Exhibit 10.3


                          $417,000,000

                      AMENDED AND RESTATED
                        CREDIT AGREEMENT


                           dated as of


                         January 9, 1998


                              among


                     ACX Technologies, Inc.


                     The Banks Party Hereto


                               and


           Morgan Guaranty Trust Company of New York,
                            as Agent

               ___________________________________

                 Bank of America National Trust
                    and Savings Association,
                           as Co-Agent

                  J.P. Morgan Securities Inc.,
                            Arranger
                                


                                
                        TABLE OF CONTENTS

                                                           PAGE

                            ARTICLE 1
                           DEFINITIONS

SECTION 1.01.  Definitions                                   1
SECTION 1.02.  Accounting Terms and Determinations          14


                            ARTICLE 2
                           THE CREDITS

SECTION 2.01.  Commitments to Lend                          14
SECTION 2.02.  Method of Borrowing                          15
SECTION 2.03.  Maturity of Loans                            16
SECTION 2.04.  Interest Rates                               16
SECTION 2.05.  Method of Electing Interest Rates            19
SECTION 2.06.  Commitment Fees                              20
SECTION 2.07.  Termination or Reduction of Commitments      21
SECTION 2.08.  Optional Prepayments                         21
SECTION 2.09.  General Provisions as to Payments            21
SECTION 2.10.  Funding Losses                               22
SECTION 2.11.  Computation of Interest and Fees             22
SECTION 2.12.  Notes                                        23
SECTION 2.13.  Regulation D Compensation                    23
SECTION 2.14.  Commitment Reduction Events                  23


                            ARTICLE 3
                           CONDITIONS

SECTION 3.01.  Effective Date                               24
SECTION 3.02.  Consequence of Effectiveness                 25
SECTION 3.03.  Borrowings to Finance Acquisition of
               Target Shares                                25
SECTION 3.04.  Borrowings for Other Corporate Purposes      26


                            ARTICLE 4
                 REPRESENTATIONS AND WARRANTIES

SECTION 4.01.  Corporate Existence and Power                27
SECTION 4.02.  Corporate and Governmental Authorization;
               No Contraventio                              27
SECTION 4.03.  Binding Effect                               27
SECTION 4.04.  Financial Information                        27
SECTION 4.05.  Litigation                                   28
SECTION 4.06.  Compliance with ERISA                        28
SECTION 4.07.  Environmental Matters                        28
SECTION 4.08.  Taxes                                        29
SECTION 4.09.  Subsidiaries                                 29
SECTION 4.10.  No Regulatory Restrictions on Borrowing      29
SECTION 4.11.  Full Disclosure                              29


                            ARTICLE 5
                            COVENANTS

SECTION 5.01.  Information                                  30
SECTION 5.02.  Payment of Obligations                       32
SECTION 5.03.  Maintenance of Property; Insurance           32
SECTION 5.04.  Conduct of Business and Maintenance of
               Existence                                    32
SECTION 5.05.  Compliance with Laws                         32
SECTION 5.06.  Inspection of Property, Books and Records    33
SECTION 5.07.  Mergers and Sales of Assets                  33
SECTION 5.08.  Use of Proceeds                              33
SECTION 5.09.  Negative Pledge                              33
SECTION 5.10.  Debt to Total Capital                        34
SECTION 5.11.  Restricted Debt of Subsidiaries              34
SECTION 5.12.  Cash Flow Ratio                              35
SECTION 5.13.  Restricted Payments                          35
SECTION 5.14.  Lease Payments                               35
SECTION 5.15.  Investments                                  35
SECTION 5.16.  Transactions with Affiliates                 35


                            ARTICLE 6
                            DEFAULTS

SECTION 6.01.  Events of Default                            36
SECTION 6.02.  Notice of Default                            39


                            ARTICLE 7
                     THE AGENT AND CO-AGENT

SECTION 7.01.  Appointment and Authorization                39
SECTION 7.02.  Agent and Affiliates                         39
SECTION 7.03.  Action by Agent                              39
SECTION 7.04.  Consultation with Experts                    39
SECTION 7.05.  Liability of Agent                           39
SECTION 7.06.  Indemnification                              40
SECTION 7.07.  Credit Decision                              40
SECTION 7.08.  Successor Agent                              40
SECTION 7.09.  Agent's Fee                                  41
SECTION 7.10.  Co-Agent                                     41

                                
                            ARTICLE 8
                     CHANGE IN CIRCUMSTANCES

SECTION 8.01.  Basis for Determining Interest Rate
               Inadequate or Unfair                         41
SECTION 8.02.  Illegality                                   42
SECTION 8.03.  Increased Cost and Reduced Return            42
SECTION 8.04.  Taxes                                        43
SECTION 8.05.  Base Rate Loans Substituted for Affected
               Fixed Rate Loans                             45

