described
in Section 2.3.5 hereof.

          "Deed  of Trust - Indian Trail" means that certain deed of  trust
or mortgage dated  the  date  hereof  from BTP to or for the benefit of the
Agent, as the same may from time to time be amended, restated, supplemented
or modified, which Deed of Trust - Indian Trail grants to the Agent for the
benefit of the Lenders ratably and for  the  benefit  of the Agent, a first
priority Lien on that certain property known generally  as  Wesley  Chapel-
Stouts  Road,  Indian Trail, North Carolina 28079.  As contemplated by  the
terms of this Agreement,  BTP  and  the  Borrower are required to close and
consummate  the BTP/Borrower Transaction within  sixty  (60)  days  of  the
Closing Date.   As  used  herein,  the  term "Deed of Trust - Indian Trail"
shall include any and all additional Security  Documents  relating  to  the
property  encumbered  by  the  Deed  of  Trust  - Indian Trail executed and
delivered  in  connection  with  the  closing  and  consummation   of   the
BTP/Borrower  Transaction,  all  as  the  same  may  be  amended, restated,
supplemented or otherwise modified from time to time.

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

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

          "Deed of Trust - Iowa Falls" means that certain  deed of trust or
mortgage dated the date hereof from BIC to or for the benefit of the Agent,
as  the  same  may from time to time be amended, restated, supplemented  or
modified, which  Deed  of  Trust  -  Iowa Falls grants to the Agent for the
benefit of the Lenders ratably and for  the  benefit  of the Agent, a first
priority Lien on that certain property known generally  as  1036 Industrial
Park  Road, Iowa Falls, Iowa 50126.  As contemplated by the terms  of  this
Agreement,  BIC  and  the Borrower are required to close and consummate the
BIC/Borrower Transaction  within one (1) year of the Closing Date.  As used
herein, the term "Deed of Trust  -  Iowa  Falls"  shall include any and all
additional Security Documents relating to the property  encumbered  by  the
Deed  of  Trust  - Iowa Falls executed and delivered in connection with the
closing and consummation  of  the BIC/Borrower Transaction, all as the same
may be amended, restated, supplemented  or  otherwise modified from time to
time.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     (h)  work-in-process  or supplies (the  Agent  acknowledges  that
based on its field examination  of  Inventory  conducted  prior to the
Closing  Date,  no  Inventory  has been classified as work-in-process,
except for certain Inventory of  PackerWare as to which the Agent will
advise the Borrower once the Agent  has  completed  its  review of the
field examination and audit of PackerWare),
     (i)  any  Inventory  as  to  which  the  Agent determines in  the
exercise of its sole and absolute discretion at  any  time and in good
faith  (i)  is  not  in merchantable condition or is defective,  post-
seasonal, slow moving  or obsolete and (ii) which the Agent determines
in the exercise of its sole  and absolute discretion is unlikely to be
sold in the ordinary course of  business within a reasonable period of
time and on customary terms and conditions, without significant out of
the ordinary course discounts or other concessions,

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

     (k)  any  Inventory  of  PackerWare until such time as the  Agent
completes, reviews and approves  a  satisfactory field examination and
audit of the Assets and properties of  PackerWare,  at which time such
Assets and properties shall be included in the Borrowing  Base  if the
results  of  such  field  examination  and audit are acceptable in all
respects to the Agent in its reasonable discretion and such Assets and
properties otherwise satisfy the eligibility criteria for inclusion in
the Borrowing Base.
     In  the  event  of any dispute under the  foregoing  criteria,  as  to
whether Inventory is, or has ceased to be, Eligible Inventory, the decision
of the Agent in the good faith exercise of its sole and absolute discretion
shall control.

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

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

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

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

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

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

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

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

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

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

except  that with respect to Accounts owing by those  Account  Debtors
identified  on  Schedule  1.1  attached  hereto,  as  updated with the
Agent's consent at any time and from time, the Account is not owing by
any  Account  Debtor  so  named  on  Schedule 1.1 whose then  existing
Accounts   to   the   Borrower   and/or   any  Subsidiary   Guarantor,
individually, exceed, in the aggregate, twenty-five  percent  (25%) of
the  total  Eligible  Receivables  of  the  Borrower or any Subsidiary
Guarantor, as appropriate, and is not owing by  an  Account  Debtor so
named on Schedule 1.1 whose then existing Accounts to the Borrower and
each  of  the  Subsidiary  Guarantors,  collectively,  exceed,  in the
aggregate, twenty-five percent (25%) of the total Eligible Receivables
of the Borrower and all of the Subsidiary Guarantors;
     (j)  the Account Debtor has not returned, rejected or refused  to
retain, or otherwise notified the Borrower or any Subsidiary Guarantor
of any dispute  concerning,  or  claimed  nonconformity of, any of the
Inventory or services from the sale or furnishing of which the Account
arose;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          "Federal  Funds  Rate"  means  for any day of determination,  the
weighted average of the rates on overnight  Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers, as
published  for such day (or, if such day is not  a  Business  Day)  by  the
Federal Reserve  Bank  for  the next preceding Business Day) by the Federal
Reserve Bank of Richmond or,  if  such rate is not so published for any day
that is a Business Day, the average  of  quotations  for  such  day on such
transactions received by the Agent from three (3) Federal funds brokers  of
recognized standing selected by the Agent.
          "Fees"  means the collective reference to each fee payable to the
Agent, for its own account or for the ratable benefit of the Lenders, under
the terms of this Agreement  or  under  the  terms  of  any  of  the  other
Financing  Documents,  including,  without limitation, the Revolving Credit
Unused Line Fees, the Letter of Credit  Fees, the Letter of Credit Fronting
Fees, the Bond Letter of Credit Fees, the  Bond  Letter  of Credit Fronting
Fees, the Early Termination Fee and the Field Examination Fees.

          "Field  Examination  Fee" and "Field Examination Fees"  have  the
meanings described in Section 2.7.3(Field Examination Fees).

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

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

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

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

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

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

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

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

          "Guarantor" means the Parent or any Subsidiary Guarantor or their
respective successors and assigns,  as  the  case  may be; and "Guarantors"
means the Parent, each and every Subsidiary Guarantor,  and  each  of their
respective successors and assigns.
          "Guaranty"  means  collectively each guaranty of payment for  the
benefit of the Lenders ratably  and  the Agent dated the date hereof to the
Lender from any or all of the Guarantors, as the same may from time to time
be amended, restated, supplemented or otherwise modified.

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

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

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

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

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

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

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

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

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

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

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

          (c)  no Interest Period shall extend beyond the Revolving  Credit
     Expiration  Date  or  the scheduled maturity date of the Term Loan, as
     appropriate.

          "Interest Rate Election  Notice"  has  the  meaning  described in
Section 2.6.2(e).

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

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

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

          "Iowa Bond Letter of Credit  - NB" means that certain irrevocable
letter of credit issued or to be issued by the Agent for the account of the
Borrower or BIC as security for the Iowa Bond Letter of Credit and the Iowa
Bond  Standby  Credit  Agreement, as the same  may  be  amended,  restated,
reissued, renewed, supplemented, replaced or otherwise modified at any time
and from time to time.   Subsequent  to  the Closing Date, but on or before
the expiration date of the Iowa Bond Letter of Credit, the Agent intends to
issue (a) an irrevocable letter of credit  to  replace the Iowa Bond Letter
of Credit and (b) deliver a standby credit line  to  replace  the Iowa Bond
Standby  Credit  Agreement,  in  which  case the term "Iowa Bond Letter  of
Credit - NB" shall mean collectively such  replacement letter of credit and
such replacement standby credit line, as the same may be amended, restated,
reissued, renewed, supplemented, replaced or otherwise modified at any time
and from time to time.  The Agent and the Lenders understand and agree that
if the Iowa Bond Letter of Credit - NB is issued  for  the  account of BIC,
only the Borrower, and not BIC, shall be the primary reimbursement  obligor
with respect to the Iowa Bond Letter of Credit Obligations.

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

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

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

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

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

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

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

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

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

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

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

          "Letter  of  Credit"  and  "Letters  of  Credit"  shall  have the
meanings described in Section 2.3.1 hereof.

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

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

          "Letter of Credit  Committed  Amount"  has the meaning given such
term in Section 2.3.1.

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

          "Letter  of  Credit  Facility"  means  the  facility  established
pursuant to Section 2.3(Letter of Credit Facility) of this Agreement.

          "Letter  of  Credit  Fee" and "Letter of Credit  Fees"  have  the
meanings described in Section 2.3.2 hereof.

          "Letter of Credit Fronting  Fee"  and  "Letter of Credit Fronting
Fees" have the meanings described in Section 2.3.2 hereof.

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

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

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

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

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

                          LIBOR BASE RATE
                   1.00 - Reserve Percentage

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

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

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

          "Loan   Restructuring  Transaction"   means   the   closing   and
consummation of each  of  the  following  events,  all  in  accordance with
applicable Laws, all on terms and conditions acceptable to the Agent:

          (i)  the  execution  and  delivery  of  all  amendments  to   the
Subordinated  Debt Loan Documents necessary to enable all of the Subsidiary
Guarantors to guaranty  payment  and  performance of all of the Obligations
and to grant to the Agent for the benefit  of  the  Lenders ratably and the
Agent, a first priority Lien on, and security interest  in,  all  Assets of
the  Borrower  and each Subsidiary Guarantor, subject only to the Permitted
Liens (the "Subordinated Debt Amendments");

          (ii) the  execution  and  delivery  to the Agent of all Financing
Documents (including Security Documents) by the  Borrower  and  each of the
Subsidiary  Guarantors,  as  appropriate,  pursuant  to  which each of  the
Subsidiary Guarantors (a) shall unconditionally and irrevocably and jointly
and  severally  guaranty payment and performance of all of the  Obligations
(on substantially  the  same  terms  as  set forth in the Guaranty) and (b)
shall grant to the Agent for the benefit of  the  Lenders  ratably  and the
Agent,  a  first priority Lien on, and security interest in, all Assets  of
each  Subsidiary  Guarantor,  subject  only  to  the  Permitted  Liens  (on
substantially  the same terms set forth in this Agreement and in any of the
other currently existing Financing Documents and Security Documents); and

          (iii) the delivery to the Agent of:

               (a) a certificate of the Secretary or an Assistant Secretary
          of the  Borrower  and  each Subsidiary Guarantor, as appropriate,
          certifying as to (1) true  and complete copies of all agreements,
          documents and instruments (including  releases  and terminations)
          executed  and  delivered  in  connection  with  the  closing  and
          consummation of the transactions contemplated by subsections  (i)
          and  (ii)  above,  and  (2)  true  and  complete  copies  of  the
          resolutions  of  the  Board of Directors of the Borrower and each
          Subsidiary Guarantor, as appropriate, authorizing (w) the closing
          and  consummation  of  all  aspects  of  the  Loan  Restructuring
          Transaction, (x) the execution,  delivery  and performance of all
          Financing Documents, including all Security  Documents,  required
          by   the   Agent   in  connection  with  the  Loan  Restructuring
          Transaction  and  all   Subordinated  Debt  Amendments,  (y)  the
          granting and/or ratification  of all Liens and security interests
          contemplated by any and all such  Security Documents; and (z) the
          guaranty of all of the Obligations,

               (b) the favorable opinion of counsel  for  the  Borrower and
          all of the Subsidiary Guarantors addressed to the Agent  and  the
          Lenders  in form and content satisfactory to the Agent opining as
          to (i) the due authorization of the execution and delivery of the
          Financing  Documents  and  the Security Documents required by the
          Agent in connection with the  Loan  Restructuring Transaction and
          the  Subordinated  Debt Amendments, (ii)  the  validity,  binding
          nature and enforceability  of  all  such Financing Documents, all
          Security  Documents, and all Subordinated  Debt  Amendments,  and
          (iii) such other matters as the Agent may reasonably require, and

               (c) copies  of  all  agreements,  documents  and instruments
          relating to any aspect of the Loan Restructuring Transaction  and
          such  other  information  and  items  as the Agent may reasonably
          request with respect to the Loan Restructuring Transaction.

          "Loan Restructuring Transaction Documents"  means all agreements,
documents  and  instruments  now  or  hereafter executed and  delivered  in
connection with the Loan Restructuring  Transaction,  as  the same may from
time to time be amended, restated, supplemented or otherwise modified.

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

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

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

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

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

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

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

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

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

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

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

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

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

          "Non-Ratable Loan" means an advance under the Revolving Loan made
by the Agent in accordance with the provisions of Section 2.8.3(c).

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

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

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

          "Outstanding  Letter  of  Credit  Obligations"  has  the  meaning
described in Section 2.3.3 hereof.

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

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

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

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

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

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

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

          "PBGC" means the Pension Benefit Guaranty Corporation.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          (xii) the aggregate purchase price of, investment in, acquisition
     expenditures   relating   to  (excluding  customary   and   reasonable
     transaction costs), and assumed  Liabilities  in  connection with, all
     Subject Transactions in any given fiscal year shall not exceed Fifteen
     Million Dollars ($15,000,000);

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

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

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

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

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

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

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

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

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

               (g)  intercompany  sales,  leases  or other dispositions  of
     Assets  among  and  between the Borrower and any  and  all  Subsidiary
     Guarantors,   including,    without   limitation,   the   BTP/Borrower
     Transaction (if such BTP/Borrower  Transaction  constitutes a sale and
     leaseback  transaction  in  accordance  with  the provisions  of  this
     Agreement)  and  the  BIC/Borrower Transaction (if  such  BIC/Borrower
     Transaction constitutes  a  sale  and  leaseback transaction or a sale
     transaction  in  accordance with the provisions  of  this  Agreement);
     provided, that any  such  Assets sold, leased or otherwise disposed of
     as between the Borrower and  any  and  all Subsidiary Guarantors shall
     remain subject to the Liens of the Agent  and  the  Lenders under this
     Agreement and under the other Financing Documents,

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

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

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

               (k) the sale of a portion  of  the  Assets  acquired  by
     the Borrower as part of the Container Purchase Transaction;
     provided, that (i) any such sales are made within one (1) year
     after  the Closing Date and (ii) the Net Proceeds of any and all
     such Assets shall not exceed Three Hundred Thousand Dollars ($300,000);
     and  the  termination  of  any  leases  in  connection therewith.

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

          "Permitted Uses" means (i) the acquisition of one hundred percent
(100%)  of  the capital stock of Packerware through the  PackerWare  Merger
Transaction by  the  Borrower,  (ii)  the  refinancing  and  payment of all
obligations of the Borrower and one or more of the Subsidiary Guarantors to
any lenders with respect to any Indebtedness for Borrowed Money existing as
of the Closing Date, (iii) the payment of all costs and expenses reasonably
incurred   in   connection   with  the  closing  and  consummation  of  the
transactions  contemplated  by this  Agreement,  including  the  PackerWare
Merger Transaction, (iv) the  payment  of expenses incurred in the ordinary
course of business of the Borrower or any  Subsidiary  Guarantor,  (v)  the
acquisition  of any Permitted Acquisition as and to the extent permitted by
the provisions  of  this  Agreement,  (vi)  the  payment  of  all costs and
expenses   reasonably   incurred   in   connection  with  the  closing  and
consummation of a Permitted Acquisition and  (vii)  for  general  corporate
purposes of the Borrower or any Subsidiary Guarantor.

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

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

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

          "Post-Expiration Date Letter of Credit" and "Post-Expiration Date
Letters of Credit" have the meanings described in Section 2.3.3

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          "Revolving  Credit  Optional  Reduction"  and  "Revolving  Credit
Optional Reductions" have the meanings described in Section 2.1.13.

          "Revolving  Credit Pro Rata Share" has the meaning  described  in
Section 2.1.1.
          "Revolving Credit  Termination Date" means the earlier of (i) the
fifth  anniversary  date  of  the  Closing  Date,  (ii)  the  repayment  or
prepayment of the Term Loan in  full,  or  (iii)  the  date  on  which  the
Revolving  Credit  Commitments  are  terminated  pursuant to Section 7.2 or
otherwise.

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

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

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

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

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

          "Securities"  means  the collective reference to each  and  every
certificated  or uncertificated security  which  constitutes  a  "security"
under the provisions  of  Title  8  of the Uniform Commercial Code, and all
proceeds (cash and non-cash) of the foregoing.

          "Security Agreement" means  that certain security agreement dated
the date hereof from PackerWare, BIC, BTP, Berry Sterling and AeroCon, Inc.
to the Agent for the benefit of the Lenders,  ratably  and  the  Agent,  as
amended,  restated,  supplemented  or  otherwise modified in writing at any
time and from time to time.

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

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

          "Seller" means all of  the shareholders of PackerWare immediately
prior to consummation of the PackerWare Merger Transaction.

          "Settlement Date" means  each Business Day after the Closing Date
selected by the Agent in its sole discretion  subject  to and in accordance
with the provisions  of  Section 2.8.3 as  of  which a Settlement Report is
delivered by the Agent and on which settlement  is  to  be  made  among the
Lenders in accordance with the provisions of Section 2.8.3.

