================================================================================


                       GUARANTEE AND COLLATERAL AGREEMENT


                                     made by

                           B & G FOODS HOLDINGS CORP.


                                B & G FOODS, INC.


                         and certain of its Subsidiaries


                                   in favor of


                          LEHMAN COMMERCIAL PAPER INC.
                             as Administrative Agent



                           Dated as of March 15, 1999


================================================================================




<PAGE>


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                                                               Page
<S>           <C>                                                                                              <C>

SECTION 1.  DEFINED TERMS.........................................................................................2
         1.1  Definitions.........................................................................................2
         1.2  Other Definitional Provisions.......................................................................6

SECTION 2.  GUARANTEE.............................................................................................6
         2.1  Guarantee...........................................................................................6
         2.2  Right of Contribution...............................................................................7
         2.3  No Subrogation......................................................................................7
         2.4  Amendments, etc. with respect to the Borrower Obligations...........................................8
         2.5  Guarantee Absolute and Unconditional................................................................8
         2.6  Reinstatement.......................................................................................9
         2.7  Payments............................................................................................9

SECTION 3.  GRANT OF SECURITY INTEREST............................................................................9

SECTION 4.  REPRESENTATIONS AND WARRANTIES.......................................................................10
         4.1  Representations in Credit Agreement................................................................10
         4.2  Title; No Other Liens..............................................................................10
         4.3  Perfected First Priority Liens.....................................................................10
         4.4  Chief Executive Office.............................................................................11
         4.5  Inventory and Equipment............................................................................11
         4.6  Farm Products......................................................................................11
         4.7  Pledged Securities.................................................................................11
         4.8  Receivables........................................................................................11
         4.9  Contracts..........................................................................................11
         4.10  Intellectual Property.............................................................................12
         4.11  Vehicles..........................................................................................13

SECTION 5.  COVENANTS............................................................................................13
         5.1  Covenants in the Term Loan Agreement and the Revolving Credit Agreement............................13
         5.2  Delivery of Instruments and Chattel Paper..........................................................13
         5.3  Maintenance of Insurance...........................................................................13
         5.4  Payment of Obligations.............................................................................14
         5.5  Maintenance of Perfected Security Interest; Further Documentation..................................14
         5.6  Changes in Locations, Name, etc....................................................................14
         5.7  Notices............................................................................................15
         5.8  Pledged Securities.................................................................................15
         5.9  Receivables........................................................................................16
         5.10  Contracts.........................................................................................16
         5.11  Intellectual Property.............................................................................16

SECTION 6.  REMEDIAL PROVISIONS..................................................................................18
         6.1  Certain Matters Relating to Receivables............................................................18
         6.2  Communications with Obligors; Grantors Remain Liable...............................................18
         6.3  Pledged Stock......................................................................................19
         6.4  Proceeds to be Turned Over To Administrative Agent.................................................20


                                       i


<PAGE>


                                                                                                               Page

         6.5  Application of Proceeds............................................................................20
         6.6  Code and Other Remedies............................................................................21
         6.7  Registration Rights................................................................................21
         6.8  Waiver; Deficiency.................................................................................22

SECTION 7.  THE ADMINISTRATIVE AGENT.............................................................................22
         7.1  Administrative Agent's Appointment as Attorney-in-Fact, etc........................................22
         7.2  Duty of Administrative Agent.......................................................................24
         7.3  Execution of Financing Statements..................................................................24
         7.4  Authority of Administrative Agent..................................................................24

SECTION 8.  MISCELLANEOUS........................................................................................25
         8.1  Amendments in Writing..............................................................................25
         8.2  Notices............................................................................................25
         8.3  No Waiver by Course of Conduct; Cumulative Remedies................................................25
         8.4  Enforcement Expenses; Indemnification..............................................................25
         8.5  Successors and Assigns.............................................................................25
         8.6  Set-Off............................................................................................26
         8.7  Counterparts.......................................................................................26
         8.8  Severability.......................................................................................26
         8.9  Section Headings...................................................................................26
         8.10  Integration.......................................................................................26
         8.11  GOVERNING LAW.....................................................................................26
         8.12  Submission To Jurisdiction; Waivers...............................................................27
         8.13  Acknowledgments...................................................................................27
         8.14  Additional Grantors...............................................................................27
         8.15  Releases..........................................................................................27
         8.16  WAIVER OF JURY TRIAL..............................................................................29

</TABLE>

                                       ii


<PAGE>


                                     FORM OF
                       GUARANTEE AND COLLATERAL AGREEMENT


         GUARANTEE AND COLLATERAL AGREEMENT, dated as of March 15, 1999, made by
each of the signatories hereto (together with any other entity that may become a
party hereto as provided herein, the "Grantors"),  in favor of LEHMAN COMMERCIAL
PAPER INC., as Administrative Agent (as defined below).


                              W I T N E S S E T H:

         WHEREAS, B&G Foods Holdings Corp., a Delaware corporation ("Holdings"),
and B&G Foods, Inc., a Delaware corporation (the "Borrower"), are parties to (i)
the Term Loan Agreement, dated as of March 15, 1999 (as amended, supplemented or
otherwise  modified  from time to time,  the "Term  Loan  Agreement"),  with the
several banks and other financial institutions from time to time parties thereto
(the "Term Loan Lenders"),  Lehman  Brothers Inc., as Arranger,  The Bank of New
York, as Documentation Agent, Heller Financial, Inc., as Co-Documentation Agent,
Lehman Commercial Paper Inc., as Syndication  Agent, and Lehman Commercial Paper
Inc., as administrative agent and (ii) the Revolving Credit Agreement,  dated as
of March 15, 1999 (as amended,  supplemented or otherwise  modified from time to
time, the "Revolving Credit  Agreement";  together with the Term Loan Agreement,
the "Credit Agreement"), with the several banks and other financial institutions
from time to time parties thereto (the "Revolving Credit Lenders"; together with
the Term Loan Lenders, the "Lenders"), Lehman Brothers Inc., as Arranger, Lehman
Commercial  Paper  Inc.,  as  Syndication  Agent,  The  Bank  of  New  York,  as
Documentation  Agent,  Heller Financial,  Inc., as  Co-Documentation  Agent, and
Lehman Commercial Paper Inc., as administrative  agent (Lehman  Commercial Paper
Inc.,  in its  capacity  as  administrative  agent  pursuant  to the  Term  Loan
Agreement and the Revolving Credit Agreement, the "Administrative Agent");

         WHEREAS,  pursuant to the Term Loan Agreement and the Revolving  Credit
Agreement, the Lenders have severally agreed to make extensions of credit to the
Borrower upon the terms and subject to the conditions set forth therein;

         WHEREAS,  the Borrower is a member of an affiliated  group of companies
that includes each other Grantor;

         WHEREAS,  the proceeds of the  extensions of credit under the Term Loan
Agreement and the Revolving  Credit Agreement will be used in part to enable the
Borrower  to make  valuable  transfers  to one or more of the other  Grantors in
connection with the operation of their respective businesses;

         WHEREAS,  the  Borrower  and the other  Grantors are engaged in related
businesses, and each Grantor will derive substantial direct and indirect benefit
from the making of the  extensions  of credit under the Term Loan  Agreement and
the Revolving Credit Agreement; and

         WHEREAS,  it is a condition  precedent to the obligation of the Lenders
to make their  respective  extensions  of credit to the Borrower  under the Term
Loan Agreement and the Revolving  Credit  Agreement that the Grantors shall have
executed  and  delivered  this  Agreement  to the  Administrative  Agent for the
ratable benefit of the Lenders;



<PAGE>


         NOW,  THEREFORE,  in  consideration  of the  premises and to induce the
Administrative  Agent and the Lenders to enter into the Term Loan  Agreement and
the  Revolving  Credit  Agreement  and to  induce  the  Lenders  to  make  their
respective extensions of credit to the Borrower thereunder,  each Grantor hereby
agrees with the Administrative Agent, for the ratable benefit of the Lenders, as
follows:


                            SECTION 1.  DEFINED TERMS

         1.1  Definitions.  (a) Unless otherwise defined  herein, terms  defined
in the Term Loan  Agreement or the  Revolving  Credit  Agreement and used herein
shall  have  the  meanings  given  to them in the  Term  Loan  Agreement  or the
Revolving  Credit  Agreement,  as the case may be, and the following terms which
are defined in the Uniform Commercial Code in effect in the State of New York on
the  date  hereof  are used  herein  as so  defined:  Accounts,  Chattel  Paper,
Documents,  Equipment,  Farm  Products,  Instruments,  Inventory and  Investment
Property.

         (b)  The following terms shall have the following meanings:

         "Agreement":  this Guarantee and Collateral Agreement,  as the same may
    be amended, supplemented or otherwise modified from time to time.

         "Borrower Hedge Agreement Obligations": the collective reference to all
    obligations and liabilities of the Borrower (including,  without limitation,
    interest  accruing at the then  applicable  rate  provided in any  Specified
    Hedge  Agreement  after the filing of any  petition  in  bankruptcy,  or the
    commencement of any insolvency,  reorganization or like proceeding, relating
    to the Borrower,  whether or not a claim for  post-filing  or  post-petition
    interest is allowed in such  proceeding)  to any Lender or any  Affiliate of
    any Lender,  whether direct or indirect,  absolute or contingent,  due or to
    become due, or now  existing or hereafter  incurred,  which may arise under,
    out of, or in connection  with, any Specified  Hedge  Agreement or any other
    document  made,  delivered or given in  connection  therewith,  in each case
    whether on account of principal, interest,  reimbursement obligations, fees,
    indemnities,  costs, expenses or otherwise  (including,  without limitation,
    all fees and disbursements of counsel to the Lenders that are required to be
    paid  by the  Borrower  pursuant  to  the  terms  of  any  of the  foregoing
    agreements).

         "Borrower  Obligations":  the collective  reference to (i) the Borrower
    Revolving Credit Obligations, (ii) the Borrower Term Loan Obligations, (iii)
    the Borrower Hedge Agreement  Obligations,  but only to the extent that, and
    only so long as, the Borrower  Revolving Credit Obligations and the Borrower
    Term Loan Obligations are secured and guaranteed  pursuant hereto,  and (iv)
    all other  obligations  and  liabilities of the Borrower,  whether direct or
    indirect,  absolute or contingent,  due or to become due, or now existing or
    hereafter  incurred,  which may arise under,  out of, or in connection with,
    this Agreement (including, without limitation, all fees and disbursements of
    counsel to the  Administrative  Agent or to the Lenders that are required to
    be paid by the Borrower pursuant to the terms of this Agreement.

         "Borrower Revolving Credit  Obligations":  the collective  reference to
    the unpaid  principal of and interest on the Revolving  Credit Loans,  Swing
    Line  Loans and  Reimbursement  Obligations  and all other  obligations  and
    liabilities  of  the  Borrower  (including,  without  limitation,   interest
    accruing  at the then  applicable  rate  provided  in the  Revolving  Credit
    Agreement after the maturity of the Revolving Credit Loans, Swing Line Loans
    and  Reimbursement  Obligations and interest accruing at the then applicable
    rate  provided in the  Revolving  Credit  Agreement  after the filing of any
    petition  in  bankruptcy, or the commencement of any insolvency, reorganiza-
    tion or like proceeding, relating to the Borrower, whether or not a


                                       2


<PAGE>


    claim  for  post-filing  or  post-petition  interest  is  allowed  in such
    proceeding)  to the  Administrative  Agent or any Revolving  Credit  Lender,
    whether direct or indirect, absolute or contingent, due or to become due, or
    now existing or  hereafter  incurred,  which may arise under,  out of, or in
    connection  with, the Revolving Credit  Agreement,  the other Loan Documents
    referred to in the Revolving Credit  Agreement,  any Letter of Credit or any
    other document  made,  delivered or given in connection  therewith,  in each
    case whether on account of principal,  interest,  reimbursement obligations,
    fees,  indemnities,   costs,  expenses  or  otherwise  (including,   without
    limitation,  all fees and  disbursements  of counsel  to the  Administrative
    Agent or to the Revolving Credit Lenders that are required to be paid by the
    Borrower pursuant to the terms of any of the foregoing agreements).

         "Borrower  Term Loan  Obligations":  the  collective  reference  to the
    unpaid principal of and interest on the Term Loans and all other obligations
    and liabilities of the Borrower  (including,  without  limitation,  interest
    accruing at the then  applicable rate provided in the Term Loan Agreement on
    the Term Loans and interest accruing at the then applicable rate provided in
    the Term Loan Agreement  after the filing of any petition in bankruptcy,  or
    the  commencement  of any  insolvency,  reorganization  or like  proceeding,
    relating  to  the  Borrower,  whether  or not a  claim  for  post-filing  or
    post-petition  interest is allowed in such proceeding) to the Administrative
    Agent or any Term Loan  Lender,  whether  direct or  indirect,  absolute  or
    contingent,  due or to become due, or now  existing or  hereafter  incurred,
    which  may  arise  under,  out of,  or in  connection  with,  the Term  Loan
    Agreement,  the other Loan Documents referred to in the Term Loan Agreement,
    or any other document made, delivered or given in connection  therewith,  in
    each  case  whether  on  account  of  principal,   interest,   reimbursement
    obligations,  fees,  indemnities,  costs,  expenses or otherwise (including,
    without   limitation,   all  fees  and   disbursements  of  counsel  to  the
    Administrative  Agent or to the Term Loan  Lenders  that are  required to be
    paid  by the  Borrower  pursuant  to  the  terms  of  any  of the  foregoing
    agreements).