                                
                            ARTICLE 9
                          MISCELLANEOUS

SECTION 9.01.  Notices                                      46
SECTION 9.02.  No Waivers                                   46
SECTION 9.03.  Expenses; Indemnification                    46
SECTION 9.04.  Sharing of Set-offs                          47
SECTION 9.05.  Amendments and Waivers                       47
SECTION 9.06.  Successors; Participations and Assignments   47
SECTION 9.07.  No Reliance on Margin Stock                  49
SECTION 9.08.  Governing Law; Submission to Jurisdiction    49
SECTION 9.09.  Counterparts; Integration                    49
SECTION 9.10.  WAIVER OF JURY TRIAL                         49


COMMITMENT SCHEDULE

EXHIBIT A - Note
EXHIBIT B - Opinion of Counsel for the Borrower
EXHIBIT C - Opinion of Special Counsel for the Agent
EXHIBIT D - Assignment and Assumption Agreement





              AMENDED AND RESTATED CREDIT AGREEMENT
     
     AGREEMENT dated as of January 9, 1998 among ACX
TECHNOLOGIES, INC., the BANKS party hereto and MORGAN GUARANTY
TRUST COMPANY OF NEW YORK, as Agent.
     
     WHEREAS, the Borrower and Morgan Guaranty Trust Company of
New York, are parties to a Credit Agreement dated as of November
24, 1997;
     
     WHEREAS, the parties thereto desire to amend and restate
said Credit Agreement as provided in this Agreement and, upon
satisfaction of the conditions specified in Section 3.01, said
Credit Agreement will be so amended and restated; and
     
     WHEREAS, the New Banks (as defined herein) desire to become
parties to said Credit Agreement (as so amended and restated) as
Banks with Commitments as provided herein;
     
     NOW, THEREFORE, the parties hereto agree as follows:
     

     
                            ARTICLE 1
                                
                           Definitions
                                
     Section 1.01.  Definitions.  The following terms, as used
herein, have the following meanings:
    
     "Acquisition Subsidiary" means ACX (UK) Limited, a wholly-
owned Subsidiary of the Borrower formed in order to implement the
Offers.
     
     "Adjusted CD Rate" has the meaning set forth in Section
2.04(b).
     
     "Administrative Questionnaire" means, with respect to each
Bank, an administrative questionnaire in the form prepared by the
Agent, completed by such Bank and returned to the Agent (with a
copy to the Borrower).
     
     "Affiliate" means (i) any Person that directly, or
indirectly through one or more intermediaries, controls the
Borrower (a "Controlling Person") or (ii) any Person (other than
the Borrower or a Subsidiary) which is controlled by or is under
common control with a Controlling Person.  As used herein, the
term "control" means possession, directly or indirectly, of the
power to direct or cause the direction of the management or
policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.
     
     "Agent" means Morgan Guaranty Trust Company of New York in
its capacity as agent for the Banks hereunder, and its successors
in such capacity.
     
     "Agreement", when used with reference to this Agreement,
means this Amended and Restated Credit Agreement dated as of
January 9, 1998, as it may be amended from time to time.
     
     "Applicable Lending Office" means, with respect to any Bank,
(i) in the case of its Domestic Loans, its Domestic Lending
Office and (ii) in the case of its Euro-Dollar Loans, its Euro-
Dollar Lending Office.
     
     "Assessment Rate" has the meaning set forth in Section
2.04(b).
     
     "Asset Sale" means any sale, lease or other disposition
(including any such transaction effected by way of merger or
consolidation) by the Borrower or any of its Subsidiaries (except
Golden Properties) of any asset, including without limitation any
sale-leaseback transaction, whether or not involving a capital
lease, but excluding (i) dispositions of inventory, cash, cash
equivalents and other cash management investments and obsolete,
unused or unnecessary equipment and undeveloped real estate, in
each case in the ordinary course of business, and (ii)
dispositions to the Borrower or a Subsidiary of the Borrower.
     
     "Assignee" has the meaning set forth in Section 9.06(c).
     
     "Bank" means (i) each bank listed on the Commitment
Schedule, ii) each Assignee which becomes a Bank pursuant to
Section 2.06(c) and (iii) their respective successors.
     
     "Base Rate" means, for any day, a rate per annum equal to
the higher of (i) the Prime Rate for such day and (ii) the sum of
1/2 of 1% plus the Federal Funds Rate for such day.
     
     "Base Rate Loan" means a Loan which bears interest at the
Base Rate pursuant to the applicable Notice of Borrowing or
Notice of Interest Rate Election or the provisions of Section
2.05(a) or Article 8.
     
     "Borrower" means ACX Technologies, Inc., a Colorado
corporation, and its successors.
     
     "Borrower's Latest Form 10-Q" means the Borrower's quarterly
report on Form 10-Q for the quarter ended September 30, 1997, as
filed with the SEC pursuant to the Exchange Act.
     
     "Borrower's 1996 Form 10-K" means the Borrower's annual
report on Form 10-K for 1996, as filed with the SEC pursuant to
the Exchange Act.
     