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

          "State" means the State of Maryland.

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

          "Senior  Secured Debt - Parent" means that  certain  Indebtedness
for Borrowed Money of  the  Parent  (and  all  guarantees  thereof  by  the
Borrower  and  its  Subsidiaries)  in  favor  of  First  Trust of New York,
National  Association, as trustee for the holders of the 12-1/2%  Series  A
Senior Secured  Notes  due  2006 and the 12-1/2% Series B Secured Notes due
2006 in a stated principal amount  of  One  Hundred  Five  Million  Dollars
($105,000,000).
          "Senior Secured Debt Loan Documents" means any and all promissory
notes,  agreements, documents or instruments now or at any time evidencing,
securing,  guarantying  or  otherwise  executed and delivered in connection
with the Senior Secured Debt - Parent, as the same may from time to time be
amended, restated, supplemented or modified.

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

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

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

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

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

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

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

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

          "Term  Loan" and "Term Loans"  have  the  meanings  described  in
Section 2.2.1.

          "Term Loan  Commitment"  and  "Term  Loan  Commitments"  have the
meanings described in Section 2.2.1.

          "Term Loan Committed Amount" has the meaning described in Section 
2.2.1.

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

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

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

        "Term Loan Pro Rata Share" has the meaning described in Section 2.2.1.

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

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

          "Total Term Loan Committed Amount" has the meaning  described  in
Section 2.2.1.

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

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

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

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

     SECTION 0.1.2  ACCOUNTING TERMS AND OTHER DEFINITIONAL PROVISIONS.

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

                             ARTICLE 2

                      THE CREDIT FACILITIES

     SECTION 0.2.1  THE REVOLVING CREDIT FACILITY.

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

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


                                -1-

<PAGE>

                                 



                    Revolving Credit         Revolving Credit
LENDER              COMMITTED AMOUNT         PRO RATA SHARE

NationsBank         $21,000,000              100%


Total Revolving
Credit Committed
Amount:             $21,000,000              100%

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

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

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

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

               0.2.1.2   PROCEDURE  FOR MAKING ADVANCES UNDER THE REVOLVING
                         LOAN.

     The Borrower may borrow under the  Revolving  Credit  Facility  on any
Business  Day.   Advances under the Revolving Loan shall be deposited to  a
demand deposit account of the Borrower with the Agent or shall be otherwise
applied as directed  by the Borrower, which direction the Agent may require
to be in writing.  Not  later  than 11:00 a.m. (Baltimore City Time) on the
date of the requested borrowing,  the Borrower shall give the Agent oral or
written notice (a "Loan Notice") of  the  amount  and  (if requested by the
Agent) the purpose of the requested borrowing.  Any oral  Loan Notice shall
be  confirmed  in  writing  by the Borrower within three (3) Business  Days
after the making of the requested advance under the Revolving Loan.  At any
time within three (3) hours prior  to  funding,  the  Borrower may revoke a
Loan Notice; provided, that the Borrower shall pay to each  Lender,  as the
case may be, any amounts which may be due to such Lender under Section 2.6.4
by reason of such Lender having taken action in reliance on the Loan Notice.
Upon receipt  of any such Loan Notice, the Agent shall promptly notify each
Lender of the amount  of  each  advance  to  be  made by such Lender on the
requested borrowing date under such Lender's Revolving Credit Commitment.

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

     In addition, the Borrower hereby irrevocably authorizes the Lenders at
any time and from time to time, without further request from  or  notice to
the Borrower, to make advances under the Revolving Loan which the Agent, in
its sole and absolute discretion, deems necessary or appropriate to protect
the  interests  of  the  Agent  and/or any or all of the Lenders under this
Agreement, including, without limitation, advances under the Revolving Loan
made  to  cover  debit  balances in the  Revolving  Loan  Account,  to  pay
principal of, and/or interest  on,  any  Loan, including any Term Loan, the
Obligations (including any Letter of Credit Obligations and any Bond Letter
of Credit Obligations), and/or Enforcement  Costs,  prior  to, on, or after
the  termination  of  other  advances  under this Agreement, regardless  of
whether the outstanding principal amount  of  the  Revolving Loan which the
Lenders may advance hereunder exceeds the Total Revolving  Credit Committed
Amount.

               0.2.1.3   BORROWING  BASE.   As used in this Agreement,  the
term "Borrowing Base" means at any time, an amount  equal  to the aggregate
of  (a)  eighty-five  percent  (85%) of the amount of Eligible Receivables,
plus  (b) the lesser of (x) sixty-five  percent  (65%)  of  the  amount  of
Eligible  Inventory  or  (y)  the  greater  of (i) Ten Million Five Hundred
Thousand Dollars ($10,500,000) or (ii) fifty  percent  (50%)  of  the Total
Revolving Credit Committed Amount.

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

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

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

               0.2.1.4   BORROWING BASE REPORT.  The Borrower  will furnish
to the Agent no less frequently than monthly, as soon as available,  but in
any  event  within  twenty  (20) days of the end of each fiscal month, and,
upon the occurrence of an Event of Default or as otherwise provided in this
Section 2.1.4, at such other  times  as  may  be  requested  by the Agent a
report of the Borrowing Base in the form attached hereto as Exhibit A (each
a  "Borrowing Base Report"; collectively, the "Borrowing Base Reports")  in
the  form  required from time to time by the Agent, appropriately completed
and duly signed.   The  Borrowing  Base Report shall contain the amount and
payments on the Accounts, the value  of  Inventory, and the calculations of
the Borrowing Base, all in such detail, and  accompanied by such supporting
and  other  information,  as  the Agent may from time  to  time  reasonably
request.  Upon the Agent's request  and  upon the creation of any Accounts,
the  Borrower  will  provide  the  Agent with (a)  confirmatory  assignment
schedules; (b) copies of Account Debtor  invoices; (c) evidence of shipment
or delivery; and (d) such further schedules,  documents  and/or information
regarding  the  Accounts  and  the  Inventory  as the Agent may  reasonably
require.  The items to be provided under this subsection  shall  be in form
reasonably satisfactory to the Agent, and certified as true and correct  by
a  Responsible Officer, and delivered to the Agent from time to time solely
for  the Agent's convenience in maintaining records of the Collateral.  The
Borrower's failure to deliver any such items to the Agent shall not affect,
terminate,  modify,  or  otherwise  limit  the  Liens  of the Agent and the
Lenders  in  the Collateral.  Notwithstanding the foregoing,  the  Borrower
acknowledges and agrees that the Agent, at its option, may require that the
Borrower furnish  to the Agent weekly and, if requested by the Agent, daily
Borrowing Base Reports  if  any  one  of the following events occur (i) the
Borrower's  and  Subsidiary Guarantors' collective  aggregate  availability
under the Revolving  Loan is at any times less than or equal to Ten Million
Dollars ($10,000,000),  (ii) the Borrower and the Subsidiary Guarantors, on
a consolidated basis, incur  three  (3) consecutive months of net operating
losses,  or  (iii) the occurrence of an  Event  of  Default  (each  of  the
aforementioned  events are herein called a "Borrowing Base Trigger Event").
The Agent agrees that it shall not be entitled to require that the Borrower
furnish weekly or  daily Borrowing Base Reports solely as the result of the
occurrence of a Borrowing  Base  Trigger  Event,  if  the Agent fails to so
notify the Borrower within ninety (90) days of the date  that  the Borrower
has  cured  the Borrowing Base Trigger Event to the reasonable satisfaction
of the Agent.  The foregoing sentence, however, shall not prevent the Agent
from later requiring  more  frequent  Borrowing  Base Reports following the
occurrence of any subsequent Borrowing Base Trigger  Event;  provided, that
the Agent so notifies the Borrower within ninety (90) days of date that the
Borrower  has  cured  the  Borrowing  Base  Trigger Event to the reasonable
satisfaction of the Agent.

               0.2.1.5   REVOLVING CREDIT NOTES.   The  obligation  of  the
Borrower  to  pay  each Lender's Pro Rata Share of the Revolving Loan, with
interest, shall be evidenced  by a series of promissory notes (as from time
to time extended, amended, restated,  supplemented  or  otherwise modified,
collectively  the  "Revolving Credit Notes" and individually  a  "Revolving
Credit Note") substantially  in  the  form of EXHIBIT "B-1" attached hereto
and  made  a  part  hereof,  with appropriate  insertions.   Each  Lender's
Revolving Credit Note shall be  dated  as  of  the  Closing  Date, shall be
payable to the order of such Lender at the times provided in the  Revolving
Credit  Note,  and  shall  be  in  the  principal  amount  of such Lender's
Revolving  Credit Committed Amount.  The Borrower acknowledges  and  agrees
that,  if  the   outstanding   principal  balance  of  the  Revolving  Loan
outstanding from time to time exceeds  the  aggregate  stated amount of the
Revolving  Credit  Notes,  the  excess  shall  bear interest at  the  rates
provided from time to time for advances under Revolving  Loan  evidenced by
the Revolving Credit Notes and shall be payable, with accrued interest,  ON
DEMAND.   The Revolving Credit Notes shall not operate as a novation of any
of the Obligations  or  nullify, discharge, or release any such Obligations
or  the  continuing contractual  relationship  of  the  parties  hereto  in
accordance with the provisions of this Agreement.

               0.2.1.6   MANDATORY  PREPAYMENTS OF REVOLVING LOAN.  Subject
to the provisions of Section 2.6.4(Indemnity) and in addition to any mandatory
prepayment  required  by the provisions of Section 2.2.3 (Term Loan Mandatory
Prepayments), upon the  request  of  the  Agent  pursuant  to Section 2.1.3
(Borrowing  Base),  the Borrower shall make mandatory prepayments  (each  a
"Revolving Loan Mandatory Prepayment" and collectively, the "Revolving Loan
Mandatory Prepayments")  of the Revolving Loan at any time and from time to
time in order to cover any Borrowing Base Deficiency.

               0.2.1.7   OPTIONAL PREPAYMENTS OF REVOLVING LOAN. Subject to
the provisions of Section 2.6.4(Indemnity), the Borrower shall have the option
at any time and from time to  time  prepay (each a "Revolving Loan Optional
Prepayment" and collectively the "Revolving Loan Optional Prepayments") the
Revolving Loan, in whole or in part without  premium or penalty.  Revolving
Loan  Optional  Prepayments shall be made following  a  timely  and  proper
written notice to  the  Agent  with respect thereto specifying the date and
amount of any intended Revolving  Loan  Optional Prepayment.  The amount to
be prepaid shall be paid by the Borrower to the Agent on the date specified
for such prepayment.   Any amounts repaid  or prepaid may be readvanced and
reborrowed subject to the provisions of this Agreement.

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

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

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

     The Agent will apply  the  whole  or  any  part of the collected funds
credited  to  the Collateral Account against the Revolving  Loan  (or  with
respect to Items  for  Payments  which  are  not  proceeds  of  Accounts or
Inventory  or  after a Default or an Event of Default, against any  of  the
Obligations) or  credit such collected funds to a depository account of the
Borrower with the  Agent, the order and method of such application to be in
the sole discretion of the Agent.  Notwithstanding the foregoing, the Agent
agrees that prior to the occurrence of an Event of Default, the Agent shall
use its best efforts  to  apply  collected funds credited to the Collateral
Account to the Obligations so as to  avoid  or  minimize  any amounts which
would be due under Section 2.6.4 by reason of any such application.

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

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

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

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

PERIOD                             EARLY TERMINATION FEE

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



                                -2-

<PAGE>

                                 


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

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

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

PERIOD                             EARLY TERMINATION FEE

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

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

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

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



                                -3-

<PAGE>

                                 


PERIOD                             EARLY TERMINATION FEE

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

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


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

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

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

               0.2.1.12  REQUIRED  AVAILABILITY  UNDER THE REVOLVING CREDIT
                         FACILITY.

     On the Closing Date, the aggregate principal  amount  of the Revolving
Loan and all Outstanding Letter of Credit Obligations shall  not  exceed an
amount  equal  to  the  lesser  of  (x) the Borrowing Base or (y) the Total
Revolving   Credit   Commitment   Amount,   MINUS   Ten   Million   Dollars
($10,000,000).  In addition, the Borrower agrees that at all times prior to
consummation  of  the  Loan Restructuring Transaction,  there  shall  be  a
reserve against the Borrowing  Base  in  an amount equal to Six Million Six
Hundred  Thousand Dollars ($6,600,000) and  that  at  all  times  prior  to
consummation  of the BIC/Borrower Transaction, there shall be an additional
reserve against  the  Borrowing  Base in an amount equal to Two Million Six
Hundred  Thousand Dollars ($2,600,000).

               0.2.1.13  OPTIONAL  REDUCTION  OF REVOLVING CREDIT COMMITTED
                         AMOUNT.

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

     SECTION 0.2.2  THE TERM LOAN FACILITY.

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

                         Term Loan                Term Loan
LENDER                COMMITTED AMOUNT       PRO RATA SHARE

NationsBank           $27,000,000                 100%


TOTAL TERM LOAN
COMMITTED AMOUNT:     $27,000,000                 100%

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

               0.2.2.2   AMORTIZATION OF TERM LOANS; THE TERM NOTES.

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

     DUE DATE AMOUNT

     May 1, 1997        		   	$750,000
     August 1, 1997 	        	$750,000
     November 1, 1997 	      	$750,000
     February 1, 1998       		$750,000
     May 1, 1998 		         $1,125,000
     August 1, 1998         $1,125,000
     November 1, 1998       $1,125,000
     February 1, 1999       $1,125,000
     May 1, 1999            $1,375,000
     August 1, 1999         $1,375,000
     November 1, 1999       $1,375,000
     February 1, 2000       $1,375,000
     May 1, 2000            $1,625,000
     August 1, 2000         $1,625,000
     November 1, 2000       $1,625,000
     February 1, 2001       $1,625,000
     May 1, 2001            $1,875,000
     August 1, 2001         $1,875,000
     November 1, 2001       $1,875,000
     February 1, 2002       $1,875,000

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

     The obligation of the Borrower  to  pay  the  Term Loans with interest
shall be evidenced by a series of promissory notes (each  as  from  time to
time  extended, amended, restated, supplemented or otherwise modified,  the
"Term Note"  and  collectively, the "Term Notes") substantially in the form
of EXHIBIT "B-2" attached  hereto  and  made a part hereof with appropriate
insertions.  Each Term Note shall be dated as of the Closing Date, shall be
payable to the order of a Lender at the times  provided  in  the Term Note,
and  shall be in the principal amount of such Lender's Term Loan  Committed
Amount.

               0.2.2.3   MANDATORY  PREPAYMENTS  OF  TERM LOAN.  Subject to
the  provisions  of  Section 2.6.4(Indemnity),  the  Borrower shall  make  the
following  mandatory prepayments (each a "Term Loan  Mandatory  Prepayment"
and collectively  the  "Term Loan Mandatory Prepayments") of the Term Loans
to the Agent for the ratable benefit of the Lenders:

                    (a)  One  hundred percent (100%) of the Net Proceeds of
any Asset Disposition (including  the  sale and issuance of any Securities)
by the Borrower or any Subsidiary Guarantor shall be paid to the Agent as a
Term Loan Mandatory Prepayment, or if the Term Loans have been paid in full
shall  be  paid  to  the Agent as a Revolving  Loan  Mandatory  Prepayment.
Notwithstanding the foregoing, the Borrower shall not be required to make a
Term Loan Mandatory Prepayment  in  connection  with any public, private or
Rule  144(a) offering of Securities which does not  generate  any  proceeds
(other  than  nominal  proceeds),  including,  for example, the issuance or
exercise of warrants with registration rights or  the  issuance of a resale
prospectus  for  any  existing shares of capital stock.  In  addition,  the
Borrower shall not be required  to make a Term Loan Mandatory Prepayment to
the extent of any non-cash Net Proceeds which are Indebtedness for Borrowed
Money received by the Borrower or  any  Subsidiary  Guarantor in payment of
the purchase price of an Asset which is the subject of  a  Permitted  Asset
Disposition;  provided  that,  upon the Agent's demand, the Borrower and/or
the Subsidiary Guarantor, as the  case  may, shall take all such actions as
shall be reasonably requested by the Agent  to  grant  to the Agent for its
benefit and the ratable benefit of the Lenders a perfected Lien on any such
Indebtedness  for  Borrowed Money and provided further that  the  principal
amount of all such Indebtedness  for Borrowed Money shall not exceed at any
time in the aggregate Five Hundred Thousand Dollars ($500,000).

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

     The Borrower shall pay to the Agent on the date of each required  Term
Loan  Mandatory  Prepayment  accrued  interest  to  such date on the amount
prepaid.  Each partial Term Loan Mandatory Prepayment  shall  be applied as
follows:  (i)  fifty  percent  (50%)  to  all  of  the  remaining principal
installments due on account of the Term Loans on a pro rata  basis and (ii)
fifty percent (50%) to principal against the principal installments  of the
Term  Loans  in  the  inverse  order  of their maturities.  Notwithstanding
anything  to  the contrary contained herein,  the  Borrower  shall  not  be
required to pay  an  Early  Termination  Fee  as  the result of a Term Loan
Mandatory Prepayment.