         "Collateral": as defined in Section 3.

         "Collateral  Account":   any  collateral  account  established  by  the
    Administrative Agent as provided in Section 6.1 or 6.4.

         "Commitments":  the collective reference to the Commitments (as defined
    in the Term Loan Agreement) and the Revolving Credit Commitments (as defined
    in the Revolving Credit Agreement).

         "Contracts":  the contracts and agreements listed in Schedule 7, as the
    same may be amended,  supplemented or otherwise  modified from time to time,
    including,  without  limitation,  (i) all  rights of any  Grantor to receive
    moneys due and to become due to it thereunder  or in  connection  therewith,
    (ii) all rights of any Grantor to damages  arising  thereunder and (iii) all
    rights of any Grantor to perform and to exercise all remedies thereunder.

         "Copyrights":  (i) all copyrights  arising under the laws of the United
    States,  any other country or any  political  subdivision  thereof,  whether
    registered or unregistered and whether published or unpublished  (including,
    without   limitation,   those  listed  in  Schedules   6.1  and  6.2),   all
    registrations  and recordings  thereof,  and all  applications in connection
    therewith, including, without limitation, all registrations,  recordings and
    applications in the United States  Copyright  Office,  and (ii) the right to
    obtain all renewals thereof.


                                       3


<PAGE>


         "Copyright  Licenses":  any  written  agreement  naming any  Grantor as
    licensor  or  licensee  (including,  without  limitation,  those  listed  in
    Schedules 6.1 and 6.2),  granting any right under any Copyright,  including,
    without limitation, the grant of rights to manufacture,  distribute, exploit
    and sell materials derived from any Copyright,  excluding any such agreement
    that prohibits the granting of a security interest therein.

         "General  Intangibles":  all  "general  intangibles"  as  such  term is
    defined in Section  9-106 of the  Uniform  Commercial  Code in effect in the
    State of New York on the date hereof and, in any event,  including,  without
    limitation,  with  respect  to  any  Grantor,  all  contracts,   agreements,
    instruments and indentures in any form, and portions thereof,  to which such
    Grantor is a party or under  which  such  Grantor  has any  right,  title or
    interest  or to which  such  Grantor  or any  property  of such  Grantor  is
    subject,  as the same  may from  time to time be  amended,  supplemented  or
    otherwise modified,  including,  without limitation,  (i) all rights of such
    Grantor to  receive  moneys  due and to become  due to it  thereunder  or in
    connection  therewith,  (ii) all rights of such  Grantor to damages  arising
    thereunder  and (iii) all rights of such  Grantor to perform and to exercise
    all  remedies  thereunder,  in each  case to the  extent  the  grant by such
    Grantor of a security  interest  pursuant  to this  Agreement  in its right,
    title and interest in such contract,  agreement,  instrument or indenture is
    not prohibited by such contract, agreement,  instrument or indenture without
    the  consent of any other party  thereto,  would not give any other party to
    such contract, agreement, instrument or indenture the right to terminate its
    obligations  thereunder,  or is  permitted  with  consent  if all  necessary
    consents to such grant of a security  interest  have been  obtained from the
    other parties  thereto (it being  understood that the foregoing shall not be
    deemed to obligate such Grantor to obtain such consents); provided, that the
    foregoing limitation shall not affect,  limit,  restrict or impair the grant
    by such  Grantor of a security  interest  pursuant to this  Agreement in any
    Receivable or any money or other amounts due or to become due under any such
    contract, agreement, instrument or indenture.

         "Guarantor Obligations": with respect to any Guarantor, all obligations
    and  liabilities  of such  Guarantor  which may arise under or in connection
    with this Agreement (including,  without limitation, Section 2) or any other
    Loan  Document to which such  Guarantor is a party,  in each case whether on
    account  of  guarantee   obligations,   reimbursement   obligations,   fees,
    indemnities,  costs, expenses or otherwise  (including,  without limitation,
    all fees and disbursements of counsel to the Administrative  Agent or to the
    Lenders that are required to be paid by such Guarantor pursuant to the terms
    of this Agreement or any other Loan Document).

         "Guarantors":  the collective  reference to each Grantor other than the
    Borrower.

         "Hedge Agreements":  as to any Person, all interest rate swaps, caps or
    collar  agreements  or  similar  arrangements  entered  into by such  Person
    providing for protection against  fluctuations in interest rates or currency
    exchange  rates or the  exchange  of nominal  interest  obligations,  either
    generally or under specific contingencies.

         "Intellectual  Property":  the  collective  reference  to  all  rights,
    priorities and privileges relating to intellectual property, whether arising
    under United States, multinational or foreign laws or otherwise,  including,
    without limitation, the Copyrights, the Copyright Licenses, the Patents, the
    Patent Licenses,  the Trademarks and the Trademark Licenses,  and all rights
    to sue at law or in equity for any infringement or other impairment thereof,
    including the right to receive all proceeds and damages therefrom; provided,
    however,  that for each Grantor,  "Intellectual  Property" shall not include
    any of the  foregoing  items to the extent such item would be excluded  from
    the definition of General Intangibles; provided, further, that the foregoing
    limitation  shall


                                       4


<PAGE>


    not  affect,  limit,  restrict  or  impair  the grant by such  Grantor  of a
    security  interest pursuant to this Agreement in any Receivable or any money
    or other amounts due or to become due under any such item.

         "Intercompany  Note":  any promissory note evidencing loans made by any
    Grantor to Holdings or any of its Subsidiaries.

         "Issuers":  the  collective  reference  to  each  issuer  of a  Pledged
    Security.

         "Loan  Documents":  the collective  reference to the Loan Documents (as
    defined in the Revolving Credit Agreement and the Loan Documents (as defined
    in the Term Loan Agreement).

         "New York UCC":  the  Uniform  Commercial  Code as from time to time in
    effect in the State of New York.

         "Obligations":   (i)  in  the  case  of  the  Borrower,   the  Borrower
    Obligations,  and  (ii)  in  the  case  of  each  Guarantor,  its  Guarantor
    Obligations.

         "Patents":  (i) all  letters  patent of the  United  States,  any other
    country or any political  subdivision  thereof,  all reissues and extensions
    thereof, including,  without limitation, any of the foregoing referred to in
    Schedules  6.1 and 6.2,  (ii) all  applications  for  letters  patent of the
    United  States or any other  country and all  divisions,  continuations  and
    continuations-in-part  thereof,  including,  without limitation,  any of the
    foregoing  referred  to in  Schedules  6.1 and 6.2,  and (iii) all rights to
    obtain any reissues or extensions of the foregoing.

         "Patent License":  all agreements,  whether written or oral,  providing
    for the grant by or to any Grantor of any right to manufacture,  use or sell
    any invention  covered in whole or in part by a Patent,  including,  without
    limitation,  any of the  foregoing  referred  to in  Schedules  6.1 and 6.2,
    excluding  any such  agreement  that  expressly  prohibits the granting of a
    security interest therein.

         "Pledged  Notes":  all  promissory  notes  listed  on  Schedule  2, all
    Intercompany  Notes  at  any  time  issued  to any  Grantor  and  all  other
    promissory  notes  issued to or held by any Grantor  (other than  promissory
    notes issued in connection with extensions of trade credit by any Grantor in
    the ordinary course of business).

         "Pledged Securities": the collective reference to the Pledged Notes and
    the Pledged Stock.

         "Pledged  Stock":  the shares of Capital  Stock  listed on  Schedule 2,
    together with any other shares, stock certificates, options or rights of any
    nature  whatsoever in respect of the Capital Stock of any Person that may be
    issued or granted to, or held by, any  Grantor  while this  Agreement  is in
    effect.

         "Proceeds":  all "proceeds" as such term is defined in Section 9-306(1)
    of the  Uniform  Commercial  Code in  effect in the State of New York on the
    date  hereof and,  in any event,  shall  include,  without  limitation,  all
    dividends or other income from the Pledged  Securities,  collections thereon
    or distributions or payments with respect thereto.


                                       5


<PAGE>


         "Receivable":  any right to  payment  for  goods  sold or leased or for
    services  rendered,  whether or not such right is evidenced by an Instrument
    or  Chattel  Paper and  whether  or not it has been  earned  by  performance
    (including, without limitation, any Account).

         "Securities Act": the Securities Act of 1933, as amended.

         "Specified  Hedge  Agreement":  any Hedge Agreement (a) entered into by
    (i) the  Borrower  or any of its  Subsidiaries  and (ii) any  Lender  or any
    affiliate thereof, as counterparty and (b) which has been designated by such
    Lender  and the  Borrower,  by  notice to the  Administrative  Agent and the
    Syndication Agent, as a Specified Hedge Agreement.

         "Trademarks": (i) all trademarks, trade names, corporate names, company
    names,  business names,  fictitious  business names,  trade styles,  service
    marks,  logos and other  source or business  identifiers,  and all  goodwill
    associated  therewith,  now existing or hereafter  adopted or acquired,  all
    registrations  and recordings  thereof,  and all  applications in connection
    therewith,  whether in the United States  Patent and Trademark  Office or in
    any similar office or agency of the United States,  any State thereof or any
    other country or any political  subdivision  thereof, or otherwise,  and all
    common-law rights related thereto, including, without limitation, any of the
    foregoing referred to in Schedules 6.1 and 6.2, and (ii) the right to obtain
    all renewals thereof.

         "Trademark License": any agreement,  whether written or oral, providing
    for the  grant  by or to any  Grantor  of any  right  to use any  Trademark,
    including, without limitation, any of the foregoing referred to in Schedules
    6.1 and 6.2,  excluding  any such  agreement  that  expressly  prohibits the
    granting of a security interest therein.

         "Vehicles":  all cars, trucks, trailers,  construction and earth moving
    equipment and other  vehicles  covered by a certificate  of title law of any
    state and all tires and other appurtenances to any of the foregoing.

         1.2 Other  Definitional  Provisions.  (a) The words "hereof", "herein",
"hereto" 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 Section and Schedule references are to this Agreement unless
otherwise specified.

         (b) The  meanings  given  to terms  defined  herein  shall  be  equally
applicable to both the singular and plural forms of such terms.

         (c) Where the context requires, terms relating to the Collateral or any
part thereof, when used in relation to a Grantor,  shall refer to such Grantor's
Collateral or the relevant part thereof.


                              SECTION 2. GUARANTEE

         2.1  Guarantee.   (a)  Each  of  the  Guarantors  hereby,  jointly  and
severally,  unconditionally  and irrevocably,  guarantees to the  Administrative
Agent, for the ratable benefit of the Lenders and their  respective  successors,
indorsees,  transferees  and  assigns,  the  prompt  and  complete  payment  and
performance  by the  Borrower  when due  (whether  at the  stated  maturity,  by
acceleration or otherwise) of the Borrower Obligations.


                                       6


<PAGE>


         (b)  Anything herein  or in any other  Loan  Document  to the  contrary
notwithstanding, the maximum liability of each Guarantor hereunder and under the
other Loan Documents shall in no event exceed the amount which can be guaranteed
by such  Guarantor  under  applicable  federal  and state laws  relating  to the
insolvency  of  debtors  (after  giving  effect  to the  right  of  contribution
established in Section 2.2).

         (c) Each Guarantor agrees that the Borrower Obligations may at any time
and from time to time  exceed  the  amount of the  liability  of such  Guarantor
hereunder  without  impairing  the  guarantee  contained  in this  Section  2 or
affecting  the rights and  remedies  of the  Administrative  Agent or any Lender
hereunder.

         (d) The  guarantee  contained  in this  Section 2 shall  remain in full
force and effect until  (subject to  reinstatement  pursuant to Section 2.6) all
the  Borrower  Obligations  and the  obligations  of each  Guarantor  under  the
guarantee  contained in this  Section 2 shall have been  satisfied by payment in
full,  no Letter of Credit shall be  outstanding  and the  Commitments  shall be
terminated, notwithstanding that from time to time during the term of the Credit
Agreement the Borrower may be free from any Borrower Obligations.

         (e) No payment made by the Borrower, any of the  Guarantors,  any other
guarantor or any other  Person or received or  collected  by the  Administrative
Agent  or any  Lender  from  the  Borrower,  any of the  Guarantors,  any  other
guarantor  or any other  Person by virtue  of any  action or  proceeding  or any
set-off  or  appropriation  or  application  at any time or from time to time in
reduction  of or in  payment  of the  Borrower  Obligations  shall be  deemed to
modify,  reduce,  release or otherwise  affect the  liability  of any  Guarantor
hereunder which shall,  notwithstanding any such payment (other than any payment
made by such  Guarantor  in respect of the Borrower  Obligations  or any payment
received  or  collected   from  such   Guarantor  in  respect  of  the  Borrower
Obligations),  remain  liable for the  Borrower  Obligations  up to the  maximum
liability of such Guarantor  hereunder until (subject to reinstatement  pursuant
to Section 2.6) the Borrower  Obligations  are paid in full, no Letter of Credit
shall be outstanding and the Commitments are terminated.