     "Borrowing" means a borrowing hereunder consisting of Loans
made to the Borrower on the same day pursuant to Article 2, all
of which Loans are of the same type (subject to Article 8) and,
except in the case of Base Rate Loans, have the same initial
Interest Period.  A Borrowing is a Domestic Borrowing if such
Loans are Domestic Loans or a Euro-Dollar Borrowing if such Loans
are Euro-Dollar Loans.  A Domestic Borrowing is a CD Borrowing if
such Domestic Loans are CD Loans or a Base Rate Borrowing if such
Domestic Loans are Base Rate Loans.
     
     "Cash Flow Ratio" means, at the end of any Fiscal Quarter,
the ratio of (i) Consolidated Debt at the end of such Fiscal
Quarter to (ii) Consolidated EBITDA for the four consecutive
Fiscal Quarters then ended.
     
     "CD Base Rate" has the meaning set forth in Section 2.04(b).
     
     "CD Loan" means a Loan which bears interest at a CD Rate
pursuant to the applicable Notice of Borrowing or Notice of
Interest Rate Election.
     
     "CD Margin" has the meaning set forth in Section 2.04(b).
     
     "CD Rate" means a rate of interest determined pursuant to
Section 2.04(b) on the basis of an Adjusted CD Rate.
     
     "CD Reference Bank" means Morgan Guaranty Trust Company of
New York.
     
     "Co-Agent" means Bank of America National Trust and Savings
Association, in its capacity as co-agent hereunder.
     
     "Commitment" means (i) with respect to each Bank listed on
the Commitment Schedule, the amount set forth opposite such
Bank's name on the Commitment Schedule, and (ii) with respect to
any Assignee which becomes a Bank pursuant to Section 9.06(c),
the amount of the transferor Bank's Commitment assigned to it
pursuant to Section 9.06(c), in each case as such amount may be
changed from time to time pursuant to Section 2.07 or 9.06(c);
provided that, if the context so requires, the term "Commitment"
means the obligation of a Bank to extend credit up to such amount
to the Borrower hereunder.
     
     "Commitment Reduction Event" means (i) any Asset Sale, (ii)
the incurrence of any Debt by the Borrower or any of its
Subsidiaries in the form of long-term debt securities, other than
any such Debt which is secured by a Lien permitted by Section
5.09, (iii) the issuance of any equity securities by the Borrower
or any of its Subsidiaries (other than equity securities issued
to the Borrower or any of its Subsidiaries) or (iv) the receipt
of any distribution from Golden Properties. The description of
any transaction as falling within the above definition does not
affect any limitation on such transaction imposed by Article 5 of
this Agreement.
     
     "Commitment Schedule" means the Commitment Schedule attached
hereto.
     
     "Completion Procedures" means procedures pursuant to section
428 et seq.  Companies Act 1985 whereby Acquisition Subsidiary,
after having validly acquired or agreed to acquire at least 90%
in nominal value of the ordinary shares and/or of the Convertible
Preference Shares to which the Offers relate and having complied
with certain other requirements, may acquire the remainder of
such ordinary shares or Convertible Preference Shares, as the
case may be.
     
     "Consolidated Debt" means, at any date, the Debt of the
Borrower and its Consolidated Subsidiaries, determined on a
consolidated basis as of such date.
     
     "Consolidated EBITDA" means, for any period, Consolidated
Net Income for such period plus, to the extent deducted in
determining Consolidated Net Income for such period, the
aggregate amount of (i) Consolidated Interest Expense, (ii)
income tax expense and (iii) depreciation, amortization and other
similar non-cash charges; provided that, for any period or
portion of a period prior to the date on which Target and its
Subsidiaries become Consolidated Subsidiaries, Consolidated
EBITDA shall be determined on a combined basis, i.e., with
respect to each relevant amount, by combining (x) such relevant
amount determined with respect to the Borrower and its
Consolidated Subsidiaries on a consolidated basis and (y) such
relevant amount determined with respect to Target and its
consolidated subsidiaries on a consolidated basis.
     
     "Consolidated Intangible Assets" means at any date the
amount of (i) all write-ups (except write-ups resulting from
foreign currency translations and write-ups of assets of a going
concern business made within twelve months after the acquisition
of such business) after September 30, 1997 in the book value of
any asset owned by the Borrower or a Consolidated Subsidiary and
(ii) all unamortized debt discount and expense, unamortized
deferred charges, goodwill, patents, trademarks, service marks,
trade names, anticipated future benefit of tax loss carry-
forwards, copyrights, organization or developmental expenses and
other intangible assets of the Borrower and its Consolidated
Subsidiaries as of such date.
     
     "Consolidated Interest Expense" means, for any period, the
interest expense of the Borrower and its Consolidated
Subsidiaries, determined on a consolidated basis for such period.
     