               0.2.2.4   OPTIONAL PREPAYMENTS OF TERM  LOANS.   Subject  to
the provisions of Section 2.6.4(Indemnity), the Borrower may, at its option,
at any time and from time to  time,  prepay  (each  a "Term Loan Optional
Prepayment" and collectively the "Term Loan Optional Prepayments") the Term
Loans,  in  whole  or  in part, upon five (5) Business Days  prior  written
notice, specifying the date  and amount of prepayment.  The amount to be so
prepaid, together with interest  accrued  thereon  to date of prepayment if
the amount is intended as a prepayment of the Term Loans in whole, shall be
paid by the Borrower to the Agent for the ratable benefit of the Lenders on
the  date  specified  for  such  prepayment.   Partial Term  Loan  Optional
Prepayments shall be applied as follows: (i) fifty  percent (50%) to all of
the remaining principal installments due on account of  the Term Loans on a
pro  rata  basis  and  (ii)  fifty percent (50%) to principal  against  the
principal installments of the  Term  Loans  in  the  inverse order of their
maturities.

     SECTION  0.2.3 THE LETTER OF CREDIT FACILITY.

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

               0.2.3.2   LETTER OF CREDIT FEES.

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

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

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

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

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

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

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

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

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

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

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

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

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

     SECTION  0.2.4 THE BOND LETTER OF CREDIT FACILITY.

               0.2.4.1   BOND LETTERS OF CREDIT.  Subject to  and  upon the
provisions of the Bond Letter of Credit Agreements, the Agent has agreed to
issue  the  Bond Letters of Credit for the period commencing on the Closing
Date and ending  on the Revolving Credit Termination Date (the "Bond Letter
of Credit Commitment").   The  Agent shall have no obligation or commitment
to issue a Bond Letter of Credit if the aggregate stated amount of all Bond
Letters of Credit then outstanding  or proposed to be issued exceeds Twelve
Million  Dollars  ($12,000,000)  (the  "Bond  Letter  of  Credit  Committed
Amount").



                                -4-

<PAGE>

                                 


               0.2.4.2   BOND LETTER OF CREDIT FEES.

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

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

               0.2.4.3   TERMS OF BOND LETTERS OF CREDIT.

     Each  Bond Letter of Credit shall (a) be issued  pursuant  to  a  Bond
Letter of Credit  Agreement  and  (b)  expire  on a date not later than the
Business  Day  preceding the Revolving Credit Termination  Date;  provided,
however, that (i)  the  initial  Iowa  Bond Letter of Credit - NB issued as
security  for the Iowa Bond Letter of Credit  and  the  Iowa  Bond  Standby
Credit Agreement shall expire on the expiry date of the Iowa Bond Letter of
Credit and  Iowa Bond Standby Credit Agreement, and (ii) the initial Nevada
Bond Letter of Credit - NB issued as security for the Nevada Bond Letter of
Credit shall expire on the expiry date of the Nevada Bond Letter of Credit.
Each Bond Letter  of  Credit  shall  be  issued  for  the  sole  purpose of
providing  collateral  for the Iowa Bonds, the Nevada Bonds, the Iowa  Bond
Letter of Credit, or the  Nevada  Bond  Letter  of  Credit or for any other
purposes  required  by the Nevada Bonds or the Iowa Bonds.   The  aggregate
stated amount of all Bond Letters of Credit at any one time outstanding and
issued by the Agent pursuant  to the provisions of this Agreement, plus the
amount of any unpaid Bond Letter  of  Credit Fees and Bond Letter of Credit
Fronting  Fees  accrued  or  scheduled  to accrue  thereon,  and  less  the
aggregate amount of all drafts drawn under or purporting to have been drawn
under such Bond Letters of Credit that have  been paid by the Agent and for
which the Agent has been reimbursed by the Borrower  in  full in accordance
with Section 2.4.5 below and the Bond Letter of Credit Agreements,  and for
which  the Agent has no further obligation or commitment to restore all  or
any portion  of  the  amounts  drawn  and  reimbursed, is herein called the
"Outstanding Bond Letter of Credit Obligations".

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

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

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

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

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

     (b)  Notwithstanding the provisions of paragraph (a) above, as long as
no Event of Default has occurred, any drawing under the Iowa Bond Letter of
Credit - NB to redeem Iowa Bonds purchased  with  a  drawing under the Iowa
Bond Standby Credit Agreement and any drawing under the  Nevada Bond Letter
of  Credit  - NB to purchase Nevada Bonds, in each case relating  to  Bonds
which were tendered  for purchase by the holders thereof and which were not
remarketed in a timely  fashion,  are  not required to be reimbursed to the
Agent ON DEMAND; provided that BIC or the  Borrower,  as  appropriate, make
monthly  payments  of  interest  to  the  Agent  at the reimbursement  rate
provided  under  the  applicable Bond Letter of Credit  and  the  principal
amount of such drawing  is  repaid  in  equal  quarterly  payments over the
remaining  term  to  expiry  of  the Bond Letter of Credit Facility;  final
payment of all outstanding amounts  to be made no later than expiry  of the
Bond Letter of Credit Facility.  In addition,  the  Agent  and  the Lenders
agree  that upon the expiration of the Iowa Bond Letter of Credit  and  any
resulting  draw on the Iowa Bond Letter of Credit by the Iowa Bond Trustee,
and provided  that there does not exist a Default or an Event of Default, a
portion of the Iowa Bond Letter of Credit Obligations in an amount equal to
Three Million Four  Hundred  Thousand Dollars ($3,400,000) may be repaid in
equal quarterly installments over  the  then  remaining  term  of  the Bond
Letter of Credit Facility.

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

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

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

     SECTION  0.2.5 GENERAL LETTER OF CREDIT PROVISIONS.

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

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

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

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

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

          If any Laws, order of court  and/or  ruling  or regulation of any
Governmental Authority of the United States (or any state  thereof)  and/or
any  country  other  than  the  United States permits a beneficiary under a
Letter of Credit or a Bond Letter  of  Credit  to  require  the  Agent, the
Lenders   and/or  any  of  their  respective  branches,  Affiliates  and/or
correspondents  to  pay  drafts under or purporting to be under a Letter of
Credit or a Bond Letter of  Credit  after the expiration date of the Letter
of Credit or the Bond Letter of Credit,  respectively,  the  Borrower shall
reimburse  the Agent and the Lenders, as appropriate, for any such  payment
pursuant to provisions of Section 2.3.5 or 2.4.5, as appropriate.

          Except  as  may otherwise be specifically provided in a Letter of
Credit, a Bond Letter of  Credit,  a  Letter  of Credit Agreement or a Bond
Letter  of  Credit Agreement, the laws of the State  of  Maryland  and  the
Uniform Customs  and  Practice  for  Documentary  Credits,  1993  Revision,
International  Chamber  of  Commerce  Publication No. 500 shall govern  the
Letters  of  Credit  and the Bond Letters  of  Credit.   The  Laws,  rules,
provisions  and  regulations  of  the  Uniform  Customs  and  Practice  for
Documentary Credits  are hereby incorporated by reference.  In the event of
a conflict between the Uniform Customs and Practice for Documentary Credits
and the laws of the State of Maryland, the Uniform Customs and Practice for
Documentary Credits shall prevail.

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

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

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

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

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

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

     SECTION 0.2.6 INTEREST.

               0.2.6.1   APPLICABLE INTEREST RATES.

                    (a)  Each  Loan  shall  bear  interest  until  maturity
(whether  by  acceleration,  declaration, extension or otherwise) at either
the Alternate Base Rate or the LIBOR Rate, as selected and specified by the
Borrower in an Interest Rate Election  Notice  furnished  to  the  Agent in
accordance  with the provisions of Section 2.6.2(e), or as otherwise 
determined in accordance with  the  provisions  of  this Section 2.6,
and as may be adjusted from time to time in accordance with the provisions
of Section 2.6.3.

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

                    (c)  The Applicable Margin for (i) LIBOR Loans shall be
two hundred (200) basis points per annum, and (ii) Base Rate Loans shall be
fifty (50) basis points per annum unless and until a change is required  by
the operation of Section 2.6.1 (d).

                    (d)  Subsequent  to  the  first anniversary date of the
Closing Date, changes in the Applicable Margin  may  be  made, but not more
frequently than one such change per quarter based on the Borrower's Pricing
Ratio,  tested  as of the end of each fiscal quarter and the  end  of  each
fiscal year, determined  by  the  Agent  based  on the annual and quarterly
financial statements required by Section 6.1.1 (a) and (c), as appropriate.
Any change in the Applicable Margin shall be effective  as of the test date
of  the  Pricing Ratio, as appropriate.  The Applicable Margin  shall  vary
depending upon the Borrower's Pricing Ratio, as follows:

<TABLE>
<CAPTION>
                                             Applicable Margin for        Applicable Margin for
Pricing Ratio                                     LIBOR Loans                Base Rate Loans
<S>                                       <C>                         <C>
greater than or equal to 5.25 to 1.0               250 b.p.                     100 b.p.
greater than or equal to 4.5 to 1.0, but           225 b.p.                      75 b.p.
less than 5.25 to 1.0
greater than or equal to 3.5 to 1.0, but           200 b.p.                      50 b.p.
less than 4.5 to 1.0
greater than or equal to 2.75 to 1.0, but          175 b.p.                      25 b.p.
less than 3.5 to 1.0
less than 2.75 to 1.0                              150 b.p.                      0 b.p.
</TABLE>

               0.2.6.2   SELECTION OF INTEREST RATES.

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

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

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

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

                         (ii)   no  change  from  the  LIBOR  Rate  to  the
     Alternate Base Rate shall become  effective  on  a  day  other  than a
     Business  Day  and  so  long  as  the Lenders receive any compensation
     payable pursuant to Section 2.6.4,  on  a day which is the last day of
     the  then current Interest Period, no change  of  an  Interest  Period
     shall  become  effective  on a day other than the last day of the then
     current Interest Period, and no change from the Alternate Base Rate to
     the LIBOR Rate shall become  effective on a day other than a day which
     is a Eurodollar Business Day.

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

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

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

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

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

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

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

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

                         (i) the amount to be borrowed or converted,

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

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

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

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

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

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

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

               0.2.6.5   PAYMENT OF INTEREST.

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

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

                    (c)  Unpaid and accrued  interest  on  any  LIBOR  Loan
shall be paid monthly, in arrears, on the first day of each calendar month,
commencing on the first such date after the date of this Agreement, and  on
the  first  day of each calendar month thereafter, and at maturity (whether
by acceleration,  declaration,  extension  or  otherwise).  Notwithstanding
anything  to  the  contrary  contained herein, the Agent  agrees  that  the
Borrower shall have no obligation  to  make  any  payment  pursuant  to the
provisions  of  Section  2.6.4 resulting solely from the payment of accrued
interest on a date other than the expiration date of an Interest Period.

     SECTION 0.2.7  GENERAL FINANCING PROVISIONS.

               0.2.7.1   BORROWER'S REPRESENTATIVES.

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

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

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

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

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

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

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

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

               0.2.7.7   REQUIREMENTS OF LAW.  In the event that any Lender
shall have determined in good faith that (a) the adoption of any Laws after
the Closing Date regarding capital adequacy, or (b) any change in or in the
interpretation or application of any Laws, or (c) compliance by such Lender
or  any corporation controlling such Lender with any request  or  directive
regarding  capital  adequacy  (whether or not having the force of law) from
any central bank or Governmental  Authority,  does or shall have the effect
of  reducing  the  rate  of return on the capital of  such  Lender  or  any
corporation controlling such Lender, as a consequence of the obligations of
the such Lender hereunder  to  a  level below that which such Lender or any
corporation  controlling such Lender  would  have  achieved  but  for  such
adoption, change  or  compliance (taking into consideration the policies of
such Lender and the corporation  controlling  such  Lender, with respect to
capital adequacy) by an amount deemed by such Lender  to  be material, then
from  time  to time, after submission by such Lender to the Borrower  of  a
written  request   therefor   and   a  statement  of  the  basis  for  such
determination, the Borrower shall pay to such Lender such additional amount
or amounts in order to compensate for  such  reduction.   The Agent and the
Lenders  agree  that  the Borrower shall be entitled,  at  its  option,  to
require that any Lender  which  demands  payment  of any amounts under this
Section  2.7.7  assign one hundred percent (100%) of  its  Commitments  and
Obligations to one or more other lenders or financial institutions as shall
be acceptable to  the  Borrower  and  the  Agent;  provided  that  any such
assignment is effected in accordance with the provisions of Section 9.5.

               0.2.7.8   FUNDS TRANSFER SERVICES.

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

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

     SECTION 0.2.8  SETTLEMENT AMONG LENDERS.

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

               0.2.8.2   REVOLVING  LOAN.   It is agreed that each Lender's
Net Outstandings are intended by the Lenders  to  be  equal at all times to
such Lender's Revolving Credit Pro Rata Share of the aggregate  outstanding
principal  amount of the Revolving Loan outstanding.  Notwithstanding  such
agreement, the  several and not joint obligation of each Lender to fund the
Revolving Loan made  in accordance with the terms of this Agreement ratably
in accordance with such  Lender's  Revolving Credit Pro Rata Share and each
Lender's right to receive its ratable  share  of  principal payments on the
Revolving Loan in accordance with its Revolving Credit  Pro Rata Share, the
Lenders  agree  that  in  order  to facilitate the administration  of  this
Agreement and the Financing Documents  that  settlement among them may take
place on a periodic basis in accordance with the provisions of this Section
2.8.

               0.2.8.3   SETTLEMENT PROCEDURES AS TO REVOLVING LOAN.

                    (a)  IN GENERAL.    To the  extent  and  in  the manner
hereinafter provided in this Section 2.8.3, settlement among the Lenders as to
the  Revolving  Loan  may occur periodically on Settlement Dates determined
from time to time by the  Agent,  which  may  occur  before  or  after  the
occurrence  or  during the continuance of a Default or Event of Default and
whether or not all  of  the conditions set forth in Section 5.2 have been met.
On each Settlement Date payments  shall be made by or to the Lenders in the
manner provided in this Section 2.8.3 in accordance with the Settlement Report
delivered by the Agent pursuant to the provisions  of  this Section 2.8.3 in
respect of such  Settlement  Date  so  that as of each Settlement Date, and
after giving effect to the transactions  to  take  place on such Settlement
Date,  each Lender's Net Outstandings shall equal such  Lender's  Revolving
Credit Pro Rata Share of the Revolving Loan outstanding.

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

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

                    (d)  NET   DECREASE   IN   OUTSTANDINGS.    If  on  any
Settlement Date the increase, if any, in the dollar amount of any  Lender's
Net  Outstandings  which  is required to comply with the first sentence  of
Section 2.8.2 is less than such  Lender's Revolving Credit Pro Rata Share of
amounts received by the Agent but paid only to NationsBank since  the  next
preceding  Settlement  Date, such Lender and the Agent, in their respective
records, shall apply such  Lender's Revolving Credit Pro Rata Share of such
amounts to the increase in such  Lender's Net Outstandings, and NationsBank
shall  pay  to  the  Agent, for the account  of  such  Lender,  the  excess
allocable to such Lender.

                    (e)  NET   INCREASE   IN   OUTSTANDINGS.    If  on  any
Settlement Date the increase, if any, in the dollar amount of any  Lender's
Net  Outstandings  which  is required to comply with the first sentence  of
Section 2.8.2 exceeds such Lender's Revolving Credit Pro Rata Share of amounts
received by the Agent but paid only to NationsBank since the next preceding
Settlement Date, such Lender and the Agent,  in  their  respective records,
shall apply such Lender's Revolving Credit Pro Rata Share  of  such amounts
to  the  increase in such Lender's Net Outstandings, and such Lender  shall
pay to the Agent, for the account of NationsBank, any excess.

                    (f)  NO CHANGE IN OUTSTANDINGS.  If a Settlement Report
indicates that no advance under the Revolving Loan has been made during the
period since  the  next  preceding  Settlement  Date,  then  such  Lender's
Revolving  Credit  Pro Rata Share of any amounts received by the Agent  but
paid only to NationsBank shall be paid by NationsBank to the Agent, for the
account of such Lender.  If a Settlement Report indicates that the increase
in the dollar amount  of  a  Lender's Net Outstandings which is required to
comply  with the first sentence  of  Section 2.8.2 is  exactly  equal  to  such
Lender's  Revolving  Credit Pro Rata Share of amounts received by the Agent
but paid only to NationsBank since the next preceding Settlement Date, such
Lender  and the Agent,  in  their  respective  records,  shall  apply  such
Lender's Revolving Credit Pro Rata Share of such amounts to the increase in
such Lender's Net Outstandings.

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

                    (h)  PAYMENTS TO AGENT, LENDERS.

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

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

                         (iii)   With  respect  to the payment of any funds
under this Section 2.8.3, whether from the Agent to a Lender or from a Lender
to the Agent, the party failing to make full payment  when due pursuant to the
terms  hereof  shall,  upon  demand  by the other party,  pay  such  amount
together with interest on such amount at the Federal Funds Rate.