         2.2 Right of Contribution. Each Subsidiary Guarantor hereby agrees that
to the  extent  that a  Subsidiary  Guarantor  shall  have  paid  more  than its
proportionate  share of any payment made hereunder,  such  Subsidiary  Guarantor
shall be entitled to seek and  receive  contribution  from and against any other
Subsidiary  Guarantor  hereunder which has not paid its  proportionate  share of
such payment. Each Subsidiary Guarantor's right of contribution shall be subject
to the terms and  conditions of Section 2.3. The  provisions of this Section 2.2
shall in no respect limit the  obligations  and  liabilities  of any  Subsidiary
Guarantor  to the  Administrative  Agent and the  Lenders,  and each  Subsidiary
Guarantor  shall remain liable to the  Administrative  Agent and the Lenders for
the full amount guaranteed by such Subsidiary Guarantor hereunder.

         2.3  No Subrogation.  Notwithstanding any payment made by any Guarantor
hereunder  or any  set-off  or  application  of  funds of any  Guarantor  by the
Administrative  Agent  or any  Lender,  no  Guarantor  shall be  entitled  to be
subrogated  to any of the  rights  of the  Administrative  Agent  or any  Lender
against  the  Borrower  or any other  Guarantor  or any  collateral  security or
guarantee or right of offset held by the Administrative  Agent or any Lender for
the payment of the  Borrower  Obligations,  nor shall any  Guarantor  seek or be
entitled to seek any  contribution  or  reimbursement  from the  Borrower or any
other Guarantor in respect of payments made by such Guarantor  hereunder,  until
all amounts owing to the Administrative Agent and the Lenders by the Borrower on
account of the Borrower  Obligations are paid in full, no Letter of Credit shall
be outstanding and the  Commitments are terminated.  If any amount shall be paid
to any Guarantor on account of such  subrogation  rights at any time when all of
the


                                       7


<PAGE>


Borrower Obligations shall not have been paid in full, such amount shall be held
by such  Guarantor  in  trust  for the  Administrative  Agent  and the  Lenders,
segregated from other funds of such Guarantor, and shall, forthwith upon receipt
by such Guarantor,  be turned over to the Administrative Agent in the exact form
received  by  such   Guarantor   (duly   indorsed  by  such   Guarantor  to  the
Administrative  Agent,  if  required),   to  be  applied  against  the  Borrower
Obligations,  whether matured or unmatured,  in such order as the Administrative
Agent may determine.

         2.4  Amendments,  etc.  with respect to the Borrower Obligations.  Each
Guarantor shall remain obligated  hereunder  notwithstanding  that,  without any
reservation  of rights  against any Guarantor  and without  notice to or further
assent  by any  Guarantor,  any  demand  for  payment  of  any  of the  Borrower
Obligations made by the  Administrative  Agent or any Lender may be rescinded by
the  Administrative  Agent or such  Lender and any of the  Borrower  Obligations
continued,  and the Borrower  Obligations,  or the liability of any other Person
upon or for any part thereof,  or any collateral  security or guarantee therefor
or right of offset with respect thereto,  may, from time to time, in whole or in
part, be renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered  or released  by the  Administrative  Agent or any  Lender,  and the
Credit  Agreement and the other Loan Documents and any other documents  executed
and delivered in connection therewith may be amended, modified,  supplemented or
terminated,  in whole or in part, as the  Administrative  Agent (or the Required
Lenders  or all  Lenders,  as the case may be) may deem  advisable  from time to
time, and any collateral security, guarantee or right of offset at any time held
by the  Administrative  Agent or any  Lender  for the  payment  of the  Borrower
Obligations may be sold, exchanged, waived, surrendered or released. Neither the
Administrative  Agent nor any  Lender  shall  have any  obligation  to  protect,
secure,  perfect or insure any Lien at any time held by it as  security  for the
Borrower  Obligations  or for the  guarantee  contained in this Section 2 or any
property subject thereto.

         2.5  Guarantee Absolute and Unconditional.   Each Guarantor  waives any
and all  notice of the  creation,  renewal,  extension  or accrual of any of the
Borrower  Obligations  and notice of or proof of reliance by the  Administrative
Agent or any Lender upon the guarantee contained in this Section 2 or acceptance
of the guarantee contained in this Section 2; the Borrower Obligations,  and any
of them,  shall  conclusively  be  deemed to have been  created,  contracted  or
incurred,  or  renewed,  extended,  amended  or  waived,  in  reliance  upon the
guarantee contained in this Section 2; and all dealings between the Borrower and
any of the  Guarantors,  on the one hand, and the  Administrative  Agent and the
Lenders, on the other hand, likewise shall be conclusively presumed to have been
had or consummated  in reliance upon the guarantee  contained in this Section 2.
Each Guarantor waives diligence,  presentment,  protest,  demand for payment and
notice of default or nonpayment to or upon the Borrower or any of the Guarantors
with respect to the Borrower Obligations.  Each Guarantor understands and agrees
that  the  guarantee  contained  in this  Section  2  shall  be  construed  as a
continuing,  absolute, reasonable and unconditional guarantee of payment without
regard to (a) the validity or  enforceability of the Term Loan Agreement and the
Revolving  Credit  Agreement  or any other Loan  Document,  any of the  Borrower
Obligations or any other collateral  security  therefor or guarantee or right of
offset  with  respect  thereto  at any  time  or from  time to time  held by the
Administrative  Agent or any Lender,  (b) any defense,  set-off or  counterclaim
(other  than a  defense  of  payment  or  performance)  which may at any time be
available to or be asserted by the  Borrower,  any Guarantor or any other Person
against the  Administrative  Agent or any Lender, or (c) any other  circumstance
whatsoever  (with or without  notice to or  knowledge  of the  Borrower  or such
Guarantor) which constitutes,  or might be construed to constitute, an equitable
or legal  discharge of the Borrower  for the  Borrower  Obligations,  or of such
Guarantor  under the guarantee  contained in this Section 2, in bankruptcy or in
any other instance.  When making any demand hereunder or otherwise  pursuing its
rights and remedies hereunder against any Guarantor, the Administrative Agent or
any Lender may, but shall be under no obligation to, make a similar demand on or
otherwise  pursue such rights and remedies as it may have against the  Borrower,
any other  Guarantor or any other Person or 

                                       8
<PAGE>

against any collateral security or guarantee for the Borrower Obligations or any
right of offset with  respect  thereto,  and any  failure by the  Administrative
Agent or any Lender to make any such  demand,  to pursue  such  other  rights or
remedies or to collect any payments  from the Borrower,  any other  Guarantor or
any other Person or to realize upon any such collateral security or guarantee or
to exercise any such right of offset, or any release of the Borrower,  any other
Guarantor  or any other  Person or any such  collateral  security,  guarantee or
right of offset,  shall not relieve any Guarantor of any obligation or liability
hereunder,  and shall not  impair or affect the  rights  and  remedies,  whether
express, implied or available as a matter of law, of the Administrative Agent or
any Lender against any Guarantor. For the purposes hereof "demand" shall include
the commencement and continuance of any legal proceedings.

         2.6  Reinstatement.  The  guarantee contained  in this  Section 2 shall
continue to be effective,  or be reinstated,  as the case may be, if at any time
payment, or any part thereof, of any of the Borrower Obligations is rescinded or
must otherwise be restored or returned by the Administrative Agent or any Lender
upon the insolvency, bankruptcy,  dissolution,  liquidation or reorganization of
the Borrower or any  Guarantor,  or upon or as a result of the  appointment of a
receiver,  intervenor or conservator  of, or trustee or similar officer for, the
Borrower or any Guarantor or any substantial part of its property, or otherwise,
all as though such payments had not been made.

         2.7  Payments.  Each  Guarantor  hereby  guarantees that payments here-
under will be paid to the  Administrative  Agent without set-off or counterclaim
in Dollars  at the office of the  Administrative  Agent  located at the  Payment
Office specified in the Term Loan Agreement or the Revolving  Credit  Agreement,
as the case may be.


                     SECTION 3.  GRANT OF SECURITY INTEREST

         Each Grantor hereby assigns and transfers to the Administrative  Agent,
for the ratable  benefit of the Lenders and hereby grants to the  Administrative
Agent,  for the ratable benefit of the Lenders,  a security  interest in, all of
the  following  property  now owned or at any time  hereafter  acquired  by such
Grantor  or in  which  such  Grantor  now has or at any time in the  future  may
acquire  any right,  title or  interest  (collectively,  the  "Collateral"),  as
collateral security for the prompt and complete payment and performance when due
(whether at the stated maturity, by acceleration or otherwise) of such Grantor's
Obligations:

         (a)  all Accounts;

         (b)  all Chattel Paper;

         (c)  all Contracts;

         (d)  all Documents;

         (e)  all Equipment (other than Vehicles);

         (f)  all General Intangibles;

         (g)  all Instruments;

         (h)  all Intellectual Property;


                                       9


<PAGE>


         (i)  all Inventory;

         (j)  all Pledged Securities;

         (k)  all Investment Property;

         (l)  all deposit accounts and other bank accounts;

         (m)  all books and records pertaining to the Collateral; and

         (n) to the extent not otherwise included,  all Proceeds and products of
    any and all of the  foregoing  and all  collateral  security and  guarantees
    given by any Person with respect to any of the foregoing.


                   SECTION 4.  REPRESENTATIONS AND WARRANTIES

         To induce the  Administrative  Agent and the  Lenders to enter into the
Term Loan Agreement and the Revolving Credit Agreement and to induce the Lenders
to make their respective  extensions of credit to the Borrower thereunder,  each
Grantor  hereby  represents  and warrants to the  Administrative  Agent and each
Lender that:

         4.1 Representations in Credit Agreement. In the case of each Guarantor,
the  representations  and  warranties  set  forth in  Section 3 of the Term Loan
Agreement and Section 3 of the Revolving Credit Agreement as they relate to such
Guarantor or to the Loan Documents to which such  Guarantor is a party,  each of
which is hereby incorporated herein by reference,  are true and correct, and the
Administrative  Agent and each Lender  shall be entitled to rely on each of them
as if they were fully set forth  herein,  provided  that each  reference in each
such  representation  and warranty to the Borrower's  knowledge  shall,  for the
purposes of this Section  4.1, be deemed to be a reference  to such  Guarantor's
knowledge.

        4.2  Title;  No Other Liens.  Except for the  security  interest granted
to the  Administrative  Agent for the ratable benefit of the Lenders pursuant to
this  Agreement  and the other  Liens  permitted  to exist or be incurred on the
Collateral by the Term Loan Agreement and the Revolving Credit  Agreement,  such
Grantor owns each item of the Collateral  free and clear of any and all Liens or
claims of others. No financing  statement or other public notice with respect to
all or any part of the  Collateral is on file or of record in any public office,
except  such as have been filed in favor of the  Administrative  Agent,  for the
ratable  benefit of the Lenders,  pursuant to this Agreement or as are permitted
by the Term Loan Agreement and the Revolving Credit Agreement.

         4.3 Perfected  First Priority  Liens.  The security  interests  granted
pursuant to this Agreement (a) upon  completion of the filings and other actions
specified on Schedule 3 (which,  in the case of all filings and other  documents
referred to on said Schedule, have been delivered to the Administrative Agent in
completed and duly executed  form),  will constitute  valid  perfected  security
interests in all of the Collateral subject hereto on the date hereof in favor of
the Administrative  Agent, for the ratable benefit of the Lenders, as collateral
security for such  Grantor's  Obligations,  enforceable  in accordance  with the
terms hereof against all creditors of such Grantor and any Persons purporting to
purchase any Collateral from such Grantor,  and (b) are prior to all other Liens
on the  Collateral  in  existence on the date hereof  except for (i)  unrecorded
Liens permitted by the Term Loan Agreement and


                                       10


<PAGE>


the  Revolving  Credit  Agreement  which  have  priority  over the  Liens on the
Collateral by operation of law and (ii) Liens described on Schedule 8.

         4.4  Chief  Executive  Office.  On  the date  hereof,   such  Grantor's
jurisdiction of organization  and the location of such Grantor's chief executive
office or sole place of business are specified on Schedule 4.

         4.5  Inventory and Equipment. On the date hereof, the Inventory and the
Equipment (other than mobile goods) are kept at the locations listed on Schedule
5.

         4.6  Farm  Products.  None of  the  Collateral  constitutes,  or is the
Proceeds of, Farm Products.

         4.7  Pledged  Securities.  (a) The shares of Pledged  Stock  pledged by
such Grantor  hereunder  constitute  all the  issued  and  outstanding shares of
all classes of the Capital Stock of each Issuer owned by such Grantor.

         (b)  All the  shares of the Pledged Stock  have  been duly and  validly
issued and are fully paid and nonassessable.

         (c)  Each of the Intercompany Notes  constitutes  the legal,  valid and
binding  obligation  of  the  obligor  with  respect  thereto,   enforceable  in
accordance with its terms, and, to such Grantor's  knowledge,  each of the other
Pledged Notes constitutes the legal, valid and binding obligation of the obligor
with respect  thereto,  enforceable in accordance  with its terms, in each case,
subject  to  the  effects  of  bankruptcy,  insolvency,  fraudulent  conveyance,
reorganization,  moratorium  and other  similar  laws  relating to or  affecting
creditors' rights generally, general equitable principles (whether considered in
a proceeding in equity or at law) and an implied covenant of good faith and fair
dealing. No obligor with respect to any Pledged Note has any defense,  offset or
contribution regarding payment of such Pledged Note.