     "Consolidated Net Income" means, for any period, the net
income of the Borrower and its Consolidated Subsidiaries,
determined on a consolidated basis for such period, adjusted to
exclude the effect of any extraordinary or other non-recurring
gain (but not loss).
     
     "Consolidated Subsidiary" means, at any date, any Subsidiary
or other entity the accounts of which would be consolidated with
those of the Borrower in its consolidated financial statements if
such statements were prepared as of such date.
     
     "Consolidated Tangible Assets" means, at any date, the
consolidated assets of the Borrower and its Consolidated
Subsidiaries less Consolidated Intangible Assets, all determined
as of such date.
     
     "Consolidated Tangible Net Worth" means, at any date, the
consolidated stockholders' equity of the Borrower and its
Consolidated Subsidiaries less Consolidated Intangible Assets,
all determined as of such date.
     
     "Credit Exposure" means, with respect to any Bank at any
time, (i) the amount of its Commitment (whether used or unused)
at such time or (ii) if the Commitments have terminated in their
entirety, the aggregate outstanding principal amount of its Loans
at such time.
     
     "Debt" of any Person means, at any date, without
duplication, (i) all obligations of such Person for borrowed
money, (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments, (iii) all
obligations of such Person to pay the deferred purchase price of
property or services, except trade accounts payable arising in
the ordinary course of business, (iv) all obligations of such
Person as lessee which are capitalized in accordance with GAAP,
(v) all non-contingent obligations (and, for purposes of Section
5.09 and the definitions of Material Debt and Material Financial
Obligations, all contingent obligations) of such Person to
reimburse any bank or other Person in respect of amounts paid
under a letter of credit or similar instrument, (vi) all Debt
secured by a Lien on any asset of such Person, whether or not
such Debt is otherwise an obligation of such Person, and (vii)
all Guarantees by such Person of Debt of another Person (each
such Guarantee to constitute Debt in an amount equal to the
amount of such other Person's Debt Guaranteed thereby).
     
     "Default" means any condition or event which constitutes an
Event of Default or which with the giving of notice or lapse of
time or both would, unless cured or waived, become an Event of
Default.
     
     "Derivatives Obligations" of any Person means all
obligations of such Person in respect of any rate swap
transaction, basis swap, forward rate transaction, commodity
swap, commodity option, equity or equity index swap, equity or
equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar
transaction, currency swap transaction, cross-currency rate swap
transaction, currency option or any other similar transaction
(including any option with respect to any of the foregoing
transactions) or any combination of the foregoing transactions.
     
     "Domestic Business Day" means any day except a Saturday,
Sunday or other day on which commercial banks in New York City
are authorized or required by law to close.
     
     "Domestic Lending Office" means, as to each Bank, its office
located at its address set forth in its Administrative
Questionnaire (or identified in its Administrative Questionnaire
as its Domestic Lending Office) or such other office as such Bank
may hereafter designate as its Domestic Lending Office by notice
to the Borrower and the Agent; provided that any Bank may so
designate separate Domestic Lending Offices for its Base Rate
Loans, on the one hand, and its CD Loans, on the other hand, in
which case all references herein to the Domestic Lending Office
of such Bank shall be deemed to refer to either or both of such
offices, as the context may require.
     
     "Domestic Loans" means CD Loans or Base Rate Loans or both.
     
     "Domestic Reserve Percentage" has the meaning set forth in
Section 2.04(b).
     
     "Effective Date" means the date this Agreement becomes
effective in accordance with Section 3.01.
     
     "Environmental Laws" means any and all federal, state, local
and foreign statutes, laws, judicial decisions, regulations,
ordinances, rules, judgments, orders, decrees, plans,
injunctions, permits, concessions, grants, franchises, licenses,
agreements and other governmental restrictions relating to the
environment or the effect of the environment on human health or
to emissions, discharges or releases of pollutants, contaminants,
Hazardous Substances or wastes into the environment, including
(without limitation) ambient air, surface water, ground water or
land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or
handling of pollutants, contaminants, Hazardous Substances or
wastes or the clean-up or other remediation thereof.
     
     "ERISA" means the Employee Retirement Income Security Act of
1974, as amended, or any successor statute.

     "ERISA Group" means the Borrower, any Subsidiary and all
members of a controlled group of corporations and all trades or
businesses (whether or not incorporated) under common control
which, together with the Borrower or any Subsidiary, are treated
as a single employer under Section 414 of the Internal Revenue
Code.
     
     "Euro-Dollar Business Day" means any Domestic Business Day
on which commercial banks are open for international business
(including dealings in Dollar deposits) in London.
     
     "Euro-Dollar Lending Office" means, as to each Bank, its
office, branch or affiliate located at its address set forth in
its Administrative Questionnaire (or identified in its
Administrative Questionnaire as its Euro-Dollar Lending Office)
or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Euro-Dollar Lending Office by notice
to the Borrower and the Agent.
     