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

               0.2.8.5   PRESUMPTION OF PAYMENT.

                    (a)  Unless the Agent shall have received notice from a
Lender prior to  12:00  p.m.  noon (Baltimore City Time) on the date of the
requested date for the making of  advances  under  the  Revolving Loan that
such  Lender will not make available to the Agent, such Lender's  Revolving
Credit  Pro  Rata  Share of the advances to be made on such date, the Agent
may assume that such  Lender has made such amount available to the Agent on
such date in accordance  with  this  Section 2.8,  and the Agent, in its sole
discretion may, in reliance upon such assumption,  make  available  to  the
Borrower on such date a corresponding amount on behalf of such Lender.

                    (b)  If and to the extent such Lender shall not have so
made  available  to  the  Agent  its Revolving Credit Pro Rata Share of the
advances under the Revolving Loan  made  on  such date, and the Agent shall
have so made available to the Borrower a corresponding  amount on behalf of
such  Lender,  such  Lender  shall,  on  demand,  pay  to  the  Agent  such
corresponding amount, together with interest thereon, at the Federal  Funds
Rate,  for each day from the date such corresponding amount shall have been
so available  by the Agent to the Borrower until the date such amount shall
have been repaid  to  the  Agent.   Such  Lender  shall  not be entitled to
payment of any interest which accrues on the amount made available  by  the
Agent  to  the  Borrower  for the account of such Lender until such time as
such Lender reimburses the  Agent  for  such amount, together with interest
thereon, as provided in this Section 2.8.5.

                    (c)  A certificate of the Agent submitted to any Lender
with respect to any amounts owing to the  Agent  by  such Lender under this
Section 2.8. shall be conclusive and binding on such Lender,  absent  manifest
error.  If such Lender does not pay such amounts to the Agent promptly upon
the Agent's  demand,  the  Agent shall promptly notify the Borrower of such
Lender's failure to make payment,  and the Borrower shall immediately repay
such amounts to the Agent, together  with  accrued  interest thereon at the
applicable rate on the Revolving Loan, all without prejudice  to the rights
and  remedies  of  the  Agent  against any defaulting Lender.  Any and  all
amounts due and payable to the Agent  by  the  Borrower  under this Section
2.8 constitute and shall be part of the Agent's Obligations.

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

                             ARTICLE 3

                          THE COLLATERAL

     SECTION 0.3.1  DEBT AND OBLIGATIONS SECURED.   All  property and Liens
assigned,  pledged  or otherwise granted under or in connection  with  this
Agreement (including,  without  limitation,  those under Section 3.2(Grant of
Liens)  below)  or any of the Financing Documents  shall,  subject  to  the
terms, conditions  and  limitations, if any, set forth in this Agreement or
in any of the Financing Documents,   secure  (a)  the payment of all of the
Obligations, including, without limitation, any and  all Outstanding Letter
of  Credit Obligations, all Outstanding Bond Letter of  Credit  Obligations
and any  and  all  Agent's Obligations, and (b) the performance, compliance
with and observance by the Borrower of the provisions of this Agreement and
all of the other Financing  Documents  or  otherwise under the Obligations.
The security interest and Lien of each Lender  in  such property shall rank
equally  in  priority  with  the  interest of each other  Lender,  but  the
security  interest  and  Lien of the Agent  with  respect  to  the  Agent's
Obligations shall be superior  and  paramount  to the security interest and
Lien of the Lenders.  Notwithstanding the foregoing,  the security interest
and  Lien  of the Agent and/or any Lender with respect to  any  Obligations
under or in connection with, any interest rate or currency swap agreements,
cap, floor,  and  collar  agreements,  currency  spot, foreign exchange and
forward contracts and other similar agreements and  arrangements  permitted
by the provisions of this Agreement shall be junior and subordinate  to the
security  interest  and  Lien  of  the  Agent  with  respect to the Agent's
Obligations and junior and subordinate to the security interest and Lien of
the Lender with respect to all other Obligations.

     SECTION 0.3.2  GRANT OF LIENS.  The Borrower hereby  assigns,  pledges
and grants to the Agent, for the ratable benefit of the Lenders and for the
benefit  of  the  Agent with respect to the Agent's Obligations, and agrees
that the Agent and  the  Lenders  shall  have  a  perfected  and continuing
security  interest  in,  and  Lien  on, (a) all of the Borrower's Accounts,
Inventory, Chattel Paper, Documents,  Instruments,  Equipment,  Securities,
and  General  Intangibles,  whether  now  owned  or  existing  or hereafter
acquired  or arising, (b) all returned, rejected or repossessed goods,  the
sale or lease of which shall have given or shall give rise to an Account or
Chattel Paper,  (c)  all  insurance policies relating to the foregoing, (d)
all books and records in whatever  media  (paper,  electronic or otherwise)
recorded  or stored, with respect to the foregoing and  all  equipment  and
general intangibles  necessary  or  beneficial  to  retain,  access  and/or
process  the information contained in those books and records, and (e)  all
cash and non-cash  proceeds  and  products  of the foregoing.  The Borrower
further agrees that the Agent, for the ratable  benefit  of the Lenders and
for the benefit of the Agent with respect to the Agent's Obligations, shall
have in respect thereof all of the rights and remedies of  a  secured party
under  the  Uniform  Commercial  Code  as  well  as those provided in  this
Agreement, under each of the other Financing Documents and under applicable
Laws.   Notwithstanding  anything  to  the contrary contained  herein,  the
Collateral shall not include any rights  of  the Borrower under any Capital
Leases of Equipment or any other agreements if  and  to the extent any such
Capital  Leases or other agreements prohibit the collateral  assignment  or
pledge of  the  Borrower's  interest  therein, and such prohibition has not
been waived by the respective Person.

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

     SECTION 0.3.3  COLLATERAL DISCLOSURE LIST.  On or prior to the Closing
Date,  the  Borrower   shall  deliver  to  the  Agent  one  or  more  lists
(collectively, the "Collateral  Disclosure  List") which shall contain such
information with respect to the business and  real and personal property of
the Borrower and each Subsidiary Guarantor as the  Agent  may  require  and
shall  be  certified  by  a  Responsible  Officer  of the Borrower and each
Subsidiary  Guarantor,  as  appropriate, all in the form  provided  to  the
Borrower by the Agent.  Promptly  after  demand  by the Agent, the Borrower
shall furnish and shall cause each Subsidiary Guarantor  to  furnish to the
Agent  an update of the information contained in the Collateral  Disclosure
List at any time and from time to time as may be requested by the Agent.

     SECTION 0.3.4  PERSONAL   PROPERTY.   The  Borrower  acknowledges  and
agrees that it is the intention  of  the parties to this Agreement that the
Agent, for the ratable benefit of the  Lenders  and  for the benefit of the
Agent  with  respect  to  the  Agent's  Obligations,  except  as  otherwise
expressly  provided  in  Section 3.2 of this Agreement, shall  have  a  first
priority, perfected Lien (except that  the  Agent  acknowledges  and agrees
that  the Lien on  the Fixed and Capital Assets of the Borrower located  in
the State of Nevada, including, without limitation, the real property owned
by the  Borrower  in  the  State of Nevada shall be a second priority Lien,
subject to first priority Liens  as  set forth in Schedule 4.1.22), in form
and substance reasonably satisfactory  to the Agent and its counsel, on all
of the personal property of the Borrower  and  of each Subsidiary Guarantor
of any kind and nature whatsoever, whether now owned or hereafter acquired,
subject  only  to  the  Permitted  Liens,  if any. In  furtherance  of  the
foregoing:

               0.3.4.1   SECURITIES, CHATTEL PAPER, PROMISSORY NOTES, ETC.

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

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

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

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

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

     SECTION 0.3.5  RECORD   SEARCHES.    As   of   the  Closing  Date  and
thereafter, as determined by the Agent, at the time any  Financing Document
is  executed  and  delivered  by  the Borrower or any Subsidiary  Guarantor
pursuant to this Article 3 or any other  Section of  this  Agreement,  the
Agent  shall, in its reasonable discretion and if requested, have received,
in form  and  substance  satisfactory  to  the  Agent,  such Lien or record
searches with respect to the Borrower, each Subsidiary Guarantor and/or any
other Person who may be an obligor or pledgor with respect  to  any  of the
Obligations,  as  appropriate,  and  the property covered by such Financing
Document  showing  that  the Lien of such  Financing  Document  will  be  a
perfected first priority Lien  on  the  property  covered by such Financing
Document subject only to Permitted Liens or to such  other Liens or matters
as  the  Agent  may  approve.   Notwithstanding  the foregoing,  the  Agent
acknowledges and agrees that the Borrower shall be  obligated  to reimburse
the Agent only for actual out-of-pocket costs and expenses relating to Lien
and  record searches and only to the extent ordered by the Agent  (i)  one-
time only  after  the  Closing  Date  to  confirm  the  due filing and Lien
priority of the Agent and the Lenders, (ii) not more frequently  than  once
in  any  given calendar year after the Closing Date prior to the occurrence
of a Default  or  an  Event  of Default, and (iii) in addition, at any time
following the occurrence of a Default or an Event of Default.

     SECTION 0.3.6  REAL PROPERTY.   The  Borrower  acknowledges and agrees
that it is the intention of the parties to this Agreement  that  the Agent,
for  the  ratable  benefit of the Lenders and for the benefit of the  Agent
with respect to the  Agent's  Obligations,  shall  have  a  first priority,
perfected  Lien,  in form and substance satisfactory to the Agent  and  its
counsel, on all real  property  of  any kind and nature whatsoever, whether
now  owned  or  hereafter  acquired  by  the  Borrower  or  any  Subsidiary
Guarantor, subject only to the Permitted Liens,  if any, and subject to the
provisions  of  Section 3.7 below, excluding, however,  any  real  property
leased by the Borrower or any Subsidiary Guarantor.

          With respect  to  each  parcel  of real property now owned by the
Borrower  and/or  a  Subsidiary Guarantor (other  than  the  real  property
located at 160 Industrial  Drive, Winchester, Virginia), the Borrower shall
execute and deliver and, subject  to  the terms of Section 3.7 below, shall
cause each Subsidiary Guarantor, as appropriate, to execute and deliver, on
the  Closing Date, a deed of trust or a  mortgage  or  other  document,  as
appropriate,  which  deed of trust, mortgage and/or other document shall be
included among the Financing  Documents.   With  respect  to  real property
acquired  in  fee  by  the  Borrower or any Subsidiary Guarantor after  the
Closing  Date  (whether  by  merger   or   otherwise,   including,  without
limitation, Assets acquired by the Borrower upon closing  and  consummation
of  the  BTP/Borrower  Transaction  and/or  BIC/Borrower Transaction),  the
Borrower shall grant and, subject to the terms  of Section 3.7 below, shall
cause each Subsidiary Guarantor, as appropriate,  to  grant, promptly after
acquisition thereof, a Lien covering such real property  to  the Agent, for
the  ratable benefit of the Lenders and for the benefit of the  Agent  with
respect  to  the  Agent's  Obligations, under the provisions of a mortgage,
deed of trust or other document,  as  appropriate.  Each Financing Document
to be executed and delivered pursuant hereto shall:

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

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

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

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

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

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

     SECTION 0.3.7  SUBSIDIARY GUARANTOR  ASSETS.   As  of the Closing Date
and  until  final  closing  and  consummation  of  the  Loan  Restructuring
Transaction, the Borrower agrees that (i) all Obligations shall  be secured
by  a direct first priority Lien (subject only to Permitted Liens)  on  all
Assets and properties of the Borrower and (ii) all Obligations with respect
to each  Subsidiary  Guarantor's guaranty of the Revolving Loan, including,
without limitation, any  Letters  of  Credit  issued  under  as part of the
Revolving  Credit  Facility  in  an  aggregate principal amount up  to  the
greater  of  (1)  Twenty-eight Million Dollars  ($28,000,000)  or  (2)  the
"Borrowing Base" (as  defined  in  the  Indenture),  shall  be secured by a
direct first priority Lien (subject only to Permitted Liens)  on all Assets
and properties of each of the Subsidiary Guarantors.  The Borrower  further
covenants   and   agrees   upon   closing  and  consummation  of  the  Loan
Restructuring Transaction, the Borrower  shall  take such actions and shall
cause each of the Subsidiary Guarantors to take such  actions  as  shall be
reasonably  required by the Agent to grant to the Agent for the benefit  of
the Lenders ratably  and  the  Agent a first priority Lien (subject only to
Permitted Liens) on all Assets and  properties  of the Borrower and each of
the Subsidiary Guarantors as additional security for all of the Obligations
and to cause each Subsidiary Guarantor to unconditionally  and  irrevocably
and  jointly and severally guaranty payment and performance of all  of  the
Obligations in accordance with the terms of the Guaranty.  In addition, the
Borrower  further covenants and agrees upon closing and consummation of the
BTP/Borrower  Transaction  or  the  BIC/Borrower  Transaction, the Borrower
shall take such actions as shall be reasonably required  by  the  Agent  to
grant  to  the Agent for the benefit of the Lenders ratably and the Agent a
first priority  Lien  (subject  only  to Permitted Liens) on all Assets and
properties  of  the  Borrower  previously  owned  by  BTP  and/or  BIC,  as
appropriate.

     SECTION 0.3.8  COSTS.  The Borrower agrees  to  pay,  as  part  of the
Enforcement  Costs  and to the fullest extent permitted by applicable Laws,
on demand all reasonable  costs,  fees  and  expenses incurred by the Agent
and/or  any  of  the  Lenders  in connection with the  taking,  perfection,
preservation, protection and/or  release  of  a  Lien  on  the  Collateral,
including,  without  limitation,  with  respect to all actions required  to
effect  any  of  the  provisions  of Section 3.7  above,  and  any  of  the
following:

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

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

                    (c) all title insurance premiums and costs;

                    (d) all costs of Lien and record searches;

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

                    (f) appraisal and/or survey costs; and

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

     SECTION 0.3.9  RELEASE.   Upon the  payment  and  performance  of  all
Obligations of the Borrower and  all  obligations  and  liabilities of each
other Subsidiary Guarantor, under this Agreement and/or under  any  or  all
other  Financing Documents, the termination and/or expiration of all of the
Commitments,  all  Letters  of  Credit,  all  Bond  Letters  of Credit, all
Outstanding  Bond Letter of Credit Obligations, and all Outstanding  Letter
of Credit Obligations,  upon  the  Borrower's request and at the Borrower's
sole cost and expense, the Agent shall  release  and/or terminate the Liens
of any and all of the Financing Documents.

     SECTION 0.3.10 INCONSISTENT  PROVISIONS.   In  the   event   that  the
provisions  of  any Financing Document directly conflict with any provision
of this Agreement, the provisions of this Agreement shall govern.

                             ARTICLE 4

                  REPRESENTATIONS AND WARRANTIES

     SECTION 0.4.1  REPRESENTATIONS    AND    WARRANTIES.    The   Borrower
represents and warrants to the Agent and the Lenders, as follows:

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

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

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

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

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

               0.4.1.6   NO DEFAULTS, VIOLATIONS. As of the Closing Date:

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

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

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

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

               0.4.1.9   INVESTMENT COMPANY ACT; MARGIN SECURITIES.

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

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

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

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

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

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

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

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

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

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

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

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

               0.4.1.21  PRESENCE  OF  HAZARDOUS   MATERIALS  OR  HAZARDOUS
                         MATERIALS CONTAMINATION.

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

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


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

               0.4.1.23  PLACES OF BUSINESS AND LOCATION OF COLLATERAL.

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

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

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

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

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

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

               0.4.1.29  CONTAINER  PURCHASE  AGREEMENT  TRANSACTION.   The
Agent has received true and correct photocopies  of  the Container Purchase
Agreement  and  each  of the other Container Purchase Agreement  Documents,
executed, delivered and/or  furnished  on  or  before  the  Closing Date in
connection with the Container Purchase Agreement Transaction.   Neither the
Container  Purchase  Agreement  nor  any  of  the  other Container Purchase
Agreement  Documents  have been modified, changed, supplemented,  canceled,
amended or otherwise altered, except as otherwise disclosed to the Agent in
writing on or before the Closing Date.

               0.4.1.30  BTP/BORROWER    TRANSACTION.    Immediately   upon
closing and consummation of the BTP/Borrower  Transaction,  the Agent shall
have  received  true  and  correct  photocopies of each of the BTP/Borrower
Transaction Documents.  None of the BTP/Borrower Transaction Documents have
been or shall have been modified, changed,  supplemented, canceled, amended
or otherwise altered, except as otherwise disclosed to the Agent in writing
on or before the closing and consummation of  the BTP/Borrower Transaction.
The  BTP/Borrower Transaction has been or shall  be  effected,  closed  and
consummated  pursuant  to, and in accordance with, the terms and conditions
of the BTP/Borrower Transaction Documents and all applicable agreements and
contracts and with all applicable Laws.