         (d)  Such Grantor is the record and beneficial owner of, and  has  good
and marketable title to, the Pledged Securities pledged by it hereunder, free of
any and all Liens or options in favor of, or claims of, any other Person, except
the  security  interest  created by this  Agreement  and liens  permitted by the
Credit Agreement which attach to such Pledged  Securities without such Grantor's
consent.

         4.8  Receivables.  (a) No amount payable  to such  Grantor  under or in
connection  with any  Receivable is evidenced by any Instrument or Chattel Paper
which has not been delivered to the Administrative  Agent in accordance with the
requirements hereof.

         (b)  On the date hereof, none of the obligors on any  Receivables  is a
Governmental Authority.

         (c)  The amounts  represented by such Grantor to the Lenders from  time
to time  as  owing to such  Grantor in respect of the  Receivables  will at such
times be accurate.

         4.9  Contracts.  (a) No consent of any  party (other than such Grantor)
to any Contract is required,  or purports to be required, in connection with the
execution,  delivery and performance of this Agreement,  other than (i) consents
which  shall have been  obtained  prior to the date hereof and are in full force
and effect and (ii) consents the failure of which to obtain could not reasonably
be expected to have a Material Adverse Effect.


                                       11


<PAGE>


         (b)  On the  date  hereof,  each  Contract to  which such  Grantor is a
party is in full force and effect  against such  Grantor and, to such  Grantor's
knowledge, constitutes a valid and legally enforceable obligation of the parties
thereto,   subject  to  the  effects  of  bankruptcy,   insolvency,   fraudulent
conveyance,  reorganization,  moratorium  and other  similar laws relating to or
affecting  creditors' rights generally,  general equitable  principles  (whether
considered in a proceeding in equity or at law) and an implied  covenant of good
faith and fair dealing.

         (c) No consent or  authorization  of, filing with or other act by or in
respect  of any  Governmental  Authority  is  required  in  connection  with the
execution,  delivery,  performance,  validity  or  enforceability  of any of the
Contracts  by any party  thereto  other  than  those  (i)  which  have been duly
obtained, made or performed, are in full force and effect and do not subject the
scope of any such Contract to any material adverse  limitation,  either specific
or general in nature,  or (ii) the  failure of which to obtain,  make or perform
could not reasonably be expected to have a Material Adverse Effect.

         (d) On the date  hereof,  neither such Grantor nor (to the best of such
Grantor's  knowledge) any of the other parties to the Contracts is in default in
the performance or observance of any of the terms thereof.

         (e) On the date hereof,  the right,  title and interest of such Grantor
in,  to and  under the  Contracts  are not  subject  to any  defenses,  offsets,
counterclaims or claims.

         (f)  On  the  date   hereof,   such   Grantor  has   delivered  to  the
Administrative Agent a complete and correct copy of each Contract, including all
amendments, supplements and other modifications thereto.

         (g) No amount  payable to such Grantor under or in connection  with any
Contract is  evidenced  by any  Instrument  or Chattel  Paper which has not been
delivered  to the  Administrative  Agent in  accordance  with  the  requirements
hereof.

         (h) On the  date  hereof,  none of the  parties  to any  Contract  is a
Governmental Authority.

         4.10  Intellectual  Property.  (a)  Schedules  6.1 and 6.2  list,  with
respect to all  Intellectual  Property  owned by such Grantor in its own name on
the date hereof,  all patents,  registrations and applications  relating thereto
and,  to the  best  of  such  Grantor's  knowledge,  all  material  unregistered
Intellectual Property.

         (b) On the date hereof,  all material  Intellectual  Property is valid,
subsisting,  unexpired,  has not been  abandoned  and, to the  knowledge of such
Grantor,  is enforceable and does not infringe the intellectual  property rights
of any other Person.

         (c) Except as set forth in Schedule  6.1 and 6.2,  on the date  hereof,
none of the  Intellectual  Property is the subject of any licensing or franchise
agreement pursuant to which such Grantor is the licensor or franchisor.

         (d)  No  holding,  decision  or  judgment  has  been  rendered  by  any
Governmental Authority which would limit, cancel or question the validity of, or
such Grantor's  rights in, any  Intellectual  Property in any respect that could
reasonably  be  expected  to have a Material  Adverse  Effect,  except that with
respect to the Intellectual Property listed on Schedule 6.2, such representation
is to the knowledge of such Grantor.


                                     12


<PAGE>


         (e) No action or  proceeding  is pending,  or, to the knowledge of such
Grantor, threatened, on the date hereof (i) seeking to limit, cancel or question
the validity of any Intellectual  Property or such Grantor's  ownership interest
therein, or (ii) which, if adversely  determined,  would have a Material Adverse
Effect on the value of any  Intellectual  Property,  except that with respect to
the Intellectual  Property listed on Schedule 6.2, such representation is to the
knowledge of such Grantor.

         4.11  Vehicles.  On the date hereof,  the  aggregate  book value of all
Vehicles owned by all Grantors is less than $1,000,000.


                              SECTION 5. COVENANTS

         Each Grantor covenants and agrees with the Administrative Agent and the
Lenders that,  from and after the date of this Agreement  until the  Obligations
shall have been paid in full, no Letter of Credit shall be  outstanding  and the
Commitments shall have terminated:

         5.1  Covenants  in the Term Loan  Agreement  and the  Revolving  Credit
Agreement.  In the case of each  Guarantor,  such Guarantor shall take, or shall
refrain  from  taking,  as the case may be, each action that is  necessary to be
taken or not  taken,  as the case may be, so that no Default or Event of Default
is caused by the  failure to take such  action or to refrain  from  taking  such
action by such Guarantor or any of its Subsidiaries.

         5.2 Delivery of Instruments  and Chattel  Paper.  If any amount payable
under or in connection with any of the Collateral  shall be or become  evidenced
by any  Instrument or Chattel Paper,  such  Instrument or Chattel Paper shall be
immediately  delivered to the  Administrative  Agent,  duly indorsed in a manner
satisfactory to the Administrative  Agent, to be held as Collateral  pursuant to
this Agreement.

         5.3  Maintenance  of Insurance.  (a) Such Grantor will  maintain,  with
financially sound and reputable  companies,  insurance policies (i) insuring the
Inventory,  Equipment and Vehicles  against loss by fire,  explosion,  theft and
such other  casualties as may be reasonably  satisfactory to the  Administrative
Agent and (ii) to the extent reasonably  requested by the Administrative  Agent,
insuring such Grantor against  liability for personal injury and property damage
relating  to  such   Inventory,   Equipment   and   Vehicles,   and  naming  the
Administrative  Agent for the ratable  benefit of the Lenders,  as an additional
insured  party or loss payee,  such  policies to be in such form and amounts and
having such  coverage as are  customary in the same  general area for  companies
engaged in the same or a similar business as such Grantor.

         (b) All such insurance shall (i) provide that no cancellation, material
reduction in amount or material  change in coverage  thereof  shall be effective
until at least 30 days  after  receipt  by the  Administrative  Agent of written
notice  thereof,  (ii) name the  Administrative  Agent as an additional  insured
party or loss payee, (iii) if reasonably requested by the Administrative  Agent,
include a breach of warranty  clause and (iv) be reasonably  satisfactory in all
other respects to the Administrative Agent.

         (c) The  Borrower  shall  deliver to the  Administrative  Agent and the
Lenders a report of a reputable  insurance broker with respect to such insurance
substantially   concurrently   with  the   delivery  by  the   Borrower  to  the
Administrative  Agent of its audited  financial  statements for each fiscal year
and such supplemental  reports with respect thereto as the Administrative  Agent
may from time to time reasonably request.


                                       13


<PAGE>


         (d)  So  long  as no  Event  of  Default  shall  have  occurred  and be
continuing,  all casualty  payments  shall be paid to the  relevant  Grantor for
application pursuant to Section 2.7 of the Credit Agreement.

         5.4 Payment of  Obligations.  Such  Grantor  will pay and  discharge or
otherwise satisfy at or before maturity or before they become delinquent, as the
case may be, all taxes,  assessments and governmental  charges or levies imposed
upon the Collateral or in respect of income or profits therefrom, as well as all
claims of any kind (including,  without limitation,  claims for labor, materials
and  supplies)  against or with respect to the  Collateral,  except that no such
charge  need be paid if the  amount  or  validity  thereof  is  currently  being
contested in good faith by appropriate proceedings,  reserves in conformity with
GAAP with respect  thereto  have been  provided on the books of such Grantor and
such  proceedings  could  not  reasonably  be  expected  to  result in the sale,
forfeiture  or loss of any material  portion of the  Collateral  or any material
interest therein.

         5.5 Maintenance of Perfected Security Interest;  Further Documentation.
(a) Such Grantor shall maintain the security  interest created by this Agreement
as a perfected  security  interest  having at least the  priority  described  in
Section  4.3 and shall  defend  such  security  interest  against the claims and
demands of all Persons whomsoever.

         (b) Such  Grantor  will  furnish  to the  Administrative  Agent and the
Lenders from time to time  statements  and  schedules  further  identifying  and
describing  the  Collateral  and  such  other  reports  in  connection  with the
Collateral as the Administrative Agent may reasonably request, all in reasonable
detail.

         (c) At any time and from time to time,  upon the written request of the
Administrative Agent, and at the sole expense of such Grantor, such Grantor will
promptly  and  duly  execute  and  deliver,  and  have  recorded,  such  further
instruments  and documents and take such further  actions as the  Administrative
Agent may reasonably request for the purpose of obtaining or preserving the full
benefits  of  this  Agreement  and of the  rights  and  powers  herein  granted,
including,  without  limitation,  the filing of any  financing  or  continuation
statements  under the Uniform  Commercial Code (or other similar laws) in effect
in any jurisdiction with respect to the security interests created hereby.

         5.6 Changes in Locations, Name, etc. Such Grantor will not, except upon
10 days' prior written  notice to the  Administrative  Agent and delivery to the
Administrative  Agent of (a) all additional  executed  financing  statements and
other documents reasonably requested by the Administrative Agent to maintain the
validity,  perfection and priority of the security interests provided for herein
and (b) if applicable, a written supplement to Schedule 5 showing any additional
location at which Inventory or Equipment shall be kept:

         (i) permit any of the  Inventory  or Equipment to be kept at a location
    other than those listed on Schedule 5;

         (ii) change the location of its chief executive office or sole place of
    business from that referred to in Section 4.4; or

         (iii)  change its name,  identity  or  corporate  structure  to such an
    extent that any financing  statement  filed by the  Administrative  Agent in
    connection with this Agreement would become misleading.


                                       14


<PAGE>


         5.7 Notices.  Such Grantor will advise the Administrative Agent and the
Lenders promptly, in reasonable detail, of:

         (a) any Lien (other than  security  interests  created  hereby or Liens
permitted  under the Credit  Agreement)  on any of the  Collateral  which  would
adversely affect the ability of the Administrative  Agent to exercise any of its
remedies hereunder; and

         (b) of the  occurrence  of any other event which  could  reasonably  be
expected  to have a  material  adverse  effect  on the  aggregate  value  of the
Collateral or on the security interests created hereby.

         5.8 Pledged  Securities.  (a) If such Grantor shall become  entitled to
receive or shall receive any stock certificate  (including,  without limitation,
any  certificate  representing a stock dividend or a distribution  in connection
with any  reclassification,  increase or reduction of capital or any certificate
issued in connection  with any  reorganization),  option or rights in respect of
the Capital Stock of any Issuer,  whether in addition to, in substitution of, as
a  conversion  of, or in  exchange  for,  any shares of the  Pledged  Stock,  or
otherwise in respect thereof, such Grantor shall accept the same as the agent of
the  Administrative  Agent  and the  Lenders,  hold the  same in  trust  for the
Administrative  Agent and the  Lenders and  deliver  the same  forthwith  to the
Administrative  Agent in the exact form received,  duly indorsed by such Grantor
to the Administrative  Agent, if required,  together with an undated stock power
covering  such  certificate  duly executed in blank by such Grantor and with, if
the Administrative Agent so requests,  signature  guaranteed,  to be held by the
Administrative  Agent,  subject to the terms hereof,  as  additional  collateral
security  for the  Obligations.  Any sums paid upon or in respect of the Pledged
Securities  upon the liquidation or dissolution of any Issuer shall be paid over
to the Administrative Agent to be held by it hereunder as additional  collateral
security for the  Obligations,  and in case any distribution of capital shall be
made on or in  respect  of the  Pledged  Securities  or any  property  shall  be
distributed  upon or with  respect to the  Pledged  Securities  pursuant  to the
recapitalization or reclassification of the capital of any Issuer or pursuant to
the reorganization  thereof, the property so distributed shall, unless otherwise
subject to a perfected  security interest in favor of the  Administrative  Agent
for the benefit of the Lenders,  be delivered to the Administrative  Agent to be
held by it hereunder as additional  collateral security for the Obligations.  If
any sums of money or property so paid or  distributed  in respect of the Pledged
Securities  shall be received by such Grantor,  such Grantor  shall,  until such
money or property is paid or delivered to the  Administrative  Agent,  hold such
money or property in trust for the Lenders,  segregated from other funds of such
Grantor, as additional  collateral  security for the Obligations;  provided that
the Grantors may pay cash dividends as permitted by the Credit Agreement.