     "Euro-Dollar Loan" means a Loan which bears interest at a
Euro-Dollar Rate pursuant to the applicable Notice of Borrowing
or Notice of Interest Rate Election.
     
     "Euro-Dollar Margin" has the meaning set forth in Section
2.04(c).
     
     "Euro-Dollar Rate" means a rate of interest determined
pursuant to Section 2.04(c) on the basis of a London Interbank
Offered Rate.
     
     "Euro-Dollar Reference Bank" means the principal London
office of Morgan Guaranty Trust Company of New York.
     
     "Euro-Dollar Reserve Percentage" means, for any day, that
percentage (expressed as a decimal) which is in effect on such
day, as prescribed by the Board of Governors of the Federal
Reserve System (or any successor) for determining the maximum
reserve requirement for a member bank of the Federal Reserve
System in New York City with deposits exceeding five billion
dollars in respect of "Eurocurrency liabilities" (or in respect
of any other category of liabilities which includes deposits by
reference to which the interest rate on Euro-Dollar Loans is
determined or any category of extensions of credit or other
assets which includes loans by a non-United States office of any
Bank to United States residents).
     
     "Events of Default" has the meaning set forth in Section
6.01.
     
     "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.
     
     "Existing Credit Agreement" means the Credit Agreement dated
as of November 24, 1997 between the Borrower, and Morgan Guaranty
Trust Company of New York, as in effect from time to time prior
to the Effective Date.
     
     "Federal Funds Rate" means, for any day, the rate per annum
(rounded upward, if necessary, to the nearest 1/100 of 1%) equal
to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged
by Federal funds brokers on such day, as published by the Federal
Reserve Bank of New York on the Domestic Business Day next
succeeding such day; provided that (i) if such day is not a
Domestic Business Day, the Federal Funds Rate for such day shall
be such rate on such transactions on the next preceding Domestic
Business Day as so published on the next succeeding Domestic
Business Day and (ii) if no such rate is so published on such
next succeeding Domestic Business Day, the Federal Funds Rate for
such day shall be the average rate quoted to Morgan Guaranty
Trust Company of New York on such day on such transactions as
determined by the Agent.
     
     "Fiscal Quarter" means a fiscal quarter of the Borrower.
     
     "Fiscal Year" means a fiscal year of the Borrower.
     
     "Fixed Rate Loans" means CD Loans or Euro-Dollar Loans or
both.
     
     "GAAP" means generally accepted accounting principles as in
effect from time to time, applied on a basis consistent (except
for changes concurred in by the Borrower's independent public
accountants) with the most recent audited consolidated financial
statements of the Borrower and its Consolidated Subsidiaries
delivered to the Banks.
     
     "Golden Properties" means Golden Properties, Ltd., a
partnership in which the Borrower is the general partner and has
a 50% interest on the date hereof and which is in the business of
developing and selling real property.
     
     "Group of Loans" means, at any time, a group of Loans
consisting of (i) all Loans which are Base Rate Loans at such
time, (ii) all Euro-Dollar Loans having the same Interest Period
at such time or (iii) all CD Loans which have the same Interest
Period at such time; provided that, if a Loan of any particular
Bank is converted to or made as a Base Rate Loan pursuant to
Article 8, such Loan shall be included in the same Group or
Groups of Loans from time to time as it would have been in if it
had not been so converted or made.
     
     "Guarantee" by any Person means any obligation, contingent
or otherwise, of such Person directly or indirectly guaranteeing
any Debt of any other Person and, without limiting the generality
of the foregoing, any obligation, direct or indirect, contingent
or otherwise, of such Person (i) to purchase or pay (or advance
or supply funds for the purchase or payment of) such Debt
(whether arising by virtue of partnership arrangements, by
agreement to keep-well, to purchase assets, goods, securities or
services, to take-or-pay, or to maintain financial statement
conditions or otherwise), (ii) to reimburse a bank for amounts
drawn under a letter of credit for the purpose of paying such
Debt or (iii) entered into for the purpose of assuring in any
other manner the holder of such Debt of the payment thereof or to
protect such holder against loss in respect thereof (in whole or
in part); provided that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of
business.  The term Guarantee used as a verb has a corresponding
meaning.
     
     "Hazardous Substances" means any toxic, radioactive, caustic
or otherwise hazardous substance, including petroleum, its
derivatives, by-products and other hydrocarbons, or any substance
having any constituent elements displaying any of the foregoing
characteristics.
     
     "Indemnitee" has the meaning set forth in Section 9.03(b).
     