               0.4.1.31  LOAN  RESTRUCTURING TRANSACTION.  Immediately upon
closing and consummation of the  Loan  Restructuring Transaction, the Agent
shall  have  received true and correct photocopies  of  each  of  the  Loan
Restructuring  Documents.   None  of  the Loan Restructuring Documents have
been or shall have been modified, changed,  supplemented, canceled, amended
or otherwise altered, except as otherwise disclosed to the Agent in writing
on  or  before  the  closing  and consummation of  the  Loan  Restructuring
Transaction.  The Loan Restructuring  Transaction  has  been  or  shall  be
effected,  closed  and consummated pursuant to, and in accordance with, the
terms and conditions  of  the  Loan Restructuring Transaction Documents and
all applicable agreements and contracts and with all applicable Laws.

               0.4.1.32  BIC/BORROWER    TRANSACTION.    Immediately   upon
closing and consummation of the BIC/Borrower  Transaction,  the Agent shall
have  received  true  and  correct  photocopies of each of the BIC/Borrower
Transaction Documents.  None of the BIC/Borrower Transaction Documents have
been or shall have been modified, changed,  supplemented, canceled, amended
or otherwise altered, except as otherwise disclosed to the Agent in writing
on or before the closing and consummation of  the BIC/Borrower Transaction.
The  BIC/Borrower Transaction has been or shall  be  effected,  closed  and
consummated  pursuant  to, and in accordance with, the terms and conditions
of the BIC/Borrower Transaction Documents and all applicable agreements and
contracts and with all applicable Laws.

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

     SECTION 0.4.2  SURVIVAL; UPDATES OF REPRESENTATIONS AND WARRANTIES.

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

                             ARTICLE 5

                       CONDITIONS PRECEDENT

     SECTION 0.5.1  CONDITIONS TO THE INITIAL ADVANCE AND INITIAL LETTER OF
                    CREDIT.

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

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

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

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

                    (c) a  certificate  dated as of the Closing Date by the
     Secretary or an Assistant Secretary of the Borrower covering:

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

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

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

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

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


                                -5-

<PAGE>

                                 


               0.5.1.3   ORGANIZATIONAL DOCUMENTS - SUBSIDIARY GUARANTOR.

     The Agent shall have received for each Subsidiary Guarantor:

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

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

                    (c) a certificate dated as of the Closing Date  by  the
     Secretary  or  an  Assistant  Secretary  of  each  Corporate Guarantor
     covering:

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

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

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

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

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

               0.5.1.4   CONSENTS, LICENSES, APPROVALS, ETC.The Agent shall
have  received copies of all consents, licenses and approvals, required  in
connection   with   the  execution,  delivery,  performance,  validity  and
enforceability  of the  Financing  Documents,  and  the  PackerWare  Merger
Agreement Documents,  and such consents, licenses and approvals shall be in
full force and effect.
               0.5.1.5   NOTES.  The Agent shall have received for delivery
to each of the Lenders  the Term Notes and the Revolving Credit Notes, each
conforming to the requirements hereof and executed by a Responsible Officer
of the Borrower and attested  by  a  duly  authorized representative of the
Borrower.

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

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

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

               0.5.1.9   PAYMENT  OF FEES.  The Agent and the Lenders shall
have received payment of any Fees due on or before the Closing Date.

               0.5.1.10  COLLATERAL  DISCLOSURE  LIST.   The Borrower shall
have delivered the Collateral Disclosure List required under the provisions
of Section 3.3 (Collateral  Disclosure  List)  hereof  duly  executed  by  a
Responsible  Officer  of  the  Borrower  and each Subsidiary Guarantor,  as
appropriate.

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

               0.5.1.12  INSURANCE   CERTIFICATE.   The  Agent  shall  have
received  an insurance certificate in accordance  with  the  provisions  of
Section 6.1.17 (Insurance)and Section 6.1.17 (Insurance With Respect to
Equipment and Inventory) of this Agreement.

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

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

               0.5.1.15  FIELD EXAMINATION.  The Agent shall have completed
a field examination and audit of the business, operations and income of the
Borrower  and  each  Subsidiary  Guarantor,  the  results  of  which  field
examination and audit  shall  be in all respects acceptable to the Agent in
its sole and absolute discretion  and  shall  include reference discussions
with key customers and vendors.

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

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

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

               0.5.1.19  PACKERWARE MERGER AGREEMENT TRANSACTION.
                    (a)  The PackerWare Merger Transaction shall  have been
completed  and  closed  prior to or simultaneously herewith upon terms  and
conditions reasonably satisfactory  to  the  Agent,  in accordance with the
PackerWare Merger Agreement and all applicable Laws.

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

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

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

     SECTION 0.5.2. CONDITIONS TO ALL EXTENSIONS OF CREDIT.  The making  of
all  advances under the Loans and the issuance of all Letters of Credit and
all Bond  Letters  of Credit is subject to the fulfillment of the following
conditions precedent  in  a  manner  reasonably  satisfactory  in  form and
substance to the Agent:

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

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

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

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

                             ARTICLE 6

                     COVENANTS OF THE BORROWER

     SECTION 0.6.1  AFFIRMATIVE  COVENANTS.   So  long   as   any   of  the
Obligations   (or  any  the  Commitments  therefor)  shall  be  outstanding
hereunder, the Borrower agrees jointly and severally with the Agent and the
Lenders as follows:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

               0.6.1.11  NOTIFICATION  OF  EVENTS  OF  DEFAULT  AND ADVERSE
                         DEVELOPMENTS.

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

                    (a)  any Event of Default;

                    (b) any Default;

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

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

                    (e) the proposed and actual closing and consummation of
     the  BTP/Borrower  Transaction,  the BIC/Borrower Transaction, and the
     Loan Restructuring Transaction or  the  inability  or failure to close
     and  consummate  any  aspect  of the BTP/Borrower Transaction  or  the
     BIC/Borrower Transaction for any  reason  as  and when required by the
     provisions of this Agreement; and

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

in  each  case describing in detail satisfactory to the  Agent  the  nature
thereof and  the action the Borrower or any Subsidiary, as the case may be,
proposes to take, if any, with respect thereto.
               0.6.1.12  HAZARDOUS  MATERIALS; CONTAMINATION.  The Borrower
agrees to:

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

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

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

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

               0.6.1.13  FINANCIAL COVENANTS.

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

DATE                                    AMOUNT

March 31, 1997                          $47,000,000
June 30, 1997                           $48,000,000
September 30, 1997                      $49,000,000
December 31, 1997                       $51,600,000
March 31, 1998                          $52,000,000
June 30, 1998                           $54,000,000
September 30, 1998                      $56,000,000
December 31, 1998                       $58,300,000
March 31, 1999                          $59,000,000
June 30, 1999                           $62,500,000
September 30, 1999                      $64,000,000
December 31, 1999                       $67,000,000
March 31, 2000                          $69,000,000
June 30, 2000                           $73,000,000
September 30, 2000                      $75,000,000
December 31, 2000                       $77,500,000
March 31, 2001                          $79,000,000


                                -6-

<PAGE>






June 30, 2001                           $81,000,000
September 30, 2001                      $85,000,000
December 31, 2001                       $88,000,000

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

DATE                                    RATIO

March 31, 1997                          4.50 to 1.00
June 30, 1997                           4.50 to 1.00
September 30, 1997                      4.50 to 1.00
December 31, 1997                       4.50 to 1.00
March 31, 1998                          4.00 to 1.00
June 30, 1998                           4.00 to 1.00
September 30, 1998                      3.75 to 1.00
December 31, 1998                       3.50 to 1.00
March 31, 1999                          3.50 to 1.00
June 30, 1999                           3.50 to 1.00
September 30, 1999                      3.50 to 1.00
December 31, 1999                       3.50 to 1.00
March 31, 2000                          3.50 to 1.00
June 30, 2000                           3.50 to 1.00
September 30, 2000                      3.50 to 1.00
December 31, 2000                       2.50 to 1.00
March 31, 2001                          2.50 to 1.00
June 30, 2001                           2.50 to 1.00
September 30, 2001                      2.50 to 1.00
December 31, 2001                       2.00 to 1.00

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

PERIOD                                  RATIO

March 31, 1997                          1.30 to 1.00
June 30, 1997                           1.75 to 1.00
September 30, 1997                      2.00 to 1.00
December 31, 1997                       2.00 to 1.00
March 31, 1998                          1.50 to 1.00
June 30, 1998                           2.20 to 1.00
September 30, 1998                      2.25 to 1.00
December 31, 1998                       2.50 to 1.00
March 31, 1999                          1.75 to 1.00
June 30, 1999                           2.50 to 1.00
September 30, 1999                      2.75 to 1.00
December 31, 1999                       2.75 to 1.00
March 31, 2000                          1.75 to 1.00
June 30, 2000                           2.50 to 1.00
September 30, 2000                      2.75 to 1.00
December 31, 2000                       3.00 to 1.00
March 31, 2001                          1.75 to 1.00
June 30, 2001                           2.50 to 1.00
September 30, 2001                      2.75 to 1.00
December 31, 2001                       3.00 to 1.00

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

PERIOD                                  RATIO

June 30, 1997                           0.10 to 1.00
September 30, 1997                      0.50 to 1.00
December 31, 1997                       1.00 to 1.00
June 30, 1998                           0.50 to 1.00
September 30, 1998                      0.70 to 1.00
December 31, 1998                       1.00 to 1.00
March 31, 1999                          0.50 to 1.00
June 30, 1999                           1.00 to 1.00
September 30, 1999                      1.00 to 1.00
December 31, 1999                       1.10 to 1.00
March 31, 2000                          0.50 to 1.00
June 30, 2000                           1.00 to 1.00
September 30, 2000                      1.00 to 1.00
December 31, 2000                       1.15 to 1.00
March 31, 2001                          1.00 to 1.00
June 30, 2001                           1.00 to 1.00
September 30, 2001                      1.00 to 1.00
December 31, 2001                       1.15 to 1.00

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

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

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

               0.6.1.17  INSURANCE  WITH  RESPECT  TO  EQUIPMENT   AND
                         INVENTORY.

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

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



                                -7-

<PAGE>





               0.6.1.19  DEFENSE OF TITLE AND FURTHER ASSURANCES.

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

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

               0.6.1.21  SUBSEQUENT OPINION OF COUNSEL AS TO RECORDING
                         REQUIREMENTS.

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

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

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

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

               0.6.1.25  BTP/BORROWER   TRANSACTION.    The   Borrower
agrees to close and consummate the BTP/Borrower Transaction as soon as
commercially possible, but in any event within  sixty (60) days of the
Closing  Date.   The  BTP/Borrower  Transaction shall  be  closed  and
consummated in accordance with all applicable  Laws  and  on terms and
conditions reasonably acceptable to the Agent.  The Borrower agrees to
furnish to the Agent copies of all BTP/Borrower Transaction  Documents
as  soon  as  available  (including,  without limitation, articles  of
merger, if applicable) and such other information  and  items  as  the
Agent   may  reasonably  request  with  respect  to  the  BTP/Borrower
Transaction.

     If the  BTP/Borrower  Transaction consists of a merger of BTP and
the Borrower, then (i) the Borrower must be the surviving corporation,
(ii)  contemporaneously with  the  closing  and  consummation  of  the
BTP/Borrower  Transaction,  the  Borrower shall execute and deliver to
the  Agent,  at  the  Borrower's  expense,  such  additional  Security
Documents as the Agent shall reasonably  require  to  continue, grant,
confirm,  affirm,  ratify  and  extend the Lien of the Agent  and  the
Lenders  on  all  Assets formerly owned  by  BTP,  including,  without
limitation, Security  Documents  which  shall  provide  that  all such
Assets  shall  secure  repayment  of  all Obligations, (iii) the Agent
shall have received as soon as available,  but in any event within ten
(10) days of the closing of the BTP/Borrower Transaction:

          (a)  a  certificate  of  good  standing   certified  by  the
     Secretary  of State, or other appropriate Governmental  Authority
     of the Borrower's state of incorporation, dated subsequent to the
     effective date of the BTP/Borrower Transaction;

          (b) a certificate  dated  as  of  the  effective date of the
     BTP/Borrower  Transaction  by  the  Secretary  or   an  Assistant
     Secretary  of the Borrower covering (1) true and complete  copies
     of the articles  of  merger  and all amendments to the Borrower's
     corporate charter and bylaws, if any, after the Closing Date, (2)
     true  and complete copies of the  resolutions  of  the  Board  of
     Directors  of  the  Borrower and BTP, as appropriate, authorizing
     (i) the closing and consummation of the BTP/Borrower Transaction,
     (ii) the execution, delivery  and  performance  of  the  Security
     Documents   required   by   the  Agent  in  connection  with  the
     BTP/Borrower  Transaction,  and   (iii)   the   granting   and/or
     ratification of the Liens contemplated by the Security Documents;
     and

          (c)  the  favorable  opinion of counsel for the Borrower and
     BTP addressed to the Agent  and  the  Lenders in form and content
     satisfactory to the Agent opining as to (i) the due authorization
     of the execution and delivery of the Security  Documents required
     by the Agent in connection with the BTP/Borrower  Transaction and
     all   BTP/Borrower  Transaction  Documents,  (ii)  the  validity,
     binding  nature and enforceability of all such Security Documents
     and BTP/Borrower  Transaction  Documents,  and  (iii)  such other
     matters as the Agent may reasonably require.

     If  the  BTP/Borrower  Transaction  consists  of a sale-leaseback
transaction,  then  (i)  all  Assets  of  BTP  (other than  Inventory,
Accounts  and General Intangibles) must be sold to  the  Borrower  for
fair value and thereafter immediately leased back to BTP in accordance
with the terms  of  a written lease agreement reasonably acceptable to
the Agent, (ii) contemporaneously with the closing and consummation of
the BTP/Borrower Transaction,  the  Borrower  and BTP, as appropriate,
shall execute and deliver to the Agent, at the Borrower's expense, (a)
such  additional  Security  Documents  as the Agent  shall  reasonably
require to continue, grant, confirm, affirm,  ratify  and  extend  the
Lien of the Agent and the Lenders on all Assets formerly owned by BTP,
including,  without limitation, Security Documents which shall provide
that all such Assets shall secure repayment of all Obligations and (b)
a written subordination  agreement  in  form and content acceptable to
the Agent which shall provide for the subordination  of BTP's lease of
the Assets to the Lien of the Agent and the Lenders, (iii)  the  Agent
shall have received as soon as available, but in any event within  ten
(10) days of the closing of the BTP/Borrower Transaction:

          (a)  a  certificate  dated  as  of the effective date of the
     BTP/Borrower  Transaction  by  the  Secretary   or  an  Assistant
     Secretary  of  the  Borrower  and BTP covering true and  complete
     copies  of  the resolutions of the  Board  of  Directors  of  the
     Borrower and BTP, as appropriate, authorizing (i) the closing and
     consummation of the BTP/Borrower Transaction, (ii) the execution,
     delivery and  performance  of  the Security Documents required by
     the Agent in connection with the BTP/Borrower Transaction and all
     other agreements, documents and instruments required to close and
     consummate  the  BTP/Borrower  Transaction,   including,  without
     limitation, all bills of sale, deeds, and leases,  and  (iii) the
     granting  and/or  ratification  of the Liens contemplated by  the
     Security Documents; and

          (b) the favorable opinion of  counsel  for  the Borrower and
     BTP  addressed to the Agent and the Lenders in form  and  content
     satisfactory to the Agent opining as to (i) the due authorization
     of the  execution and delivery of the Security Documents required
     by the Agent  in connection with the BTP/Borrower Transaction and
     the  BTP/Borrower   Transaction  Documents,  (ii)  the  validity,
     binding nature and enforceability  of all such Security Documents
     and  BTP/Borrower Transaction Documents,  and  (iii)  such  other
     matters as the Agent may reasonably require.

Notwithstanding the foregoing, the Agent and the Lenders agree that if
the  Borrower   consummates  the  Loan  Restructuring  Transaction  in
accordance with the  provisions  of this Agreement, the Borrower shall
not be required to consummate the BTP/Borrower Transaction pursuant to
this Section 6.1.25.  In addition,  if  the  Borrower  consummates the
BTP/Borrower Transaction, and then subsequently consummates  the  Loan
Restructuring  Transaction,  the  Borrower  shall be permitted to take
such  actions  as  may  be  appropriate  to  unwind  the  BTP/Borrower
Transaction; provided, that after giving effect to any such actions to
unwind the BTP/Borrower Transaction the Liens  of  the  Agent  and the
Lenders  on  all  Assets of the Borrower and each Subsidiary Guarantor
and the respective  obligations  of  the  Borrower  and the Subsidiary
Guarantors  to the Agent and the Lenders shall continue  uninterrupted
by any such actions in any material respect.

               0.6.1.26  BIC/BORROWER   TRANSACTION.    The   Borrower
agrees to close and consummate the BIC/Borrower Transaction as soon as
commercially  possible,  but  in any event within one (1) year of  the
Closing  Date.   The BIC/Borrower  Transaction  shall  be  closed  and
consummated in accordance  with  all  applicable Laws and on terms and
conditions reasonably acceptable to the Agent.  The Borrower agrees to
furnish to the Agent copies of all BIC/Borrower  Transaction Documents
as  soon  as  available  (including, without limitation,  articles  of
merger, if any) and such other  information and items as the Agent may
reasonably request with respect to the BIC/Borrower Transaction.