         (b) Without the prior written consent of the Administrative Agent, such
Grantor  will not (i) vote to enable,  or take any other  action to permit,  any
Issuer to issue any stock or other equity  securities  of any nature or to issue
any other  securities  convertible  into or  granting  the right to  purchase or
exchange for any stock or other equity  securities  of any nature of any Issuer,
(ii) sell,  assign,  transfer,  exchange,  or otherwise dispose of, or grant any
option with  respect  to, the Pledged  Securities  or Proceeds  thereof  (except
pursuant to a transaction  expressly  permitted by the Credit Agreement),  (iii)
create, incur or permit to exist any Lien or option in favor of, or any claim of
any Person with respect to, any of the Pledged  Securities or Proceeds  thereof,
or any  interest  therein,  except for the  security  interests  created by this
Agreement  and liens  permitted  by the Credit  Agreement  which  attach to such
Pledged  Securities  without  such  Grantor's  consent  or (iv)  enter  into any
agreement or undertaking restricting the right or ability of such Grantor or the
Administrative  Agent to sell, assign or transfer any of the Pledged  Securities
or Proceeds thereof.


                                       15


<PAGE>


         (c) In the case of each Grantor which is an Issuer,  such Issuer agrees
that (i) it will be bound by the terms of this Agreement relating to the Pledged
Securities  issued by it and will comply  with such terms  insofar as such terms
are applicable to it, (ii) it will notify the  Administrative  Agent promptly in
writing of the occurrence of any of the events  described in Section 5.8(a) with
respect to the Pledged  Securities  issued by it and (iii) the terms of Sections
6.3(c) and 6.7 shall apply to it, mutatis mutandis,  with respect to all actions
that may be required of it pursuant to Section 6.3(c) or 6.7 with respect to the
Pledged Securities issued by it.

         5.9  Receivables.  (a) Other than in the  ordinary  course of  business
consistent with its past practice, such Grantor will not (i) grant any extension
of the  time of  payment  of any  Receivable,  (ii)  compromise  or  settle  any
Receivable  for less than the full  amount  thereof,  (iii)  release,  wholly or
partially,  any Person liable for the payment of any Receivable,  (iv) allow any
credit or discount  whatsoever  on any  Receivable  or (v) amend,  supplement or
modify any  Receivable  in any  manner  that  could  adversely  affect the value
thereof.

         (b) Such  Grantor will  deliver to the  Administrative  Agent a copy of
each material demand,  notice or document received by it that questions or calls
into  doubt the  validity  or  enforceability  of more than 5% of the  aggregate
amount of the then outstanding Receivables.

         5.10  Contracts.  (a) Such  Grantor  will  perform  and  comply  in all
material respects with all its obligations under the Contracts,  except where it
is contesting,  in good faith and by appropriate proceedings,  its obligation to
perform.

         (b) Such  Grantor  will  not  amend,  modify,  terminate  or waive  any
provision of any Contract in any manner  which could  reasonably  be expected to
materially adversely affect the value of such Contract as Collateral.

         (c) Such Grantor will exercise  promptly and diligently  each and every
material  right which it may have under each  Contract  (other than any right of
termination) in accordance with its reasonable business judgment.

         (d) Such  Grantor will  deliver to the  Administrative  Agent a copy of
each material demand,  notice or document  received by it relating in any way to
any Contract that questions the validity or enforceability of such Contract.

         5.11 Intellectual  Property. (a) Such Grantor (either itself or through
licensees) will (i) continue to use each material Trademark in order to maintain
such  Trademark  in full force free from any claim of  abandonment  for non-use,
except in connection with Dispositions  permitted pursuant to Section 6.5 of the
Term Loan  Agreement and Section 6.5 of the  Revolving  Credit  Agreement,  (ii)
maintain as in the past the quality of products and services  offered under such
Trademark,  (iii) use such Trademark with the appropriate notice of registration
and all other notices and legends  required by applicable  Requirements  of Law,
and (iv) not adopt or use any mark which is  confusingly  similar or a colorable
imitation of such Trademark  unless the  Administrative  Agent,  for the ratable
benefit of the Lenders,  shall obtain a perfected security interest in such mark
pursuant to this Agreement.

         (b) Such Grantor (either itself or through licensees),  with respect to
Intellectual  Property that it, in its reasonable business judgment,  regards as
material,  will not (and not permit any licensee or  sublicensee  thereof to) do
any act or knowingly  omit to do any act whereby any (i) material  Trademark may
become  invalidated  or impaired  in any way,  (ii)  material  Patent may become
forfeited,  abandoned or dedicated to the public,  or (iii) material  portion of
the Copyrights may become invalidated or otherwise


                                       16


<PAGE>


impaired or fall into the public domain.  Such Grantor (either itself or through
licensees)  will not do any act,  or omit to do any act,  whereby  any  material
Patent may become forfeited, abandoned or dedicated to the public.

         (c) Such Grantor  (either itself or through  licensees) will not do any
act that  knowingly  uses any  material  Intellectual  Property to infringe  the
intellectual property rights of any other Person.

         (d) Such Grantor will notify the  Administrative  Agent and the Lenders
immediately  if it  knows,  or has  reason  to  know,  that any  application  or
registration  relating to any  Intellectual  Property that it, in its reasonable
business  judgment,  regards as  material,  may become  forfeited,  abandoned or
dedicated to the public, or of any material adverse determination or development
(including,  without  limitation,  the  institution  of,  or any  such  material
determination  or development in, any proceeding in the United States Patent and
Trademark Office, the United States Copyright Office or any court or tribunal in
any country)  regarding  such  Grantor's  ownership  of, or the validity of, any
material  Intellectual  Property or such Grantor's right to register the same or
to own and maintain the same.

         (e) To the extent a breach of Sections  5.11(a),  (b), (c) or (d) would
result in an Event of Default, it shall not be considered an Event of Default if
such breach is cured within 30 days after written notice from the Administrative
Agent and results in no Material  Adverse  Affect to the  affected  Intellectual
Property.

         (f)  Whenever  such  Grantor,  either by itself or  through  any agent,
employee,  licensee or designee,  shall file an application for the registration
of any Intellectual Property with the United States Patent and Trademark Office,
the United States  Copyright Office or any similar office or agency in any other
country or any political subdivision thereof, as applicable,  such Grantor shall
report such filing to the Administrative Agent within 30 Business Days after the
last day of the fiscal  quarter  in which  such  filing  occurs,  provided  that
failure  to give  notice  shall not be deemed an Event of  Default  if notice is
given with reasonable time such that there is no Material  Adverse Effect.  Upon
written  request of the  Administrative  Agent,  such Grantor  shall execute and
deliver, and have recorded, any and all agreements,  instruments, documents, and
papers as the  Administrative  Agent may  reasonably  request  to  evidence  the
Administrative  Agent's and the  Lenders'  security  interest in any  Copyright,
Patent or Trademark  and the goodwill  and general  intangibles  of such Grantor
relating thereto or represented thereby.

         (g) Consistent with such Grantor's  reasonable business judgment,  such
Grantor  will  take all  reasonable  and  necessary  steps,  including,  without
limitation,  in any  proceeding  before the United  States  Patent and Trademark
Office,  the United States  Copyright  Office or any similar office or agency in
any other  country or any  political  subdivision  thereof,  as  applicable,  to
maintain and pursue each application  (and to obtain the relevant  registration)
and to  maintain  each  registration  of  the  material  Intellectual  Property,
including, without limitation, filing of applications for renewal, affidavits of
use and affidavits of incontestability.

         (h) In the event  that any  Grantor  becomes  aware  that any  material
Intellectual Property is infringed, misappropriated or diluted by a third party,
such Grantor shall (i) take such actions as such Grantor shall  reasonably  deem
appropriate under the  circumstances to protect such  Intellectual  Property and
(ii) if such  Intellectual  Property is of  material  economic  value,  promptly
notify  the   Administrative   Agent  after  it  learns   thereof  and  sue  for
infringement,  misappropriation  or dilution,  to seek  injunctive  relief where
appropriate  and  to  recover  any  and  all  damages  for  such   infringement,
misappropriation or dilution.

                                       17
<PAGE>

                         SECTION 6. REMEDIAL PROVISIONS

         6.1 Certain  Matters  Relating to Receivables.  (a) The  Administrative
Agent shall have the right to make test  verifications of the Receivables in any
manner and through any medium that it reasonably considers  advisable,  and each
Grantor shall furnish all such assistance and information as the  Administrative
Agent may require in connection  with such test  verifications.  At any time and
from time to time, upon the Administrative Agent's request and at the expense of
the relevant Grantor, such Grantor shall cause independent public accountants or
others satisfactory to the Administrative Agent to furnish to the Administrative
Agent reports  showing  reconciliations,  aging and test  verifications  of, and
trial balances for, the Receivables, but not more frequently than annually if no
Event of Default shall have occurred and be continuing;  provided, however, that
if no Event of Default shall have occurred and be continuing, the Administrative
Agent may not contact any obligor under any Receivable in its own name.

         (b) The Administrative  Agent hereby authorizes each Grantor to collect
such Grantor's Receivables,  subject to the Administrative Agent's direction and
control, and the Administrative Agent may curtail or terminate said authority at
any time after the occurrence and during the continuance of an Event of Default.
If required by the  Administrative  Agent at any time after the  occurrence  and
during the continuance of an Event of Default, any payments of Receivables, when
collected by any Grantor,  (i) shall be forthwith (and, in any event, within two
Business  Days)  deposited  by such  Grantor  in the exact form  received,  duly
indorsed  by  such  Grantor  to  the  Administrative  Agent  if  required,  in a
Collateral  Account  maintained  under  the sole  dominion  and  control  of the
Administrative  Agent, subject to withdrawal by the Administrative Agent for the
account of the Lenders only as provided in Section 6.5, and (ii) until so turned
over,  shall be held by such Grantor in trust for the  Administrative  Agent and
the Lenders,  segregated from other funds of such Grantor.  Each such deposit of
Proceeds  of  Receivables  shall  be  accompanied  by a  report  identifying  in
reasonable detail the nature and source of the payments included in the deposit.

         (c) At the Administrative  Agent's request,  each Grantor shall deliver
to the  Administrative  Agent all original and other documents  evidencing,  and
relating to, the agreements and transactions which gave rise to the Receivables,
including,  without  limitation,  all  original  orders,  invoices  and shipping
receipts.

         6.2  Communications  with Obligors;  Grantors  Remain  Liable.  (a) The
Administrative  Agent in its own name or in the name of  others  may at any time
after  the  occurrence  and  during  the  continuance  of an  Event  of  Default
communicate  with obligors under the Receivables and parties to the Contracts to
verify  with them to the  Administrative  Agent's  satisfaction  the  existence,
amount and terms of any Receivables or Contracts.

         (b) Upon the request of the Administrative  Agent at any time after the
occurrence and during the continuance of an Event of Default, each Grantor shall
notify  obligors  on the  Receivables  and  parties  to the  Contracts  that the
Receivables and the Contracts have been assigned to the Administrative Agent for
the ratable benefit of the Lenders and that payments in respect thereof shall be
made directly to the Administrative Agent.

         (c) Anything herein to the contrary notwithstanding, each Grantor shall
remain liable under each of the Receivables and Contracts to observe and perform
all  the  conditions  and  obligations  to  be  observed  and  performed  by  it
thereunder,  all in  accordance  with the  terms of any  agreement  giving  rise
thereto.  Neither  the  Administrative  Agent  nor any  Lender  shall  have  any
obligation  or liability  under any  Receivable  (or any  agreement  giving rise
thereto)  or  Contract  by reason of or  arising  out of this  Agreement  or the
receipt  by the  Administrative  Agent or any  Lender  of any  payment  relating
thereto, nor

                                       18
<PAGE>

shall the  Administrative  Agent or any  Lender be  obligated  in any  manner to
perform  any  of the  obligations  of  any  Grantor  under  or  pursuant  to any
Receivable  (or any  agreement  giving rise  thereto) or  Contract,  to make any
payment,  to make any inquiry as to the nature or the sufficiency of any payment
received  by it or as to  the  sufficiency  of  any  performance  by  any  party
thereunder,  to  present or file any  claim,  to take any action to enforce  any
performance  or to  collect  the  payment  of any  amounts  which  may have been
assigned to it or to which it may be entitled at any time or times.

         6.3 Pledged  Stock.  (a) Unless an Event of Default shall have occurred
and be continuing  and the  Administrative  Agent shall have given notice to the
relevant  Grantor  of  the   Administrative   Agent's  intent  to  exercise  its
corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted
to receive  all cash  dividends  paid in respect  of the  Pledged  Stock and all
payments made in respect of the Pledged  Notes,  in each case paid in the normal
course of business of the relevant Issuer and consistent with past practice,  to
the  extent  permitted  in the Term  Loan  Agreement  and the  Revolving  Credit
Agreement,  and to exercise all voting and corporate  rights with respect to the
Pledged Securities;  provided,  however, that no vote shall be cast or corporate
right  exercised or other action taken which would impair the  Collateral in any
material  respect or which would result in any violation of any provision of the
Term Loan Agreement,  Revolving  Credit  Agreement,  this Agreement or any other
Loan Document.