     "Interest Period" means: (1) with respect to each Euro-
Dollar Loan, the period commencing on the date of borrowing
specified in the applicable Notice of Borrowing or on the date
specified in an applicable Notice of Interest Rate Election and
ending one, two, three or six months thereafter, as the Borrower
may elect in such notice; provided that:
     
          (a)  any Interest Period (except an Interest Period
     determined pursuant to clause (c) below) which would otherwise
     end on a day which is not a Euro-Dollar Business Day shall
     be extended to the next succeeding Euro-Dollar Business Day
     unless such Euro-Dollar Business Day falls in another calendar
     month, in which case such Interest Period shall end on the
     next preceding Euro-Dollar Business Day;

          (b)  any Interest Period which begins on the last
     Euro- Dollar Business Day in a calendar month (or on a day
     for which there is no numerically corresponding day in the 
     calendar month at the end of such Interest Period) shall,
     subject to clause c) below, end on the last Euro-Dollar
     Business Day in a calendar month; and

          (c)  any Interest Period which would otherwise end after
     the Termination Date shall end on the Termination Date;

     (2)  with respect to each CD Loan, the period commencing 
on the date of borrowing specified in the applicable Notice of
Borrowing or on the date specified in an applicable Notice of
Interest Rate Election and ending 30, 60, 90 or 180 days there-
after, as the Borrower may elect in such notice; provided that:

          (a)  any Interest Period which would otherwise end on a
     day which is not a Euro-Dollar Business Day shall be
     extended to the next succeeding Euro-Dollar  Business Day;
     and

          (b)  any Interest Period which would otherwise end
     after the Termination Date shall end on the Termination
     Date.

     "Internal Revenue Code" means the Internal Revenue Code of
1986, as amended, or any successor statute.
     
     "Investment" means any investment in any Person, whether by
means of share purchase, capital contribution, loan, Guarantee,
time deposit or otherwise (but not including any demand deposit).
     
     "Lien" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind, or
any other type of preferential arrangement that has substantially
the same practical effect as a security interest, in respect of
such asset.  For purposes hereof, the Borrower or any Subsidiary
shall be deemed to own subject to a Lien any asset which it has
acquired or holds subject to the interest of a vendor or lessor
under any conditional sale agreement, capital lease or other
title retention agreement relating to such asset.
     
     "Loan" means a loan made by a Bank pursuant to Section 2.01;
provided that, if any Loan or Loans (or portions thereof) are
combined or subdivided pursuant to a Notice of Interest Rate
Election, the term "Loan" shall refer to the combined principal
amount resulting from such combination or to each of the separate
principal amounts resulting from such subdivision, as the case
may be.
     
     "London Interbank Offered Rate" has the meaning set forth in
Section 2.04(c).
     
     "Material Debt" means Debt (except Debt outstanding
hereunder) of the Borrower and/or one or more of its
Subsidiaries, arising in one or more related or unrelated
transactions, in an aggregate principal or face amount exceeding
$10,000,000.
     
     "Material Financial Obligations" means a principal or face
amount of Debt (other than the Loans) and/or payment or
collateralization obligations in respect of Derivatives
Obligations of the Borrower and/or one or more of its
Subsidiaries, arising in one or more related or unrelated
transactions, exceeding in the aggregate $10,000,000.
     
     "Material Plan" means, at any time, a Plan or Plans having
aggregate Unfunded Liabilities in excess of $25,000,000.
     
     "Multiemployer Plan" means, at any time, an employee pension
benefit plan within the meaning of Section 4001(a)(3) of ERISA to
which any member of the ERISA Group is then making or accruing an
obligation to make contributions or has within the preceding five
plan years made contributions, including for these purposes any
Person which ceased to be a member of the ERISA Group during such
five year period.
     
     "Net Cash Proceeds" means, with respect to any Commitment
Reduction Event, an amount equal to the cash proceeds received by
the Borrower or any of its Subsidiaries from or in respect of
such Commitment Reduction Event (including any cash proceeds
received as income or other proceeds of any noncash proceeds of
any Asset Sale), less:
     
          (x) any expenses reasonably incurred by such Person in
     respect of such Commitment Reduction Event and

          (y) if such Commitment Reduction Event is an Asset
     Sale, (i) the amount of any Debt secured by a Lien on any
     asset disposed of in such Asset Sale and discharged from the
     proceeds thereof and (ii) any taxes actually paid or to be
     payable by such Person (as estimated by a senior financial
     or accounting officer of the Borrower, giving effect to the
     overall tax position of the Borrower) in respect of such
     Asset Sale.

     "New Banks" means the banks listed on the Commitment
Schedule, other than Morgan Guaranty Trust Company of New York.

     "Notes" means promissory notes of the Borrower,
substantially in the form of Exhibit A hereto, evidencing the
Borrower's obligation to repay the Loans, and "Note" means any
one of such promissory notes issued hereunder.
     
     "Notice of Borrowing" has the meaning set forth in Section
2.02.
     
     "Notice of Interest Rate Election" has the meaning set
forth in Section 2.05.
     
     "Offers" means the respective offers by Acquisition
Subsidiary to purchase all outstanding ordinary shares and
Convertible Preference Shares of Target on the terms and
conditions specified in the form of offer heretofore delivered
by the Borrower to the Banks.
     