     If the BIC/Borrower Transaction  consists  of a merger of BIC and
the Borrower, then (i) the Borrower must be the surviving corporation,
(ii)  contemporaneously  with  the  closing  and consummation  of  the
BIC/Borrower Transaction, the Borrower shall execute  and  deliver  to
the  Agent,  at  the  Borrower's  expense,  such  additional  Security
Documents  as  the  Agent shall reasonably require to continue, grant,
confirm, affirm, ratify  and  extend  the  Lien  of  the Agent and the
Lenders  on  all  Assets  formerly  owned  by BIC, including,  without
limitation,  Security  Documents  which shall provide  that  all  such
Assets  shall secure repayment of all  Obligations,  (iii)  the  Agent
shall have  received as soon as available, but in any event within ten
(10) days of the closing of the BIC/Borrower Transaction:

          (a)   a  certificate  of  good  standing  certified  by  the
     Secretary of  State,  or other appropriate Governmental Authority
     of the Borrower's state of incorporation, dated subsequent to the
     effective date of the BIC/Borrower Transaction;

          (b) a certificate  dated  as  of  the  effective date of the
     BIC/Borrower  Transaction  by  the  Secretary  or   an  Assistant
     Secretary  of the Borrower covering (1) true and complete  copies
     of the articles  of  merger  and all amendments to the Borrower's
     corporate charter and bylaws, if any, after the Closing Date, (2)
     true  and complete copies of the  resolutions  of  the  Board  of
     Directors  of  the  Borrower and BIC, as appropriate, authorizing
     (i) the closing and consummation of the BIC/Borrower Transaction,
     (ii) the execution, delivery  and  performance  of  the  Security
     Documents   required   by   the  Agent  in  connection  with  the
     BIC/Borrower  Transaction,  and   (iii)   the   granting   and/or
     ratification of the Liens contemplated by the Security Documents;
     and

          (c)  the  favorable  opinion of counsel for the Borrower and
     BIC addressed to the Agent  and  the  Lenders in form and content
     satisfactory to the Agent opining as to (i) the due authorization
     of the execution and delivery of the Security  Documents required
     by the Agent in connection with the BIC/Borrower  Transaction and
     the   BIC/Borrower  Transaction  Documents,  (ii)  the  validity,
     binding  nature and enforceability of all such Security Documents
     and the BIC/Borrower  Transaction Documents, and (iii) such other
     matters as the Agent may reasonably require.

     If  the BIC/Borrower Transaction  consists  of  a  sale-leaseback
transaction,  then  (i)  all  Assets  of  BIC  (other  than Inventory,
Accounts  and  General  Intangibles) must be sold to the Borrower  for
fair value and thereafter immediately leased back to BIC in accordance
with the terms of a written  lease  agreement reasonably acceptable to
the Agent, (ii) contemporaneously with the closing and consummation of
the BIC/Borrower Transaction, the Borrower  and  BIC,  as appropriate,
shall execute and deliver to the Agent, at the Borrower's expense, (a)
such  additional  Security  Documents  as  the  Agent shall reasonably
require  to continue, grant, confirm, affirm, ratify  and  extend  the
Lien of the Agent and the Lenders on all Assets formerly owned by BIC,
including,  without limitation, Security Documents which shall provide
that all such Assets shall secure repayment of all Obligations and (b)
a written subordination  agreement  in  form and content acceptable to
the Agent which shall provide for the subordination  of BIC's lease of
the Assets to the Lien of the Agent and the Lenders, (iii)  the  Agent
shall have received as soon as available, but in any event within  ten
(10) days of the closing of the BIC/Borrower Transaction:

          (a)  a  certificate  dated  as  of the effective date of the
     BIC/Borrower  Transaction  by  the  Secretary   or  an  Assistant
     Secretary  of  the  Borrower  and BIC covering true and  complete
     copies  of  the resolutions of the  Board  of  Directors  of  the
     Borrower and BIC, as appropriate, authorizing (i) the closing and
     consummation of the BIC/Borrower Transaction, (ii) the execution,
     delivery and  performance  of  the Security Documents required by
     the Agent in connection with the BIC/Borrower Transaction and all
     other agreements, documents and instruments required to close and
     consummate  the  BIC/Borrower  Transaction,   including,  without
     limitation, all bills of sale, deeds, and leases,  and  (iii) the
     granting  and/or  ratification  of the Liens contemplated by  the
     Security Documents; and

          (b) the favorable opinion of  counsel  for  the Borrower and
     BIC  addressed to the Agent and the Lenders in form  and  content
     satisfactory to the Agent opining as to (i) the due authorization
     of the  execution and delivery of the Security Documents required
     by the Agent  in connection with the BIC/Borrower Transaction and
     the  BIC/Borrower   Transaction  Documents,  (ii)  the  validity,
     binding nature and enforceability  of all such Security Documents
     and BIC/Borrower Transaction, and (iii) such other matters as the
     Agent may reasonably require.

     If the BIC/Borrower Transaction consists  of  a  sale  of  all or
substantially  all  of  the Assets of BIC, without a lease back of any
Assets to BIC, then (i) all Assets of BIC must be sold to the Borrower
for  fair  value and in accordance  with  all  applicable  Laws,  (ii)
contemporaneously   with   the   closing   and   consummation  of  the
BIC/Borrower Transaction, the Borrower and BIC, as  appropriate, shall
execute and deliver to the Agent, at the Borrower's expense,  (a) such
additional Security Documents as the Agent shall reasonably require to
continue,  grant,  confirm, affirm, ratify and extend the Lien of  the
Agent and the Lenders  on all Assets formerly owned by BIC, including,
without limitation, Security  Documents  which  shall provide that all
such Assets shall secure repayment of all Obligations and (b) bills of
sale, deeds and assignments and such other documents  which  effect  a
transfer of title, all to be in form in form and content acceptable to
the  Agent,  (iii) the Agent shall have received as soon as available,
but  in  any event  within  ten  (10)  days  of  the  closing  of  the
BIC/Borrower Transaction:

          (a)  a  certificate  dated  as  of the effective date of the
     BIC/Borrower  Transaction  by  the  Secretary   or  an  Assistant
     Secretary  of  the  Borrower  and BIC covering true and  complete
     copies  of  the resolutions of the  Board  of  Directors  of  the
     Borrower and BIC, as appropriate, authorizing (i) the closing and
     consummation of the BIC/Borrower Transaction, (ii) the execution,
     delivery and  performance  of  the Security Documents required by
     the Agent in connection with the BIC/Borrower Transaction and all
     other agreements, documents and instruments required to close and
     consummate  the  BIC/Borrower  Transaction,   including,  without
     limitation, all bills of sale, and deeds, and (iii)  the granting
     and/or  ratification  of  the  Liens contemplated by the Security
     Documents; and

          (b) the favorable opinion of  counsel  for  the Borrower and
     BIC  addressed to the Agent and the Lenders in form  and  content
     satisfactory to the Agent opining as to (i) the due authorization
     of the  execution and delivery of the Security Documents required
     by the Agent  in connection with the BIC/Borrower Transaction and
     all  BIC/Borrower   Transaction  Documents,  (ii)  the  validity,
     binding nature and enforceability  of all such Security Documents
     and  BIC/Borrower Transaction Documents,  and  (iii)  such  other
     matters as the Agent may reasonably require.

Notwithstanding the foregoing, the Agent and the Lenders agree that if
the  Borrower   consummates  the  Loan  Restructuring  Transaction  in
accordance with the  provisions  of this Agreement, the Borrower shall
not be required to consummate the BIC/Borrower Transaction pursuant to
this Section 6.1.26.  In addition,  if  the  Borrower  consummates the
BIC/Borrower Transaction, and then subsequently consummates  the  Loan
Restructuring  Transaction,  the  Borrower  shall be permitted to take
such  actions  as  may  be  appropriate  to  unwind  the  BIC/Borrower
Transaction; provided, that after giving effect to any such actions to
unwind the BIC/Borrower Transaction the Liens  of  the  Agent  and the
Lenders  on  all  Assets of the Borrower and each Subsidiary Guarantor
and the respective  obligations  of  the  Borrower  and the Subsidiary
Guarantors  to the Agent and the Lenders shall continue  uninterrupted
by any such actions in any material respect.

     SECTION 0.6.2  NEGATIVE   COVENANTS.   So  long  as  any  of  the
Obligations or the Commitments or Letters of Credit or Bond Letters of
Credit shall be outstanding, the  Borrower  agrees  with the Agent and
the Lenders that:


                                -8-

<PAGE>




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

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

               (a)  Permitted Acquisitions;

               (b)  Permitted Asset Dispositions;

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

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

               (e) the use  and  disposition of Net Casualty Proceeds,
     but only as and to the extent  permitted  by  the  provisions  of
     Section 6.1.24 of this Agreement;
               (f)  the  sale  of any Assets purchased by the Borrower
     under the provisions of the  Container Purchase Agreement, except
     to the extent that any such Assets  are  at  any time included in
     the Borrowing Base;

               (g)  the BTP/Borrower Transaction; and

               (h)  the BIC/Borrower Transaction.

Any  consent  of  the  Agent  to an Asset disposition which  does  not
constitute  a Permitted Asset Disposition  may  be  conditioned  on  a
specified use of the Net Proceeds generated by such Asset Disposition.

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

               0.6.2.3   PURCHASE   OR   REDEMPTION   OF   SECURITIES,
                         DIVIDEND RESTRICTIONS.

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

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

                    (a) the Obligations;

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

                    (c) Indebtedness secured by Permitted Liens;

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

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

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

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

                    (h)  Capital Leases;

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

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

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

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

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

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

               0.6.2.5   INVESTMENTS, LOANS AND OTHER TRANSACTIONS.

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

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

FISCAL YEAR                        CAPITAL EXPENDITURE CEILING

1997                               $22,500,000
1998                               $21,000,000
1999                               $21,000,000
2000                               $23,000,000
2001                               $25,000,000

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

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

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

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

                    (b)  any  amendment  or  modification  of  to  the
     documents  evidencing  or securing the Subordinated Indebtedness,
     other than as contemplated by the Loan Restructuring Transaction;
     and

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

               0.6.2.9   LIENS.  The Borrower agrees that it  (a) will
not create, incur, assume or suffer to exist any Lien upon any  of its
properties  or  Assets,  whether  now  owned or hereafter acquired, or
permit  any Subsidiary so to do, except for  (i)  Liens  securing  the
Obligations  and (ii) Permitted Liens, (b) will not allow or suffer to
exist any Permitted  Liens  to  be  superior  to  Liens  securing  the
Obligations,  or  permit  any  Subsidiary  so  to  do,  except for (i)
statutory  landlord's  Liens with respect to which the Agent  has  not
obtained a landlord's waiver  and  subordination,  (ii) existing Liens
securing Indebtedness for Borrowed Money under and in  connection with
the Bonds, and (iii) Liens which have priority as a matter  of law and
which  do  not  otherwise  constitute or give rise to a Default or  an
Event of Default and for which  the  Agent  has  established a reserve
against the Borrowing Base in an amount to be determined  by the Agent
in its reasonable discretion, (c) except as otherwise permitted by the
provisions  of  this Agreement, will not enter into any contracts  for
the consignment of goods, will not execute or suffer the filing of any
financing statements  or  the  posting  of  any signs giving notice of
consignments, and will not, as a material part of its business, engage
in the sale of goods belonging to others, or  permit any Subsidiary so
to do, and (d) will not allow or suffer to exist  the  failure  of any
Lien  described  in the Security Documents to attach to, and/or remain
at all times perfected  on,  any  of  the  property  described  in the
Security  Documents, except with respect to any Assets disposed of  as
part of a Permitted Asset Disposition.
               0.6.2.10  TRANSACTIONS  WITH  AFFILIATES.   Neither the
Borrower  nor  any of its Subsidiaries will enter into any transaction
with any Affiliate  except in the ordinary course of business, in each
case, upon terms no less  favorable  to the Borrower or any Subsidiary
then  would be obtained in an arms-length,  third  party  transaction.
The  foregoing   provision  shall  not  restrict  (i)  any  employment
agreement entered  into  by the Borrower or any of its Subsidiaries in
the ordinary course of business and consistent with the past practices
of the Borrower and/or any  such Subsidiary, (ii) transactions between
or  among  the  Borrower  and/or   the  Subsidiary  Guarantors,  (iii)
transactions between First Atlantic  Capital, Ltd. ("First Atlantic"),
pursuant to the Second Amended and Restated Management Agreement dated
as  of  June  18, 1996, as amended to the  date  hereof  or  otherwise
amended with the Agent's prior written consent (solely for purposes of
this Section 6.2.10),  between  the  Borrower and First Atlantic, (iv)
the payment of Distributions permitted  by  Section 6.2.3, (v) the closing
and consummation of the BTP/Borrower Transaction, (vi) the closing and
consummation   of   the   BIC/Borrower  Transaction,  and  (vii)   any
transaction fee payable to First Atlantic not to exceed $1,250,000 per
transaction.

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

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

               0.6.2.13  AMENDMENTS.   The  Borrower will not amend or
agree to amend any of the Subordinated Debt Loan Documents, any of the
Senior  Secured  Debt  Loan  Documents, any of the  PackerWare  Merger
Agreement  Documents, any of the  BIC/Borrower  Transaction  Documents
and/or any of  the  BTP/Borrower  Transaction Documents, other than in
the normal course of business or other  than  as  contemplated  by the
Loan Restructuring Transaction.

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

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

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

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

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

                          ARTICLE 7

               DEFAULT AND RIGHTS AND REMEDIES

     SECTION 0.7.1  EVENTS  OF  DEFAULT.  The occurrence of any one or
more of the following events shall  constitute  an  "Event of Default"
under the provisions of this Agreement:

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

               0.7.1.2   BREACH OF REPRESENTATIONS AND WARRANTIES.

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

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

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

               0.7.1.5   DEFAULT  UNDER  OTHER FINANCING DOCUMENTS  OR
                         OBLIGATIONS.

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

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

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

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

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

               0.7.1.10  DEFAULT  UNDER OTHER BORROWINGS.  An event of
default shall be made with respect  to  any  Indebtedness for Borrowed
Money  in  a  principal  amount  in  excess  of  Two  Million  Dollars
($2,000,000), either individually or in the aggregate, of the Borrower
and/or  any  or  all of the Guarantors, other than the Loans,  if  the
effect of such event  of default is to accelerate the maturity of such
Indebtedness for Borrowed  Money  or  to  permit the holder or obligee
thereof or other party thereto to cause such Indebtedness for Borrowed
Money to become due prior to its stated maturity.

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

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

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

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

The  Borrower  or any Guarantor shall liquidate, dissolve or terminate
its  existence,  except   as  otherwise  expressly  permitted  by  the
provisions of Section 6.2 of this Agreement.

               0.7.1.15  PARENT  LINE  OF  BUSINESS.   At any time the
Parent  engages  in any business other than the ownership  of  capital
stock of the Borrower  or  any  other  Wholly-Owned Subsidiary or such
other  business  as  shall  be  mandatory  under   the  provisions  of
applicable Laws.

     SECTION 0.7.2  REMEDIES.   Upon the occurrence of  any  Event  of
Default,  the Agent may, in the exercise  of  its  sole  and  absolute
discretion  from  time  to  time,  and  shall, at the direction of the
Requisite Lenders, at any time thereafter  exercise any one or more of
the following rights, powers or remedies:

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

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

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

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

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

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

               0.7.2.4   SPECIFIC RIGHTS WITH REGARD TO COLLATERAL.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                          ARTICLE 8

                          THE AGENT

     SECTION 0.8.1  APPOINTMENT.   Each Lender hereby  designates  and
appoints  NationsBank  as  its  agent under  this  Agreement  and  the
Financing Documents, and each Lender hereby irrevocably authorizes the
Agent to take such action or to refrain from taking such action on its
behalf  under  the  provisions of this  Agreement  and  the  Financing
Documents and to exercise  such  powers  as  are  set  forth herein or
therein, together with such other powers as are reasonably  incidental
thereto.   The  Agent  agrees to act as such on the express conditions
contained in this Article  .   The  provisions  of  this  Article  are
solely  for  the benefit of the Agent and the Lenders and neither  the
Borrower nor any  Person  shall  have  any  rights  as  a  third party
beneficiary  of any of the provisions hereof, except for those  rights
expressly granted to the Borrower pursuant to Section 8.7.1, 8.8, 8.11
and  8.12.   In   performing  its  functions  and  duties  under  this
Agreement,  the  Agent   shall   act   solely   as  an  administrative
representative of the Lenders and does not assume  and  shall  not  be
deemed to have assumed any obligation toward or relationship of agency
or  trust  with  or  for the Lenders, the Borrower or any Person.  The
Agent may perform any  of its duties hereunder, or under the Financing
Documents, by or through its agents or employees.