         (b) If an  Event of  Default  shall  occur  and be  continuing  and the
Administrative  Agent shall give notice of its intent to exercise such rights to
the relevant Grantor or Grantors,  (i) the  Administrative  Agent shall have the
right to receive any and all cash dividends,  payments or other Proceeds paid in
respect  of  the  Pledged  Securities  and  make  application   thereof  to  the
Obligations  in the order set forth in Section  6.5,  and (ii) any or all of the
Pledged Securities shall be registered in the name of the  Administrative  Agent
or its  nominee,  and the  Administrative  Agent or its nominee  may  thereafter
exercise (x) all voting,  corporate and other rights  pertaining to such Pledged
Securities at any meeting of  shareholders  of the relevant Issuer or Issuers or
otherwise and (y) any and all rights of  conversion,  exchange and  subscription
and  any  other  rights,  privileges  or  options  pertaining  to  such  Pledged
Securities  as if  it  were  the  absolute  owner  thereof  (including,  without
limitation,  the right to exchange at its  discretion any and all of the Pledged
Securities upon the merger, consolidation,  reorganization,  recapitalization or
other fundamental  change in the corporate  structure of any Issuer, or upon the
exercise by any Grantor or the Administrative  Agent of any right,  privilege or
option pertaining to such Pledged Securities,  and in connection therewith,  the
right to deposit  and deliver  any and all of the  Pledged  Securities  with any
committee, depositary, transfer agent, registrar or other designated agency upon
such  terms and  conditions  as the  Administrative  Agent may  determine),  all
without  liability except to account for property  actually  received by it, but
the Administrative  Agent shall have no duty to any Grantor to exercise any such
right, privilege or option and shall not be responsible for any failure to do so
or delay in so doing.

         (c) Each Grantor  hereby  authorizes  and instructs  each Issuer of any
Pledged  Securities  pledged by such  Grantor  hereunder  to (i) comply with any
instruction  received by it from the  Administrative  Agent in writing  that (x)
states  that an Event of  Default  has  occurred  and is  continuing  and (y) is
otherwise in accordance with the terms of this  Agreement,  without any other or
further instructions from such Grantor, and each Grantor agrees that each Issuer
shall be fully protected in so complying,  and (ii) unless  otherwise  expressly
permitted  hereby,  pay any  dividends  or other  payments  with  respect to the
Pledged Securities directly to the Administrative Agent.

         6.4 Proceeds to be Turned Over To Administrative  Agent. In addition to
the rights of the Administrative  Agent and the Lenders specified in Section 6.1
with respect to payments of Receivables,  if an Event of Default shall occur and
be continuing, all Proceeds received by any Grantor

                                       19
<PAGE>


consisting  of cash,  checks  and other  near-cash  items  shall be held by such
Grantor in trust for the Administrative  Agent and the Lenders,  segregated from
other funds of such Grantor, and shall,  forthwith upon receipt by such Grantor,
be turned over to the  Administrative  Agent in the exact form  received by such
Grantor  (duly  indorsed  by  such  Grantor  to  the  Administrative  Agent,  if
required).  All Proceeds received by the Administrative Agent hereunder shall be
held by the  Administrative  Agent in a Collateral  Account maintained under its
sole dominion and control.  All Proceeds while held by the Administrative  Agent
in a  Collateral  Account  (or by such  Grantor in trust for the  Administrative
Agent and the Lenders) shall continue to be held as collateral  security for all
the  Obligations  and shall not  constitute  payment  thereof  until  applied as
provided in Section 6.5.

         6.5 Application of Proceeds. At such intervals as may be agreed upon by
the Borrower and the Administrative Agent, or, if an Event of Default shall have
occurred and be continuing,  at any time at the Administrative Agent's election,
the  Administrative  Agent may apply  all or any part of  Proceeds  constituting
Collateral,  whether or not held in any Collateral Account,  and any proceeds of
the  guarantee  set forth in Section 2, in  payment  of the  Obligations  in the
following order:

          First,   to  pay   incurred  and  unpaid  fees  and  expenses  of  the
     Administrative Agent under the Loan Documents;

          Second,  to the  Administrative  Agent,  for application by it towards
     payment of amounts  then due and owing and  remaining  unpaid in respect of
     the Obligations, pro rata among the Lenders according to the amounts of the
     Obligations then due and owing and remaining unpaid to the Lenders;

          Third,  to the  Administrative  Agent,  for  application by it towards
     prepayment of the Obligations,  pro rata among the Lenders according to the
     amounts of the Obligations then held by the Lenders;

          Fourth,  to the  Administrative  Agent,  for application by it towards
     replacement  of  outstanding  Letters of Credit and/or deposit an amount in
     cash in a cash collateral account established with the Administrative Agent
     for the benefit of the Lenders on terms and conditions  satisfactory to the
     Administrative Agent and the applicable Issuing Lender; and

          Fifth,  any balance of such Proceeds  remaining  after the Obligations
     shall have been paid in full, no Letters of Credit shall be outstanding and
     the Commitments shall have terminated shall be paid over to the Borrower or
     to whomsoever may be lawfully entitled to receive the same.

         6.6 Code and Other Remedies.  If an Event of Default shall occur and be
continuing, the Administrative Agent, on behalf of the Lenders, may exercise, in
addition to all other rights and remedies  granted to them in this Agreement and
in any other  instrument  or agreement  securing,  evidencing or relating to the
Obligations,  all rights and remedies of a secured  party under the New York UCC
or any other  applicable law.  Without limiting the generality of the foregoing,
the  Administrative  Agent,  without  demand  of  performance  or other  demand,
presentment,  protest,  advertisement  or notice of any kind  (except any notice
required by law  referred  to below) to or upon any Grantor or any other  Person
(all and each of which demands, defenses,  advertisements and notices are hereby
waived), may in such circumstances forthwith collect,  receive,  appropriate and
realize upon the  Collateral,  or any part thereof,  and/or may forthwith  sell,
lease,  assign, give option or options to purchase,  or otherwise dispose of and
deliver  the  Collateral  or any  part  thereof  (or  contract  to do any of the
foregoing),  in one or more parcels at public or private  sale or sales,  at any
exchange,  broker's board or office of the Administrative Agent or any Lender or
elsewhere  upon such terms and  conditions as it may deem  advisable and at such
prices as 

                                       20
<PAGE>


it may  deem  best,  for  cash  or on  credit  or for  future  delivery  without
assumption of any credit risk. The Administrative Agent or any Lender shall have
the right upon any such public sale or sales,  and, to the extent  permitted  by
law,  upon any such private sale or sales,  to purchase the whole or any part of
the  Collateral  so sold,  free of any  right or  equity  of  redemption  in any
Grantor,  which  right or equity is hereby  waived and  released.  Each  Grantor
further  agrees,  at  the  Administrative   Agent's  request,  to  assemble  the
Collateral and make it available to the Administrative Agent at places which the
Administrative Agent shall reasonably select, whether at such Grantor's premises
or elsewhere.  The  Administrative  Agent shall apply the proceeds of any action
taken by it pursuant to this Section 6.6, after  deducting all reasonable  costs
and expenses of every kind incurred in connection therewith or incidental to the
care or  safekeeping  of any of the  Collateral  or in any way  relating  to the
Collateral or the rights of the Administrative  Agent and the Lenders hereunder,
including, without limitation,  reasonable attorneys' fees and disbursements, to
the  payment  in  whole  or in part of the  Obligations,  in such  order  as the
Administrative  Agent may elect,  and only after such  application and after the
payment  by  the  Administrative  Agent  of any  other  amount  required  by any
provision of law, including, without limitation,  Section 9-504(1)(c) of the New
York UCC, need the Administrative  Agent account for the surplus, if any, to any
Grantor.  To the extent  permitted by applicable  law,  each Grantor  waives all
claims,  damages and demands it may acquire against the Administrative  Agent or
any Lender arising out of the exercise by them of any rights  hereunder.  If any
notice of a proposed sale or other  disposition of Collateral  shall be required
by law, such notice shall be deemed  reasonable  and proper if given at least 10
days before such sale or other disposition.

         6.7  Registration   Rights.  (a)  If  the  Administrative  Agent  shall
determine to exercise its right to sell any or all of the Pledged Stock pursuant
to  Section  6.6,  and  if in the  opinion  of the  Administrative  Agent  it is
necessary or advisable to have the Pledged Stock,  or that portion thereof to be
sold,  registered  under the  provisions  of the  Securities  Act,  the relevant
Grantor will cause the Issuer thereof to (i) execute and deliver,  and cause the
directors  and  officers  of such  Issuer  to  execute  and  deliver,  all  such
instruments and documents, and do or cause to be done all such other acts as may
be, in the  opinion of the  Administrative  Agent,  necessary  or  advisable  to
register  the  Pledged  Stock,  or that  portion  thereof to be sold,  under the
provisions  of the  Securities  Act,  (ii) use its  best  efforts  to cause  the
registration  statement  relating  thereto  to  become  effective  and to remain
effective for a period of one year from the date of the first public offering of
the  Pledged  Stock,  or that  portion  thereof  to be sold,  and (iii) make all
amendments thereto and/or to the related prospectus which, in the opinion of the
Administrative  Agent,  are necessary or advisable,  all in conformity  with the
requirements  of the  Securities  Act  and  the  rules  and  regulations  of the
Securities and Exchange Commission  applicable  thereto.  Each Grantor agrees to
cause such Issuer to comply with the  provisions of the securities or "Blue Sky"
laws of any and all jurisdictions which the Administrative Agent shall designate
and to make  available  to its  security  holders,  as soon as  practicable,  an
earnings statement (which need not be audited) which will satisfy the provisions
of Section 11(a) of the Securities Act.

         (b) Each Grantor recognizes that the Administrative Agent may be unable
to effect a public  sale of any or all the Pledged  Stock,  by reason of certain
prohibitions  contained in the Securities Act and  applicable  state  securities
laws or  otherwise,  and may be compelled to resort to one or more private sales
thereof  to a  restricted  group of  purchasers  which will be obliged to agree,
among  other  things,  to acquire  such  securities  for their own  account  for
investment  and not with a view to the  distribution  or  resale  thereof.  Each
Grantor  acknowledges and agrees that any such private sale may result in prices
and  other  terms  less  favorable  than if such  sale  were a public  sale and,
notwithstanding  such circumstances,  agrees that any such private sale shall be
deemed to have been made in a commercially reasonable manner. The Administrative
Agent shall be under no  obligation  to delay a sale of any of the Pledged Stock
for the period of time  necessary to permit the Issuer  thereof to register such

                                       21
<PAGE>


securities for public sale under the Securities Act, or under  applicable  state
securities laws, even if such Issuer would agree to do so.

         (c) Each  Grantor  agrees to use its best  efforts to do or cause to be
done all such other acts as may be  necessary  to make such sale or sales of all
or any  portion of the  Pledged  Stock  pursuant  to this  Section 6.7 valid and
binding and in compliance with any and all other applicable Requirements of Law.
Each Grantor  further agrees that a breach of any of the covenants  contained in
this Section 6.7 will cause irreparable injury to the  Administrative  Agent and
the  Lenders,  that the  Administrative  Agent and the Lenders  have no adequate
remedy at law in respect of such  breach and,  as a  consequence,  that each and
every covenant  contained in this Section 6.7 shall be specifically  enforceable
against such  Grantor,  and such Grantor  hereby waives and agrees not to assert
any defenses against an action for specific performance of such covenants except
for a defense that no Event of Default has occurred.

         6.8 Waiver;  Deficiency.  Each Grantor  waives and agrees not to assert
any rights or  privileges  which it may acquire  under  Section 9-112 of the New
York UCC. Each Grantor shall remain liable for any deficiency if the proceeds of
any sale or other  disposition  of the Collateral  are  insufficient  to pay its
Obligations  and the fees and  disbursements  of any  attorneys  employed by the
Administrative Agent or any Lender to collect such deficiency.