     "Offer Termination Date" means the earliest date on which
all of the following have occurred: (i) all payments in respect
of acceptances of the Offers have been made in full, (ii) no
further such acceptances are possible and (iii) all Completion
Procedures which are capable of being implemented have been
completed and all payments pursuant thereto to shareholders in
Target have been made in full.
     
     "Parent" means, with respect to any Bank, any Person
controlling such Bank.
     
     "Participant" has the meaning set forth in Section 9.06(b).
     
     "PBGC" means the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.
     
     "Person" means an individual, a corporation, a limited
liability company, a partnership, an association, a trust or any
other entity or organization, including a government or political
subdivision or an agency or instrumentality thereof.
     
     "Plan" means, at any time, an employee pension benefit plan
(other than a Multiemployer Plan) which is covered by Title IV of
ERISA or subject to the minimum funding standards under Section
412 of the Internal Revenue Code and either (i) is maintained, or
contributed to, by any member of the ERISA Group for employees of
any member of the ERISA Group or (ii) has at any time within the
preceding five years been maintained, or contributed to, by any
Person which was at such time a member of the ERISA Group for
employees of any Person which was at such time a member of the
ERISA Group.
     
     "Prime Rate" means the rate of interest publicly announced
by Morgan Guaranty Trust Company of New York in New York City
from time to time as its Prime Rate.
     
     "Quarterly Payment Dates" means each February 1, May 1,
August 1 and November 1.
     
     "Reference Bank" means the CD Reference Bank or the
Euro-Dollar Reference Bank, as the context may require.
     
     "Regulation U" means Regulation U of the Board of Governors
of the Federal Reserve System, as in effect from time to time.
     
     "Required Banks" means, at any time, Banks having more than
50% of the aggregate amount of the Credit Exposures at such time.
     
     "Restricted Debt of Subsidiaries" means at any time the
aggregate principal or face amount of all Debt of Subsidiaries,
except (i) Debt of a Subsidiary owed to the Borrower or to a
wholly-owned Subsidiary and (ii) Debt of Target and its
Subsidiaries outstanding when the Offers are declared
unconditional in all respects.

     "Restricted Payment" means (i) any dividend or other
distribution on any shares of the Borrower's capital stock
(except dividends payable solely in shares of its capital stock)
or (ii) any payment on account of the purchase, redemption,
retirement or acquisition of (a) any shares of the Borrower's
capital stock or (b) any option, warrant or other right to
acquire shares of the Borrower's capital stock (but not including
payments of principal, premium (if any) or interest made pursuant
to the terms of convertible debt securities prior to conversion).
     
     "Revolving Credit Period" means the period from and
including the Effective Date to but not including the Termination
Date.
     
     "SEC" means the Securities and Exchange Commission.
     
     "Subsidiary" means, as to any Person, any corporation or
other entity of which securities or other ownership interests
having ordinary voting power to elect a majority of the board of
directors or other persons performing similar functions are at
the time directly or indirectly owned by such Person.  Unless
otherwise specified, "Subsidiary" means a Subsidiary of the
Borrower.
     
     "Target" means Britton Group plc, an English company.
     
     "Target Shares" means the ordinary shares and the
Convertible Preference Shares of Target.
     
     "Temporary Cash Investment" means any Investment in (i)
direct obligations of the United States or any agency thereof or
obligations guaranteed by the United States or any agency
thereof, (ii) commercial paper rated at least A-1 by Standard &
Poor's Ratings Services and P-1 by Moody's Investors Services,
Inc., (iii) time deposits with, including certificates of deposit
issued by, any office located in the United States or the United
Kingdom of any bank or trust company which is organized or
licensed under the laws of the United States or any State thereof
or the laws of the United Kingdom and which in each case has
capital, surplus and undivided profits aggregating at least
$1,000,000,000 or (iv) repurchase agreements with respect to
securities described in clause (i) above entered into an office
of a bank or trust company meeting the criteria specified in
clause (iii) above, provided in each case that such Investment
matures within one year after it is acquired by the Borrower or a
Subsidiary.
     
     "Termination Date" means January 8, 1999, or, if such day is
not a Euro-Dollar Business Day, the next preceding Euro-Dollar
Business Day.
     
     "Total Capital" means, at any date, the sum of (x)
Consolidated Debt plus (y) consolidated stockholders' equity of
the Borrower and its Consolidated Subsidiaries (including for
this purpose any amount attributable to stock which is required
to be redeemed or is redeemable at the option of the holder, if
certain events or conditions occur or exist or otherwise), in
each case determined at such date.
     
     "Unfunded Liabilities" means, with respect to any Plan at
any time, the amount (if any) by which (i) the value of all
benefit liabilities under such Plan, determined on a plan
termination basis using the assumptions prescribed by the PBGC
for purposes of Section 4044 of ERISA, exceeds (ii) the fair
market value of all Plan assets allocable to such liabilities
under Title IV of ERISA (excluding any accrued but unpaid
contributions), all determined as of the then most recent
valuation date for such Plan, but only to the extent that such
excess represents a potential liability of a member of the ERISA
Group to the PBGC or any other Person under Title IV of ERISA.
     