     SECTION 0.8.2  NATURE OF DUTIES.

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

               0.8.2.2   EXPRESS AUTHORIZATION.   The  Agent is hereby
expressly and irrevocably authorized by each of the Lenders,  as agent
on behalf of itself and the other Lenders:

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

                    (b)  To  receive  all  documents  and  items to be
furnished to the Lenders under the Financing Documents;

                    (c)  To   act  or  refrain  from  acting  in  this
Agreement and in the other Financing  Documents  with respect to those
matters so designated for the Agent;

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

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

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

                    (g)  To amend,  modify, or waive any provisions of
this  Agreement or the other Financing  Documents  on  behalf  of  the
Lenders  subject  to  the  requirement  that  certain  of the Lenders'
consent be obtained in certain instances as provided in Section 8.12;

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

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

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

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

     SECTION 0.8.3  RIGHTS, EXCULPATION,  ETC.   Neither the Agent nor
any of its officers, directors, employees or agents shall be liable to
any Lender for any action taken or omitted by them  hereunder or under
any  of  the  Financing  Documents,  or  in  connection  herewith   or
therewith,  except  that the Agent shall be obligated on the terms set
forth herein for performance of its express obligations hereunder, and
except that the Agent  shall  be  liable with respect to its own gross
negligence or willful misconduct.   The  Agent shall not be liable for
any apportionment or distribution of payments made by it in good faith
and  if  any  such  apportionment  or  distribution   is  subsequently
determined to have been made in error the sole recourse  of any Lender
to whom payment was due but not made, shall be to recover  from  other
the  Lenders  any  payment  in  excess of the amount to which they are
determined to be entitled (and such  other  Lenders  hereby  agree  to
return  to  such Lender any such erroneous payments received by them).
The Agent shall  not  be  responsible  to any Lender for any recitals,
statements, representations or warranties herein or for the execution,
effectiveness, genuineness, validity, enforceability,  collectible, or
sufficiency of this Agreement or any of the Financing Documents or the
transactions contemplated thereby, or for the financial  condition  of
any  Person.   The  Agent  shall  not  be required to make any inquiry
concerning either the performance or observance  of  any of the terms,
provisions  or  conditions  of this Agreement or any of the  Financing
Documents or the financial condition  of  any Person, or the existence
or possible existence of any Default or Event  of  Default.  The Agent
agrees to use its reasonable efforts to notify the Lenders  as  to the
occurrence  of  any  material Event of Default promptly upon obtaining
actual knowledge thereof,  provided, however, that the failure in good
faith of the Agent to so notify  any Lender shall not give rise to any
liability on the part of the Agent  nor  shall  it waive, discharge or
otherwise adversely affect the Agent's ability to exercise and enforce
any  rights  or remedies resulting from such Event  of  Default.   The
Agent may at any  time  request  instructions  from  the  Lenders with
respect  to  any  actions  or  approvals  which  by  the terms of this
Agreement or of any of the Financing Documents the Agent  is permitted
or  required  to  take  or to grant, and the Agent shall be absolutely
entitled to refrain from taking any action or to withhold any approval
and shall not be under any  liability  whatsoever  to  any  Person for
refraining  from any action or withholding any approval under  any  of
the Financing Documents until it shall have received such instructions
from the applicable  percentage  of the Lenders.  Without limiting the
foregoing, no Lender shall have any right of action whatsoever against
the Agent as a result of the Agent  acting  or  refraining from acting
under  this  Agreement  or  any  of the other Financing  Documents  in
accordance with the instructions of  the  applicable percentage of the
Lenders and notwithstanding the instructions of the Lenders, the Agent
shall  have no obligation to take any action  if  it,  in  good  faith
believes that such action exposes the Agent to any liability.

     SECTION 0.8.4  RELIANCE.   The  Agent  shall  be entitled to rely
upon any written notices, statements, certificates,  orders  or  other
documents  or  any telephone message or other communication (including
any writing, telex, telecopy or telegram) believed by it in good faith
to be genuine and correct and to have been signed, sent or made by the
proper Person, and  with  respect  to  all  matters pertaining to this
Agreement or any of the Financing Documents and  its  duties hereunder
or thereunder, upon advice of counsel selected by it.   The  Agent may
deem  and  treat  the original Lenders as the owners of the respective
Notes for all purposes  until receipt by the Agent of a written notice
of assignment, negotiation  or transfer of any interest therein by the
Lenders in accordance with the terms of this Agreement.  Any interest,
authority or consent of any holder  of  any  of  the  Notes  shall  be
conclusive  and  binding  on  any  subsequent  holder,  transferee, or
assignee of such Notes.  The Agent shall be entitled to rely  upon the
advice  of  legal  counsel, independent accountants, and other experts
selected by the Agent in its sole discretion.

     SECTION 0.8.5  INDEMNIFICATION.   Each  Lender, severally, agrees
to  reimburse  and  indemnify the Agent for and against  any  and  all
liabilities,  obligations,   losses,   damages,   penalties,  actions,
judgments,   suits,   costs,   expenses,   advances  or  disbursements
including,  without  limitation, Enforcement Costs,  of  any  kind  or
nature whatsoever which  may  be  imposed on, incurred by, or asserted
against  the Agent in any way relating  to  or  arising  out  of  this
Agreement  or  any  of  the Financing Documents or any action taken or
omitted by the Agent under  this  Agreement  for  any of the Financing
Documents, in proportion to each Lender's Pro Rata  Share,  all of the
foregoing  as  they may arise, be asserted or be imposed from time  to
time; PROVIDED,  HOWEVER,  that  no  Lender  shall  be  liable for any
portion of such liabilities, obligations, losses, damages,  penalties,
actions,  judgments, suits, costs, expenses, advances or disbursements
resulting from  the  Agent's  gross  negligence or willful misconduct.
The obligations of the Lenders under this  Section 8.5 shall survive the
payment  in  full  of  the  Obligations  and the termination  of  this
Agreement.

     SECTION 0.8.6  NATIONSBANK INDIVIDUALLY.   With  respect  to  its
Commitments  and  the  Loans  made  by it, and the Notes issued to it,
NationsBank shall have and may exercise  the  same  rights  and powers
hereunder  and  is subject to the same obligations and liabilities  as
and to the extent  set  forth  herein for any other Lender.  The terms
"the  Lenders" or "Requisite Lenders"  or  any  similar  terms  shall,
unless the context clearly otherwise indicates, include NationsBank in
its individual  capacity  as a Lender or one of the Requisite Lenders.
NationsBank and its Affiliates may lend money to, accept deposits from
and generally engage in any  kind  of banking, trust or other business
with the Borrower, any Affiliate of  the Borrower, or any other Person
or any of their officers, directors and  employees  as  if NationsBank
were not acting as the Agent pursuant hereto and the Agent  may accept
fees and other consideration from the Borrower, any Affiliate  of  the
Borrower  or  any  of  their  officers,  directors  and  employees for
services in connection with this Agreement or otherwise without having
to account for or share the same with the Lenders.

     SECTION 0.8.7  SUCCESSOR AGENT.

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

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

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

     SECTION 0.8.8  COLLATERAL MATTERS.

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

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

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

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

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

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

               0.8.8.2   CONFIRMATION   OF   AUTHORITY,  EXECUTION  OF
                         RELEASES.

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

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

     SECTION 0.8.9  AGENCY  FOR  PERFECTION.    Each   Lender   hereby
appoints  the Agent and each other Lender as agent for the purpose  of
perfecting  the Lenders' Liens in Collateral which, in accordance with
Article  9  of   the   Uniform   Commercial  Code  in  any  applicable
jurisdiction  or  otherwise,  can be  perfected  only  by  possession.
Should any Lender (other than the Agent) obtain possession of any such
Collateral, such Lender shall notify  the Agent thereof, and, promptly
upon the Agent's request therefor, shall  deliver  such  Collateral to
the Agent or in accordance with the Agent's instructions.

     SECTION 0.8.10 EXERCISE OF REMEDIES.  Each Lender agrees  that it
will  not  have  any  right individually to enforce or seek to enforce
this  Agreement or any Financing  Document  or  to  realize  upon  any
collateral security for the Loans, it being understood and agreed that
such rights and remedies may be exercised only by the Agent.

     SECTION 0.8.11 CONSENTS.

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

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

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

     SECTION 0.8.12 CIRCUMSTANCES  WHERE CONSENT OF ALL OF THE LENDERS
                    IS REQUIRED.

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

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

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

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

                    (d)  change  the method of calculation utilized in
connection with the computation of interest and Fees;

                    (e)  change the  manner of pro rata application by
the  Agent of payments made by the Borrower,  or  any  other  payments
required hereunder or under the other Financing Documents;

                    (f)  modify  this  Section  or  the  definition of
"Requisite Lenders";

                    (g)  release   any   material   portion   of   any
Collateral,  any  Guarantor  or  any Financing Document (except to the
extent provided herein or therein); and

                    (h)  increase  the advance rates for any component
of the Borrowing Base.

     SECTION 0.8.13 DISSEMINATION  OF  INFORMATION.   The  Agent  will
provide the Lenders with any information  received  by  the Agent from
the Borrower which is required to be provided to the Agent  or  to the
Lenders  hereunder;  PROVIDED,  HOWEVER,  that  the Agent shall not be
liable to any one or more the Lenders for any failure to do so, except
to the extent that such failure is attributable to  the  Agent's gross
negligence or willful misconduct.

     SECTION 0.8.14 DISCRETIONARY ADVANCES.  The  Agent  may,  in  its
sole  discretion, make, for the account of the Lenders on a  pro  rata
basis, advances under the Revolving Loan of up to 10% in excess of the
Borrowing  Base  but  not  in  excess  of  the limitation set forth in
aggregate Revolving Credit Commitments for a  period  of not more than
thirty  (30) consecutive days or, following an Event of  Default,  for
such longer period as the Requisite Lenders may elect.

                          ARTICLE 9

                        MISCELLANEOUS

     SECTION 0.9.1  NOTICES.   All notices, requests and demands to or
upon the parties to this Agreement  shall  be  in writing and shall be
deemed to have been given or made when delivered by hand on a Business
Day,  or  two  (2)  days after the date when deposited  in  the  mail,
postage  prepaid  by registered  or  certified  mail,  return  receipt
requested, or when sent by overnight courier, on the Business Day next
following the day on  which  the notice is delivered to such overnight
courier, addressed as follows:

          Borrower: BERRY PLASTICS CORPORATION
                         101 Oakley Street
                         P.O. Box 959
                         Evansville, Indiana  47710-0959
                         Attention:  President

                         with a copy to:

                         Lawrence G. Graev, Esquire
                         O'Sullivan, Graev & Karabell
                         30 Rockefeller Center
                         41st Floor
                         New York, New York 10112

                         with a copy to:

                         Joseph S. Levy
                         Vice President
                         First Atlantic Capital, Ltd.
                         135 East 57th Street, 29th Floor
                         New York, New York 10022

          Agent:         NATIONSBANK, N.A.
                         NationsBank Business Credit
                         100 S. Charles Street
                         Baltimore, Maryland 21201
                         Attention:  Vickie Tillman

                         with a copy to:

                         Shaun F. Carrick, Esquire
                         Miles & Stockbridge, P.A.
                         10 Light Street
                         Baltimore, Maryland 21202
By written notice, each party to this Agreement may change the address
to which notice is given to that  party,  provided  that  such changed
notice  shall  include  a  street  address  to  which  notices may  be
delivered by overnight courier in the ordinary course on  any Business
Day.

     SECTION 0.9.2  AMENDMENTS; WAIVERS.  This Agreement and the other
Financing  Documents may not be amended, modified, or changed  in  any
respect except  by  an  agreement  in  writing signed by the Requisite
Lenders and the Borrower, and to the extent provided in Section 8.12 by an
agreement in writing signed by all of the  Lenders  and  the Borrower.
In  addition,  any agreement which directly or indirectly affects  any
rights, duties,  obligations,  liabilities  or  remedies  of the Agent
under  this  Agreement,  under  any  of  other Financing Documents  or
otherwise must be approved and signed by the  Agent.  No waiver of any
provision  of  this  Agreement  or  of  any  of  the  other  Financing
Documents,  nor  consent  to any departure by the Borrower  therefrom,
shall in any event be effective  unless  the same shall be in writing.
No course of dealing between the Borrower  and the Agent and/or any of
the Lenders and no act or failure to act from time to time on the part
of  the  Agent and/or any of the Lenders shall  constitute  a  waiver,
amendment or modification of any provision of this Agreement or any of
the other  Financing  Documents  or  any  right  or  remedy under this
Agreement,  under  any  of  the  other  Financing Documents  or  under
applicable Laws.

     Without implying any limitation on the  foregoing, and subject to
the provisions of Section 8.12:

                    (a)  Any waiver or consent shall be effective only
in the specific instance, for the terms and purpose  for  which given,
subject  to  such  conditions  as  the  Agent may specify in any  such
instrument.

                    (b)  No waiver of any  Default or Event of Default
shall extend to any subsequent or other Default  or  Event of Default,
or impair any right consequent thereto.

                    (c)  No notice to or demand on the Borrower in any
case  shall  entitle  the Borrower to any other or further  notice  or
demand in the same, similar or other circumstance.

                    (d)    No failure or delay by the Lender to insist
upon  the strict performance  of  any  term,  condition,  covenant  or
agreement  of  this  Agreement  or  of  any  of  the  other  Financing
Documents, or to exercise any right, power or remedy consequent upon a
breach  thereof,  shall constitute a waiver, amendment or modification
of any such term, condition,  covenant  or  agreement  or  of any such
breach or preclude the Agent from exercising any such right,  power or
remedy at any time or times.

                    (e)  By  accepting  payment after the due date  of
any amount payable under this Agreement or  under  any  of  the  other
Financing  Documents, the Agent shall not be deemed to waive the right
either to require prompt payment when due of all other amounts payable
under this Agreement or under any of the other Financing Documents, or
to declare a Default or an Event of Default for failure to effect such
prompt payment of any such other amount.

     SECTION 0.9.3  CUMULATIVE   REMEDIES.   The  rights,  powers  and
remedies  provided  in  this Agreement  and  in  the  other  Financing
Documents are cumulative, may be exercised concurrently or separately,
may be exercised from time  to  time  and  in  such order as the Agent
shall determine, subject to the provisions of this  Agreement, and are
in  addition  to,  and not exclusive of, rights, powers  and  remedies
provided by existing  or  future applicable Laws.  In order to entitle
the Agent to exercise any remedy  reserved to it in this Agreement, it
shall not be necessary to give any  notice,  other than such notice as
may  be expressly required in this Agreement.   Without  limiting  the
generality  of  the  foregoing  and  subject  to  the  terms  of  this
Agreement, the Agent may:

                    (a)  proceed  against the Borrower with or without
     proceeding   against   any  other  Person   (including,   without
     limitation, any one or more  of the Guarantors) who may be liable
     (by endorsement, guaranty, indemnity or otherwise) for all or any
     part of the Obligations;

                    (b) proceed against  the  Borrower with or without
     proceeding under any of the other Financing  Documents or against
     any Collateral or other collateral and security  for  all  or any
     part of the Obligations;

                    (c)  without  reducing or impairing the obligation
     of the Borrower and without notice,  release  or  compromise with
     any guarantor or other Person liable for all or any  part  of the
     Obligations under the Financing Documents or otherwise;

                    (d)  without reducing or impairing the obligations
     of the Borrower and without  notice  thereof: (i) fail to perfect
     the Lien in any or all Collateral or to  release  any  or all the
     Collateral  or to accept substitute Collateral, (ii) approve  the
     making of advances under the Revolving Loan under this Agreement,
     (iii)  waive  any  provision  of  this  Agreement  or  the  other
     Financing Documents,  (iv) exercise or fail to exercise rights of
     set-off or other rights, or (v) accept partial payments or extend
     from  time  to time the maturity  of  all  or  any  part  of  the
     Obligations.

     SECTION 0.9.4  SEVERABILITY.   In case one or more provisions, or
part thereof, contained in this Agreement  or  in  the other Financing
Documents shall be invalid, illegal or unenforceable  in  any  respect
under any Law, then without need for any further agreement, notice  or
action:

                    (a)  the  validity, legality and enforceability of
     the remaining provisions shall  remain  effective  and binding on
     the  parties  thereto  and  shall  not  be  affected  or impaired
     thereby;

                    (b)  the  obligation  to  be  fulfilled  shall  be
     reduced to the limit of such validity;

                    (c)  such provision or part thereof only shall  be
     void, and the remainder  of this Agreement shall remain operative
     and in full force and effect.