                       SECTION 7. THE ADMINISTRATIVE AGENT

         7.1 Administrative  Agent's Appointment as  Attorney-in-Fact,  etc. (a)
Each Grantor  hereby  irrevocably  constitutes  and appoints the  Administrative
Agent and any officer or agent thereof, with full power of substitution,  as its
true and lawful  attorney-in-fact  with full irrevocable  power and authority in
the place and stead of such  Grantor  and in the name of such  Grantor or in its
own name, for the purpose of carrying out the terms of this  Agreement,  to take
any and all  appropriate  action  and to  execute  any  and  all  documents  and
instruments  which may be necessary or desirable to  accomplish  the purposes of
this  Agreement,  and,  without  limiting the generality of the foregoing,  each
Grantor hereby gives the Administrative  Agent the power and right, on behalf of
such Grantor,  without notice to or assent by such Grantor,  to do any or all of
the following:

               (i) in the name of such  Grantor or its own name,  or  otherwise,
          take possession of and indorse and collect any checks,  drafts, notes,
          acceptances or other  instruments  for the payment of moneys due under
          any Receivable or Contract or with respect to any other Collateral and
          file any claim or take any other action or  proceeding in any court of
          law or equity or otherwise  deemed  appropriate by the  Administrative
          Agent for the purpose of collecting  any and all such moneys due under
          any  Receivable  or Contract or with  respect to any other  Collateral
          whenever payable;

               (ii)  in the  case  of any  Intellectual  Property,  execute  and
          deliver,  and  have  recorded,  any and all  agreements,  instruments,
          documents  and  papers  as the  Administrative  Agent may  request  to
          evidence the Administrative Agent's and the Lenders' security interest
          in such Intellectual Property and the goodwill and general intangibles
          of such Grantor relating thereto or represented thereby;

               (iii) pay or  discharge  taxes  and Liens  levied or placed on or
          threatened against the Collateral, effect any repairs or any insurance
          called for by the terms of this  Agreement  and pay all or any part of
          the premiums therefor and the costs thereof;

                                       22

<PAGE>

               (iv) execute, in connection with any sale provided for in Section
          6.6 or 6.7, any  indorsements,  assignments  or other  instruments  of
          conveyance or transfer with respect to the Collateral; and

               (v)(1)  direct any party liable for any payment  under any of the
          Collateral  to make payment of any and all moneys due or to become due
          thereunder   directly   to  the   Administrative   Agent   or  as  the
          Administrative Agent shall direct; (2) ask or demand for, collect, and
          receive  payment of and receipt  for,  any and all moneys,  claims and
          other  amounts  due or to  become  due at any  time in  respect  of or
          arising out of any  Collateral;  (3) sign and  indorse  any  invoices,
          freight  or express  bills,  bills of  lading,  storage  or  warehouse
          receipts, drafts against debtors, assignments,  verifications, notices
          and other  documents in  connection  with any of the  Collateral;  (4)
          commence and prosecute any suits,  actions or proceedings at law or in
          equity  in  any  court  of  competent   jurisdiction  to  collect  the
          Collateral  or any  portion  thereof and to enforce any other right in
          respect of any Collateral;  (5) defend any suit,  action or proceeding
          brought  against  such Grantor  with  respect to any  Collateral;  (6)
          settle,  compromise or adjust any such suit, action or proceeding and,
          in  connection  therewith,  give such  discharges  or  releases as the
          Administrative  Agent may deem appropriate;  (7) assign any Copyright,
          Patent or Trademark  (along with the goodwill of the business to which
          any such  Copyright,  Patent or Trademark  pertains),  throughout  the
          world for such term or terms, on such conditions,  and in such manner,
          as the  Administrative  Agent shall in its sole discretion  determine;
          and (8) generally,  sell, transfer, pledge and make any agreement with
          respect to or otherwise  deal with any of the  Collateral as fully and
          completely as though the Administrative  Agent were the absolute owner
          thereof for all purposes, and do, at the Administrative Agent's option
          and such  Grantor's  expense,  at any time, or from time to time,  all
          acts and things  which the  Administrative  Agent deems  necessary  to
          protect,   preserve   or   realize   upon  the   Collateral   and  the
          Administrative Agent's and the Lenders' security interests therein and
          to effect the intent of this  Agreement,  all as fully and effectively
          as such Grantor might do.

         Anything in this Section  7.1(a) to the contrary  notwithstanding,  the
Administrative Agent agrees that it will not exercise any rights under the power
of attorney provided for in this Section 7.1(a) unless an Event of Default shall
have occurred and be continuing.

         (b)  If  any  Grantor  fails  to  perform  or  comply  with  any of its
agreements  contained herein, the Administrative  Agent, at its option following
notice to such Grantor of such failure, but without any obligation so to do, may
perform or comply,  or otherwise  cause  performance  or  compliance,  with such
agreement.

         (c) The expenses of the  Administrative  Agent  incurred in  connection
with actions  undertaken as provided in this Section 7.1, together with interest
thereon at a rate per annum equal to the rate per annum at which  interest would
then be  payable  on past due  Revolving  Credit  Loans that are Base Rate Loans
under  the  Revolving  Credit  Agreement,  from  the  date  of  payment  by  the
Administrative  Agent to the date reimbursed by the relevant  Grantor,  shall be
payable by such Grantor to the Administrative Agent on demand.

         (d) Each Grantor hereby ratifies all that said attorneys shall lawfully
do or cause to be done by virtue hereof. All powers, authorizations and agencies
contained in this  Agreement  are coupled  with an interest and are  irrevocable
until this Agreement is terminated and the security interests created hereby are
released.

         7.2 Duty of Administrative Agent. The Administrative  Agent's sole duty
with  respect to the  custody,  safekeeping  and  physical  preservation  of the
Collateral  in its  possession,  under  Section  9-

                                       23
<PAGE>


207 of the New  York  UCC or  otherwise,  shall  be to deal  with it in the same
manner as the  Administrative  Agent  deals with  similar  property  for its own
account.  Neither  the  Administrative  Agent,  any  Lender  nor  any  of  their
respective officers, directors,  employees or agents shall be liable for failure
to demand,  collect or realize  upon any of the  Collateral  or for any delay in
doing so or shall be under any  obligation  to sell or otherwise  dispose of any
Collateral  upon the request of any  Grantor or any other  Person or to take any
other action  whatsoever with regard to the Collateral or any part thereof.  The
powers  conferred  on the  Administrative  Agent and the Lenders  hereunder  are
solely to protect the  Administrative  Agent's and the Lenders' interests in the
Collateral  and shall not impose any duty upon the  Administrative  Agent or any
Lender to exercise any such  powers.  The  Administrative  Agent and the Lenders
shall be accountable  only for amounts that they actually receive as a result of
the  exercise  of such  powers,  and  neither  they nor any of  their  officers,
directors,  employees or agents shall be  responsible to any Grantor for any act
or failure to act  hereunder,  except for their own gross  negligence or willful
misconduct.

         7.3 Execution of Financing Statements. Pursuant to Section 9-402 of the
New  York  UCC and  any  other  applicable  law,  each  Grantor  authorizes  the
Administrative  Agent to file or record financing statements and other filing or
recording  documents or instruments  with respect to the Collateral  without the
signature of such Grantor in such form and in such offices as the Administrative
Agent reasonably determines appropriate to perfect the security interests of the
Administrative Agent under this Agreement.  A photographic or other reproduction
of this Agreement  shall be sufficient as a financing  statement or other filing
or recording document or instrument for filing or recording in any jurisdiction.

         7.4 Authority of Administrative  Agent. Each Grantor  acknowledges that
the rights and responsibilities of the Administrative Agent under this Agreement
with respect to any action taken by the Administrative  Agent or the exercise or
non-exercise by the Administrative Agent of any option,  voting right,  request,
judgment or other right or remedy  provided  for herein or  resulting or arising
out of this  Agreement  shall,  as  between  the  Administrative  Agent  and the
Lenders,  be  governed  by the Term  Loan  Agreement  and the  Revolving  Credit
Agreement and by such other  agreements  with respect  thereto as may exist from
time to time among  them,  but,  as  between  the  Administrative  Agent and the
Grantors,  the Administrative Agent shall be conclusively  presumed to be acting
as agent for the Lenders with full and valid authority so to act or refrain from
acting,  and no Grantor  or other  Person  (except a Lender)  shall be under any
obligation, or entitlement, to make any inquiry respecting such authority.


                            SECTION 8. MISCELLANEOUS

         8.1  Amendments  in Writing.  None of the terms or  provisions  of this
Agreement may be waived,  amended,  supplemented or otherwise modified except in
accordance  with Section 9.1 of the Term Loan  Agreement  and Section 9.1 of the
Revolving Credit Agreement.

         8.2  Notices.  All  notices,  requests  and  demands  to  or  upon  the
Administrative  Agent or any Grantor  hereunder  shall be effected in the manner
provided  for in Section 9.2 of the Term Loan  Agreement  and Section 9.2 of the
Revolving Credit Agreement;  provided that any such notice, request or demand to
or upon any Guarantor shall be addressed to such Guarantor at its notice address
set forth on Schedule 1.

         8.3 No Waiver by Course of Conduct;  Cumulative  Remedies.  Neither the
Administrative  Agent  nor any  Lender  shall by any act  (except  by a  written
instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be
deemed to have waived any right or remedy hereunder or to have acquiesced in any
Default  or  Event  of  Default.  No  failure  to  exercise,  nor any  delay  in
exercising,  on the part of the  Administrative  Agent or any Lender, any right,
power or privilege  

                                       24

<PAGE>

hereunder  shall operate as a waiver thereof.  No single or partial  exercise of
any right,  power or  privilege  hereunder  shall  preclude any other or further
exercise  thereof or the  exercise of any other  right,  power or  privilege.  A
waiver  by the  Administrative  Agent  or any  Lender  of any  right  or  remedy
hereunder  on any one  occasion  shall not be construed as a bar to any right or
remedy which the Administrative Agent or such Lender would otherwise have on any
future occasion. The rights and remedies herein provided are cumulative,  may be
exercised  singly or  concurrently  and are not exclusive of any other rights or
remedies provided by law.

         8.4 Enforcement Expenses; Indemnification. (a) Each Guarantor agrees to
pay or reimburse each Lender and the Administrative  Agent for all its costs and
expenses  incurred in  collecting  against such  Guarantor  under the  guarantee
contained in Section 2 or otherwise  enforcing  or  preserving  any rights under
this  Agreement and the other Loan Documents to which such Guarantor is a party,
including,  without limitation, the fees and disbursements of counsel (including
the  allocated  fees and  expenses  of  in-house  counsel) to each Lender and of
counsel to the Administrative Agent.

         (b) Each Guarantor agrees to pay, and to save the Administrative  Agent
and the Lenders  harmless  from,  any and all  liabilities  with  respect to, or
resulting from any delay in paying,  any and all stamp,  excise,  sales or other
taxes which may be payable or  determined  to be payable  with respect to any of
the Collateral or in connection  with any of the  transactions  contemplated  by
this Agreement.

         (c) Each Guarantor agrees to pay, and to save the Administrative  Agent
and the Lenders  harmless from, any and all  liabilities,  obligations,  losses,
damages, penalties,  actions, judgments, suits, costs, expenses or disbursements
of any kind or  nature  whatsoever  with  respect  to the  execution,  delivery,
enforcement,  performance and administration of this Agreement to the extent the
Borrower  would be  required  to do so  pursuant to Section 9.5 of the Term Loan
Agreement and Section 9.5 of the Revolving Credit Agreement.

         (d) The  agreements  in this  Section  shall  survive  repayment of the
Obligations  and all other amounts  payable under the Term Loan  Agreement,  the
Revolving Credit Agreement and the other Loan Documents.

         8.5  Successors and Assigns.  This Agreement  shall be binding upon the
successors  and  assigns of each  Grantor  and shall inure to the benefit of the
Administrative Agent and the Lenders and their successors and assigns;  provided
that  no  Grantor  may  assign,  transfer  or  delegate  any  of its  rights  or
obligations  under  this  Agreement  without  the prior  written  consent of the
Administrative Agent.

         8.6  Set-Off.   Each  Grantor   hereby   irrevocably   authorizes   the
Administrative  Agent and each Lender at any time and from time to time while an
Event of Default shall have occurred and be  continuing,  without notice to such
Grantor or any other  Grantor,  any such notice being  expressly  waived by each
Grantor,  to set off and appropriate and apply any and all deposits  (general or
special, time or demand,  provisional or final), in any currency,  and any other
credits, indebtedness or claims, in any currency, in each case whether direct or
indirect,  absolute or  contingent,  matured or  unmatured,  at any time held or
owing by the  Administrative  Agent or such  Lender to or for the  credit or the
account  of  such  Grantor,   or  any  part  thereof  in  such  amounts  as  the
Administrative  Agent or such  Lender may elect,  against  and on account of the
obligations and liabilities of such Grantor to the Administrative  Agent or such
Lender   hereunder   and  claims  of  every  nature  and   description   of  the
Administrative  Agent or such Lender  against  such  Grantor,  in any  currency,
whether  arising  hereunder,  under the Term Loan  Agreement  and the  Revolving
Credit  Agreement,   under  any  other  Loan  Document  or  otherwise,   as  the
Administrative Agent or such Lender may elect, whether or not the Administrative
Agent  or any  Lender  has  made  any  demand  for  payment  and  although  such
obligations, liabilities and claims may be

                                       25

<PAGE>


contingent or unmatured.  The Administrative  Agent and each Lender shall notify
such  Grantor  promptly  of any such  set-off  and the  application  made by the
Administrative  Agent or such Lender of the proceeds thereof,  provided that the
failure to give such notice  shall not affect the  validity of such  set-off and
application.  The rights of the Administrative  Agent and each Lender under this
Section  are in  addition  to other  rights  and  remedies  (including,  without
limitation,  other  rights of set-off)  which the  Administrative  Agent or such
Lender may have.

         8.7 Counterparts.  This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate  counterparts  (including by
telecopy),  and all of said  counterparts  taken  together  shall be  deemed  to
constitute one and the same instrument.

         8.8  Severability.  Any provision of this Agreement which is prohibited
or  unenforceable  in  any  jurisdiction  shall,  as to  such  jurisdiction,  be
ineffective  to the  extent  of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

         8.9 Section  Headings.  The Section headings used in this Agreement are
for convenience of reference only and are not to affect the construction  hereof
or be taken into consideration in the interpretation hereof.

         8.10 Integration. This Agreement and the other Loan Documents represent
the agreement of the  Grantors,  the  Administrative  Agent and the Lenders with
respect to the subject  matter  hereof and  thereof,  and there are no promises,
undertakings,  representations or warranties by the Administrative  Agent or any
Lender  relative to subject matter hereof and thereof not expressly set forth or
referred to herein or in the other Loan Documents.

         8.11 GOVERNING LAW. THIS AGREEMENT  SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

         8.12  Submission  To   Jurisdiction;   Waivers.   Each  Grantor  hereby
irrevocably and unconditionally:

          (a)  submits  for  itself  and its  property  in any  legal  action or
     proceeding relating to this Agreement and the other Loan Documents to which
     it is a party,  or for  recognition  and  enforcement  of any  judgment  in
     respect thereof, to the non-exclusive general jurisdiction of the Courts of
     the State of New York,  the courts of the United  States of America for the
     Southern District of New York, and appellate courts from any thereof;

          (b) consents that any such action or proceeding may be brought in such
     courts and waives any  objection  that it may now or hereafter  have to the
     venue of any such  action  or  proceeding  in any such  court or that  such
     action or proceeding was brought in an inconvenient court and agrees not to
     plead or claim the same;

          (c) agrees that  service of process in any such  action or  proceeding
     may be effected by mailing a copy thereof by registered  or certified  mail
     (or any  substantially  similar  form of mail),  postage  prepaid,  to such
     Grantor at its address  referred to in Section 8.2 or at such other address
     of which  the  Administrative  Agent  shall  have  been  notified  pursuant
     thereto;

                                       26

<PAGE>

          (d)  agrees  that  nothing  herein  shall  affect  the right to effect
     service of process in any other manner  permitted by law or shall limit the
     right to sue in any other jurisdiction; and

          (e) waives,  to the maximum extent not prohibited by law, any right it
     may have to claim or recover in any legal action or proceeding  referred to
     in this Section any special, exemplary, punitive or consequential damages.

         8.13 Acknowledgments. Each Grantor hereby acknowledges that:

          (a) it has been advised by counsel in the  negotiation,  execution and
     delivery of this  Agreement  and the other Loan  Documents to which it is a
     party;

          (b) neither the Administrative  Agent nor any Lender has any fiduciary
     relationship  with or duty to any Grantor  arising out of or in  connection
     with  this  Agreement  or  any  of  the  other  Loan  Documents,   and  the
     relationship between the Grantors,  on the one hand, and the Administrative
     Agent and the  Lenders,  on the  other  hand,  in  connection  herewith  or
     therewith is solely that of debtor and creditor; and

          (c) no joint venture is created  hereby or by the other Loan Documents
     or otherwise exists by virtue of the transactions contemplated hereby among
     the Lenders or among the Grantors and the Lenders.

         8.14  Additional  Grantors.  Each  Subsidiary  of the Borrower  that is
required to become a party to this  Agreement  pursuant  to Section  5.10 of the
Term Loan  Agreement and Section 5.10 of the Revolving  Credit  Agreement  shall
become a Grantor for all purposes of this  Agreement upon execution and delivery
by such Subsidiary of an Assumption Agreement in the form of Annex 1 hereto.

         8.15  Releases.  (a) At such  time  as the  Borrower  Revolving  Credit
Obligations,  the  Borrower  Term Loan  Obligations  and any  obligations  owing
pursuant  to this  Agreement  shall  have been  indefeasibly  paid in full,  the
Commitments  have been terminated and no Letters of Credit shall be outstanding,
the  Collateral  shall be  released  from the  Liens  created  hereby,  and this
Agreement and all obligations (other than those expressly stated to survive such
termination)  of the  Administrative  Agent  and each  Grantor  hereunder  shall
terminate,  all without  delivery of any instrument or performance of any act by
any party, and all rights to the Collateral shall revert to the Grantors. At the
request and sole  expense of any Grantor  following  any such  termination,  the
Administrative  Agent shall deliver to such Grantor any  Collateral  held by the
Administrative  Agent  hereunder,  and execute and deliver to such  Grantor such
documents as such Grantor shall reasonably request to evidence such termination.

         (b) If any of the  Collateral  shall be sold,  transferred or otherwise
disposed of by any Grantor in a transaction permitted by the Term Loan Agreement
and the  Revolving  Credit  Agreement,  then the  Administrative  Agent,  at the
request  and sole  expense of such  Grantor,  shall  execute and deliver to such
Grantor all releases or other  documents  reasonably  necessary or desirable for
the release of the Liens created hereby on such  Collateral.  At the request and
sole expense of the Borrower,  a Subsidiary Guarantor shall be released from its
obligations hereunder in the event that all the Capital Stock of such Subsidiary
Guarantor shall be sold,  transferred or otherwise  disposed of in a transaction
permitted  by the  Term  Loan  Agreement  and the  Revolving  Credit  Agreement;
provided that the Borrower shall have delivered to the Administrative  Agent, at
least ten  Business  Days prior to the date of the proposed  release,  a written
request for release identifying the relevant Subsidiary  Guarantor and the terms
of the sale or other  disposition  in  reasonable  detail,  including  the price
thereof and any expenses in connection 

                                       27

<PAGE>

therewith,  together  with a  certification  by the  Borrower  stating that such
transaction  is in  compliance  with the Term Loan  Agreement  and the Revolving
Credit  Agreement and the other Loan  Documents.  

                                       28

<PAGE>


         8.16  WAIVER  OF  JURY  TRIAL.  EACH  GRANTOR  HEREBY  IRREVOCABLY  AND
UNCONDITIONALLY  WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

         IN WITNESS  WHEREOF,  each of the undersigned has caused this Guarantee
and Collateral  Agreement to be duly executed and delivered as of the date first
above written.


                                        B & G FOODS, INC.


                                        By: /s/
                                           ------------------------
                                           Title:


                                        B & G FOODS HOLDINGS CORP.


                                        By: /s/
                                           ------------------------
                                           Title:


                                        BGH  HOLDINGS, INC.


                                        By: /s/
                                           ------------------------
                                           Title:


                                        BLOCH & GUGGENHEIMER, INC.


                                        By: /s/
                                           ------------------------
                                           Title:


                                        ROSELAND DISTRIBUTION COMPANY


                                        By: /s/
                                           ------------------------
                                           Title:

                                       29

<PAGE>

                                        BURNS & RICKER, INC.


                                        By: /s/
                                           -----------------------
                                           Title:


                                        RWBV ACQUISITION CORP.


                                        By: /s/
                                           ------------------------
                                           Title:


                                        TRAPPEY'S FINE FOODS, INC.


                                        By: /s/
                                           ------------------------
                                           Title:


                                        MAPLE GROVE FARMS OF VERMONT, INC.


                                        By: /s/
                                           ------------------------
                                           Title:


                                        HERITAGE ACQUISITION CORP.


                                        By: /s/
                                           ------------------------
                                           Title:


                                        WILLIAM UNDERWOOD COMPANY


                                        By: /s/
                                           ------------------------
                                           Title:



                                       30


<PAGE>

                                                                      Schedule 1


                         NOTICE ADDRESSES OF GUARANTORS


<PAGE>


                                                                      Schedule 2


                        DESCRIPTION OF PLEDGED SECURITIES


Pledged Stock:

   Issuer       Class of Stock        Stock Certificate No.        No. of Shares
   ------       --------------        ---------------------        -------------










Pledged Notes:

   Issuer                           Payee                     Principal Amount
   ------                           -----                     ----------------












<PAGE>

                                                                      Schedule 3


                            FILINGS AND OTHER ACTIONS
                     REQUIRED TO PERFECT SECURITY INTERESTS


                         Uniform Commercial Code Filings
                         -------------------------------


         [List each office where a financing statement is to be filed]*




                          Patent and Trademark Filings
                          ----------------------------


                               [List all filings]




                     Actions with respect to Pledged Stock**
                     ---------------------------------------




                                  Other Actions
                                  -------------


                      [Describe other actions to be taken]



------------------------

*    Note that  perfection  of  security  interests  in patents  and  trademarks
     requires filings under the UCC in the jurisdictions  where filings would be
     made for general intangibles, as well as fling in the U.S. Copyright Office
     and the U.S. Patent & Trademark Office.

**   If the  interest  of a Grantor in Pledged  Stock  appears on the books of a
     financial intermediary, the procedures for creation of the pledge specified
     in 8-313(h) of the New York UCC will have to be followed.  These procedures
     involve notification to the financial intermediary.

<PAGE>

                                                                      Schedule 4

       LOCATION OF JURISDICTION OF ORGANIZATION AND CHIEF EXECUTIVE OFFICE


                    Grantor                       Location
                    -------                       --------


<PAGE>

                                                                      Schedule 5
                                                                      


                       LOCATION OF INVENTORY AND EQUIPMENT



                    Grantor                       Locations
                    -------                       ---------


<PAGE>


                                                                      Schedule 6


                        COPYRIGHTS AND COPYRIGHT LICENSES




                           PATENTS AND PATENT LICENSES




                        TRADEMARKS AND TRADEMARK LICENSES



<PAGE>

                                                                      Schedule 7
                                                                      

                                    CONTRACTS


<PAGE>


                                                                      Schedule 8
                                                                      


                              EXISTING PRIOR LIENS


<PAGE>


                           ACKNOWLEDGMENT AND CONSENT


         The undersigned hereby acknowledges  receipt of a copy of the Guarantee
and Collateral  Agreement dated as of March 15, 1999 (the "Agreement"),  made by
the Grantors parties thereto for the benefit of Lehman Commercial Paper Inc., as
Administrative   Agent.   The   undersigned   agrees  for  the  benefit  of  the
Administrative Agent and the Lenders as follows:

         1. The  undersigned  will notify the  Administrative  Agent promptly in
writing of the  occurrence of any of the events  described in Section  5.8(a) of
the Agreement.

         2. The  terms  of  Sections  6.7 of the  Agreement  shall  apply to it,
mutatis  mutandis,  with  respect  to all  actions  that may be  required  of it
pursuant to Section 6.7 of the Agreement.

                              [NAME OF ISSUER]



                              By  /s/
                                 -----------------------------

                              Title
                                    -----------------------------

                              Address for Notices:

                              ------------------------------------
                              ------------------------------------
                              Fax:
                                   -------------------------------


<PAGE>


                                                                      Annex 1 to
                                              Guarantee and Collateral Agreement



         ASSUMPTION  AGREEMENT,  dated as of  ________________,  _____,  made by
______________________________,  a  ______________  corporation (the "Additional
Grantor"), in favor of LEHMAN COMMERCIAL PAPER INC., as administrative agent (in
such capacity,  the  "Administrative  Agent") for the banks and other  financial
institutions  (the  "Lenders")  parties to the Term Loan Agreement and Revolving
Credit  Agreement  referred to below.  All capitalized  terms not defined herein
shall  have  the  meaning  ascribed  to them in such  Term  Loan  Agreement  and
Revolving Credit Agreement.


                              W I T N E S S E T H:
                              --------------------


         WHEREAS, B & G FOODS, INC. (the "Borrower"), B & G FOODS HOLDINGS CORP.
("Holdings") the Lenders and the  Administrative  Agent have entered into a Term
Loan  Agreement  and  Revolving  Credit  Agreement,  dated as of March 15,  1999
(respectively, as amended, supplemented or otherwise modified from time to time,
the "Term Loan Agreement" and the "Revolving  Credit  Agreement";  collectively,
the "Credit Agreements");

         WHEREAS,  in connection  with the Credit  Agreements,  the Borrower and
certain of its Affiliates (other than the Additional  Grantor) have entered into
the Guarantee and Collateral Agreement,  dated as of March 15, 1999 (as amended,
supplemented  or  otherwise  modified  from  time to time,  the  "Guarantee  and
Collateral  Agreement") in favor of the  Administrative  Agent,  for the ratable
benefit of the Lenders;

         WHEREAS, the Term Loan Agreement and Revolving Credit Agreement require
the  Additional  Grantor  to  become a party  to the  Guarantee  and  Collateral
Agreement; and

         WHEREAS,  the Additional Grantor has agreed to execute and deliver this
Assumption  Agreement in order to become a party to the Guarantee and Collateral
Agreement;

         NOW, THEREFORE, IT IS AGREED:

         Guarantee and Collateral  Agreement.  By executing and delivering  this
Assumption Agreement, the Additional Grantor, as provided in Section 8.14 of the
Guarantee and Collateral Agreement,  hereby becomes a party to the Guarantee and
Collateral  Agreement as a Grantor  thereunder with the same force and effect as
if originally named therein as a Grantor and, without limiting the generality of
the foregoing,  hereby  expressly  assumes all  obligations and liabilities of a
Grantor  thereunder.  The  information  set forth in Annex 1-A  hereto is hereby
added to the information set forth in Schedules ____________*** to the Guarantee
and Collateral Agreement.  The Additional Grantor hereby represents and warrants
that,  with  respect  to  itself,  each of the  representations  and  warranties
contained in Section 4 of the  Guarantee  and  Collateral  Agreement is true and
correct  on and as the date  hereof  (after  giving  effect  to this  Assumption
Agreement) as if made on and as of such date.


-------------------
*** Refer to each Schedule which needs to be supplemented.

<PAGE>

         GOVERNING  LAW.  THIS  ASSUMPTION  AGREEMENT  SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

         IN  WITNESS  WHEREOF,   the  undersigned  has  caused  this  Assumption
Agreement to be duly executed and delivered as of the date first above written.

                                         [ADDITIONAL GRANTOR]



                                         By: /s/
                                             ---------------------------
                                             Name:
                                             Title:




                                        2