     SECTION 0.9.5  ASSIGNMENTS  BY LENDERS.  Any Lender may, with the
prior  written consent of the Agent  and  the  Borrower,  but  without
notice to  or  consent of any other Lender, which consent shall not be
unreasonably withheld,  delayed  or  conditioned, assign to any Person
(each  an  "Assignee" and collectively,  the  "Assignees")  all  or  a
portion of such  Lender's  Commitments;  provided  that (i) the amount
assigned by such Lender must be at least equal to Five Million Dollars
($5,000,000), (ii) after giving effect to such assignment, such Lender
must  continue  to hold a Pro Rata Share of the Commitments  at  least
equal to Ten Million  Dollars  ($10,000,000),  unless  such Lender has
assigned one hundred percent (100%) of such Lender's Commitments,  and
(iii)  any  amount  assigned  shall  be  divided  pro  rata among such
Lenders'   Pro   Rata   Share  of  the  Commitments  and  Obligations.
NationsBank agrees that if  at  any time NationsBank sells one hundred
percent (100%) of all of its Commitments,  NationsBank shall resign as
Agent and the remaining Lenders shall select  a  replacement  Agent in
accordance  with  the  provisions  of  this  Agreement.   In addition,
NationsBank  agrees  that  for  so  long  as NationsBank is the Agent,
unless otherwise agreed by the Lenders, NationsBank  shall continue to
hold  a Pro Rata Share of the Commitments at least equal  to  the  Pro
Rata Share  of  the Lender (other than NationsBank) having the highest
Pro Rata Share of  the  Commitments.   Any Lender which elects to make
such an assignment shall pay to the Agent,  for  the exclusive benefit
of  the  Agent,  an  administrative  fee  for  processing   each  such
assignment  in  the  amount  of  Three  Thousand  Five Hundred Dollars
($3,500).  Such Lender and its Assignee shall notify the Agent and the
Borrower  in  writing  of the date on which the assignment  is  to  be
effective (the "Adjustment  Date").  On or before the Adjustment Date,
the  assigning Lender, the Agent,  the  Borrower  and  the  respective
Assignee shall execute and deliver a written assignment agreement in a
form acceptable  to  the Agent, which shall constitute an amendment to
this Agreement to the  extent  necessary  to  reflect such assignment.
Upon the request of any assigning Lender following  an assignment made
in  accordance  with  this Section 9.5, the Borrower shall  issue  new
Notes  to  the assigning  Lender  and  its  Assignee  reflecting  such
assignment,  in  exchange for the existing Notes held by the assigning
Lender.

     In addition, notwithstanding the foregoing, any Lender may at any
time pledge all or  any  portion  of  such  Lender's rights under this
Agreement,  any  of  the Commitments or any of the  Obligations  to  a
Federal Reserve Bank.

     SECTION 0.9.6  PARTICIPATIONS  BY LENDERS.  Any Lender may at any
time  sell  to  one  or  more  financial  institutions   participating
interests   in  any  of  such  Lender's  Obligations  or  Commitments;
provided, however,  that  (a) no such participation shall relieve such
Lender from its obligations  under  this Agreement or under any of the
other Financing Documents to which it  is  a  party,  (b)  such Lender
shall remain solely responsible for the performance of its obligations
under this Agreement and under all of the other Financing Documents to
which it is a party, (c) the Borrower, the Agent and the other Lenders
shall  continue  to  deal  solely  and  directly  with such Lender  in
connection  with  such  Lender's  rights  and obligations  under  this
Agreement  and  the  other  Financing  Documents,   and  (d)  no  such
participant shall be granted voting rights with respect to any matters
reserved for the Lenders under the provisions of this Agreement.

     SECTION 0.9.7  DISCLOSURE  OF  INFORMATION  BY LENDERS.   (a)  In
connection with any sale, transfer, assignment or participation by any
Lender in accordance with Section 9.5 or 9.6 above,  each Lender shall
have  the  right  to  disclose  to any actual or potential  purchaser,
assignee,   transferee   or   participant   all   financial   records,
information, reports, financial  statements  and documents obtained in
connection  with  this  Agreement  and/or any of the  other  Financing
Documents  or  otherwise,  provided  that  such  actual  or  potential
purchaser shall agree to keep confidential  any non-public information
delivered or made available to such Lender.

     (b) Each of the Lenders and the Agent hereby  agree  to  exercise
reasonable  efforts  to  keep any non-public information delivered  or
made  available  to it pursuant  to  this  Agreement  or  any  of  the
Financing Documents,  confidential  from  any  other Person except (a)
Persons employed or retained by such Lender or Agent  who  are  or are
expected  to  become engaged in evaluating, approving, structuring  or
administering the  Obligations,  (b) with the prior written consent of
Borrower,  (c) as required in connection  with  the  exercise  of  any
remedy under  this  Agreement or any of the Financing Documents or (e)
as may be required by Law, provided that in the event that any Lender,
the Agent or any of its  or  their  representatives  are  requested or
compelled   (by   oral   questions,   interrogatories,   requests  for
information  or  documents,  subpoena,  civil investigative demand  or
similar  process)  to  disclose  any  of  the  non-public  information
delivered  or made available to any Lender or the  Agent  pursuant  to
this Agreement  or  any  of  the Financing Documents, the Lenders, the
Agent  and  its or their representatives,  as  appropriate,  agree  to
provide Borrower with prompt notice of such request(s).

     SECTION 0.9.8  SUCCESSORS  AND  ASSIGNS.   This Agreement and all
other  Financing  Documents  shall be binding upon and  inure  to  the
benefit  of  the  Borrower,  the  Agent  and  the  Lenders  and  their
respective heirs, personal representatives,  successors  and  assigns,
except that the Borrower shall not have the right to assign its rights
hereunder or any interest herein without the prior written consent  of
the Agent and the Requisite Lenders.

     SECTION 0.9.9  CONTINUING AGREEMENTS.  All covenants, agreements,
representations and warranties made by the Borrower in this Agreement,
in  any  of  the  other  Financing  Documents,  and in any certificate
delivered pursuant hereto or thereto shall survive  the  making by the
Lenders of the Loans, the issuance of Letters of Credit by  the  Agent
and the execution and delivery of the Notes, shall be binding upon the
Borrower regardless of how long before or after the date hereof any of
the Obligations were or are incurred, and shall continue in full force
and  effect  so  long  as  any  of the Obligations are outstanding and
unpaid. From time to time upon the Agent's request, and as a condition
of  the release of any one or more  of  the  Security  Documents,  the
Borrower  and  other Persons obligated with respect to the Obligations
shall provide the  Agent  with  such acknowledgments and agreements as
the Agent may require to the effect  that  there  exists  no defenses,
rights  of  setoff  or  recoupment, claims, counterclaims, actions  or
causes of action of any kind  or  nature whatsoever against the Agent,
any or all of the Lenders, and/or any  of  its  or  their  agents  and
others, or to the extent there are, the same are waived and released.

     SECTION 0.9.10 ENFORCEMENT  COSTS.  The Borrower agrees to pay to
the  Agent on demand all Enforcement  Costs,  together  with  interest
thereon  from  the  date  following demand until paid in full at a per
annum rate of interest equal  at  all  times to the Post-Default Rate.
Enforcement Costs shall be immediately due  and  payable  at  the time
advanced  or  incurred,  whichever  is  earlier.  Without implying any
limitation  on the foregoing, the Borrower  agrees,  as  part  of  the
Enforcement Costs,  to  pay  upon  demand  any and all stamp and other
Taxes and fees payable or determined to be payable  in connection with
the execution and delivery of this Agreement and the  other  Financing
Documents  and  to  save  the Agent and the Lenders harmless from  and
against any and all liabilities  with respect to or resulting from any
delay in paying or omission to pay  any  Taxes  or fees referred to in
this  Section.   The  provisions  of  this Section shall  survive  the
execution and delivery of this Agreement,  the  repayment of the other
Obligations and shall survive the termination of this Agreement.

     SECTION 0.9.11 APPLICABLE LAW; JURISDICTION.

               0.9.11.1  As a material inducement to the Agent and the
Lenders  to enter into this Agreement, the Borrower  acknowledges  and
agrees that  the Financing Documents, including, this Agreement, shall
be governed by  the  Laws  of  the  State, as if each of the Financing
Documents  and  this  Agreement  had each  been  executed,  delivered,
administered and performed solely within the State even though for the
convenience and at the request of  the  Borrower,  one  or more of the
Financing  Documents  may  be executed elsewhere.  The Agent  and  the
Lenders acknowledge, however,  that  remedies  under  certain  of  the
Financing  Documents which relate to property outside the State may be
subject to the laws of the state in which the property is located.

               0.9.11.2  The   Borrower  irrevocably  submits  to  the
jurisdiction of any state or federal  court  sitting in the State over
any  suit, action or proceeding arising out of  or  relating  to  this
Agreement  or  any  of  the  other  Financing Documents.  The Borrower
irrevocably  waives,  to  the fullest extent  permitted  by  law,  any
objection that it may now or hereafter have to the laying of the venue
of any such suit, action or  proceeding  brought in any such court and
any claim that any such suit, action or proceeding brought in any such
court has been brought in an inconvenient  forum.   Final  judgment in
any such suit, action or proceeding brought in any such court shall be
conclusive  and binding upon the Borrower and may be enforced  in  any
court in which the Borrower is subject to jurisdiction, by a suit upon
such judgment,  PROVIDED  that service of process is effected upon the
Borrower  in  one of the manners  specified  in  this  Section  or  as
otherwise permitted by applicable Laws.

               0.9.11.3  The  Borrower  hereby  irrevocably designates
and  appoints The Corporation Trust, Incorporated,  32  South  Street,
Baltimore,  Maryland  21202,  as  the  Borrower's  authorized agent to
receive on the Borrower's behalf service of any and  all  process that
may be served in any suit, action or proceeding of the nature referred
to in this Section in any state or federal court sitting in the State.
If  such  agent  shall cease so to act, the Borrower shall irrevocably
designate and appoint  without  delay  another such agent in the State
satisfactory  to the Agent and shall promptly  deliver  to  the  Agent
evidence  in  writing   of  such  other  agent's  acceptance  of  such
appointment  and  its  agreement   that   such  appointment  shall  be
irrevocable.

               0.9.11.4  The Borrower hereby consents to process being
served in any suit, action or proceeding of  the nature referred to in
this  Section by (i) the mailing of a copy thereof  by  registered  or
certified  mail,  postage  prepaid,  return  receipt requested, to the
Borrower  at  the  Borrower's address designated  in  or  pursuant  to
Section 9.1 hereof, and  (ii)  serving  a copy thereof upon the agent, if
any, designated and appointed by the Borrower  as the Borrower's agent
for service of process by or pursuant to this Section.   The  Borrower
irrevocably  agrees  that  such  service  (i) shall be deemed in every
respect effective service of process upon the  Borrower  in  any  such
suit,  action  or  proceeding,  and  (ii) shall, to the fullest extent
permitted by law, be taken and held to  be valid personal service upon
the Borrower.  Nothing in this Section shall  affect  the right of the
Agent  to serve process in any manner otherwise permitted  by  law  or
limit the  right  of  the Agent otherwise to bring proceedings against
the Borrower in the courts of any jurisdiction or jurisdictions.

     SECTION 0.9.12 DUPLICATE   ORIGINALS   AND   COUNTERPARTS.   This
Agreement  may  be  executed in any number of duplicate  originals  or
counterparts, each of  such  duplicate originals or counterparts shall
be deemed to be an original and  all  taken  together shall constitute
but one and the same instrument.

     SECTION 0.9.13 HEADINGS.   The  headings in  this  Agreement  are
included herein for convenience only,  shall  not constitute a part of
this  Agreement  for any other purpose, and shall  not  be  deemed  to
affect the meaning or construction of any of the provisions hereof.

     SECTION 0.9.14 NO  AGENCY.   Nothing  herein  contained  shall be
construed to constitute the Borrower as the agent of the Agent  or any
of the Lenders for any purpose whatsoever or to permit the Borrower to
pledge  any of the credit of the Agent or any of the Lenders.  Neither
the Agent  nor  any  of the Lenders shall be responsible or liable for
any shortage, discrepancy,  damage, loss or destruction of any part of
the Collateral wherever the same  may be located and regardless of the
cause thereof.  Neither the Agent nor  any  of  the  Lenders shall, by
anything  herein  or  in any of the Financing Documents or  otherwise,
assume  any  of  the Borrower's  obligations  under  any  contract  or
agreement assigned  to  the  Agent and/or the Lenders, and neither the
Agent nor any of the Lenders shall  be  responsible in any way for the
performance  by  the  Borrower  of  any of the  terms  and  conditions
thereof.

     SECTION 0.9.15 WAIVER OF TRIAL BY  JURY.  THE BORROWER, THE AGENT
AND THE LENDERS HEREBY JOINTLY AND SEVERALLY  WAIVE  TRIAL  BY JURY IN
ANY  ACTION OR PROCEEDING TO WHICH THE BORROWER, THE AGENT AND/OR  ANY
OR ALL  OF  THE  LENDERS  MAY BE PARTIES, ARISING OUT OF OR IN ANY WAY
PERTAINING TO (A) THIS AGREEMENT,  (B) ANY OF THE FINANCING DOCUMENTS,
OR (C) THE COLLATERAL.  THIS WAIVER  CONSTITUTES  A WAIVER OF TRIAL BY
JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS,
INCLUDING  CLAIMS  AGAINST  PARTIES  WHO  ARE  NOT  PARTIES   TO  THIS
AGREEMENT.

          This waiver is knowingly, willingly and voluntarily made  by
the  Borrower,  the Agent and the Lenders, and the Borrower, the Agent
and the Lenders hereby  represent  that  no representations of fact or
opinion  have been made by any individual to  induce  this  waiver  of
trial by jury  or  to  in  any  way modify or nullify its effect.  The
Borrower, the Agent and the Lenders  further  represent that they have
been represented in the signing of this Agreement and in the making of
this waiver by independent legal counsel, selected  of  their own free
will,  and  that they have had the opportunity to discuss this  waiver
with counsel.

     SECTION 0.9.16 LIABILITY  OF  THE  AGENT  AND  THE  LENDERS.  The
Borrower  hereby agrees that neither the Agent nor any of the  Lenders
shall be chargeable  for  any  negligence, mistake, act or omission of
any accountant, examiner, agency  or  attorney  employed  by the Agent
and/or  any  of the Lenders in making examinations, investigations  or
collections, or  otherwise  in  perfecting, maintaining, protecting or
realizing upon any lien or security  interest or any other interest in
the Collateral or other security for the  Obligations, except for acts
of gross negligence and willful misconduct.

          By inspecting the Collateral or any  other properties of the
Borrower  or  by  accepting  or  approving  anything  required  to  be
observed, performed or fulfilled by the Borrower or to be given to the
Agent and/or any of the Lenders pursuant to this Agreement  or  any of
the  other  Financing  Documents,  neither  the  Agent  nor any of the
Lenders  shall  be  deemed  to  have  warranted  or  represented   the
condition, sufficiency, legality, effectiveness or legal effect of the
same,  and  such  acceptance  or  approval  shall  not  constitute any
warranty  or  representation with respect thereto by the Agent  and/or
the Lenders.

     SECTION 0.9.17 ENTIRE  AGREEMENT.   THIS AGREEMENT IS INTENDED BY
THE AGENT, THE LENDERS AND THE BORROWER TO  BE  A  COMPLETE, EXCLUSIVE
AND FINAL EXPRESSION OF THE AGREEMENTS CONTAINED HEREIN.   NEITHER THE
AGENT,  THE  LENDERS NOR THE BORROWER SHALL HEREAFTER HAVE ANY  RIGHTS
UNDER ANY PRIOR AGREEMENTS PERTAINING TO THE MATTERS ADDRESSED BY THIS
AGREEMENT BUT  SHALL  LOOK SOLELY TO THIS AGREEMENT FOR DEFINITION AND
DETERMINATION  OF ALL OF  THEIR  RESPECTIVE  RIGHTS,  LIABILITIES  AND
RESPONSIBILITIES UNDER THIS AGREEMENT.

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

WITNESS OR ATTEST:            BERRY PLASTICS CORPORATION


_________________________     By:_______________________(Seal)
                                 James M. Kratochvil
                                 Vice President

WITNESS:                      NATIONSBANK, N.A.,
                              in its capacity as Agent


_________________________     By:______________________(Seal)
                                 Daniel J. Karas
                                 Vice President

WITNESS:                      NATIONSBANK, N.A.
                              in its capacity as a Lender


_________________________     By:_______________________(Seal)
                                 Daniel J. Karas
                                 Vice President


                                -9-

<PAGE>





                        LIST OF EXHIBITS

A.   Form of Borrowing Base Report

B-1. Revolving Credit Note

B-2. Term Note

C.   Wire Transfer Procedures

D-1. Pro Forma Financial Statements

D-2  Pro Forma Balance Sheets

E.   Form of Compliance Certificate



<PAGE>





                      LIST OF SCHEDULES

SCHEDULE  1.1       List of Account Debtors (concentrations)
SCHEDULE            Litigation
SCHEDULE            Scheduled Indebtedness for Borrowed Money
SCHEDULE            Employee Relations Disclosures
SCHEDULE            Hazardous Materials Disclosures
SCHEDULE            Scheduled Permitted Liens
SCHEDULE  4.1.24    Information on Names, Addresses and Locations
SCHEDULE            Permitted Investments