     "United States" means the United States of America.

     Section 1.02.  Accounting Terms and Determinations.  Unless
otherwise specified herein, all accounting terms used herein
shall be interpreted, all accounting determinations hereunder
shall be made, and all financial statements required to be
delivered hereunder shall be prepared in accordance with GAAP;
provided that, if the Borrower notifies the Agent that the
Borrower wishes to amend any provision hereof to eliminate the
effect of any change in GAAP (or if the Agent notifies the
Borrower that the Required Banks wish to amend any provision
hereof for such purpose), then such provision shall be applied
on the basis of GAAP in effect immediately before the relevant
change in GAAP became effective, until either such notice is
withdrawn or such provision is amended in a manner satisfactory
to the Borrower and the Required Banks.



                            ARTICLE 2
                                
                           The Credits
                                
     Section 2.01.  Commitments to Lend.  Each Bank severally
agrees, on the terms and conditions set forth in this Agreement,
to make loans to the Borrower from time to time during the
Revolving Credit Period; provided that, immediately after each
such loan is made, the aggregate outstanding principal amount of
such Bank's Loans shall not exceed its Commitment.  Each
Borrowing under this Section shall be in an aggregate principal
amount of $20,000,000 or any larger multiple of $1,000,000
(except that any such Borrowing may be in the aggregate amount of
the unused Commitments) and shall be made from the several Banks
ratably in proportion to their respective Commitments.  Within
the foregoing limits, the Borrower may borrow under this Section,
prepay Loans to the extent permitted by Section 2.08 and reborrow
at any time during the Revolving Credit Period under this
Section.
     
     Section 2.02.  Method of Borrowing.  (a) The Borrower shall
give the Agent notice (a "Notice of Borrowing") not later than
11:00 A.M. (New York City time) on (x) the date of each Base Rate
Borrowing, (y) the second Domestic Business Day before each CD
Borrowing and (z) the third Euro-Dollar Business Day before each
Euro-Dollar Borrowing, specifying:
     
            (i)  the date of such Borrowing, which shall be a
     Domestic Business Day in the case of a Domestic Borrowing
     or a Euro-Dollar Business Day in the case of a Euro-Dollar
     Borrowing;
          
           (ii)  the aggregate amount of such Borrowing;

          (iii)  whether the Loans comprising such Borrowing are
     to bear terest initially at the Base Rate, a CD Rate or a
     Euro-Dollar Rate; and
          
          (iv)  in the case of a CD Borrowing or a Euro-Dollar
     Borrowing, the duration of the initial Interest Period
     applicable thereto, subject to the provisions of the
     definition of Interest Period.

     (b)  Promptly after receiving a Notice of Borrowing, the
Agent shall notify each Bank of the contents thereof and of such
Bank's ratable share of such Borrowing and such Notice of
Borrowing shall not thereafter be revocable by the Borrower.

     (c)  Not later than 12:00 Noon (New York City time) on the
date of each Borrowing, each Bank shall make available its
ratable share of such Borrowing, in Federal or other funds
immediately available in New York City, to the Agent at its
address specified in or pursuant to Section 9.01.  Unless the
Agent determines that any applicable condition specified in
Article 3 has not been satisfied, the Agent will make the funds
so received from the Banks available to the Borrower at the
Agent's aforesaid address.
     
     (d)  Unless the Agent shall have received notice from a Bank
before the date of any Borrowing that such Bank will not make
available to the Agent such Bank's share of such Borrowing, the
Agent may assume that such Bank has made such share available to
the Agent on the date of such Borrowing in accordance with
subsection (b) of this Section and the Agent may, in reliance
upon such assumption, make available to the Borrower on such date
a corresponding amount.  If and to the extent that such Bank
shall not have so made such share available to the Agent, such
Bank and the Borrower severally agree to repay to the Agent
forthwith on demand such corresponding amount together with
interest thereon, for each day from the date such amount is made
available to the Borrower until the date such amount is repaid to
the Agent, at (i) if such amount is repaid by the Borrower, a
rate per annum equal to the higher of the Federal Funds Rate and
the interest rate applicable thereto pursuant to Section 2.04 and
(ii) if such amount is repaid by such Bank, the Federal Funds
Rate.  If such Bank shall repay such corresponding amount to the
Agent , the Borrower shall not be required to repay such amount
and the amount so repaid by such Bank shall constitute such
Bank's Loan included in such Borrowing for purposes of this
Agreement. If the Borrower shall repay such corresponding amount
to the Agent, the advance and repayment thereof shall not affect
any rights that the Borrower would otherwise have against such
Bank hereunder in connection with its failure to make such Loan.
     
     Section 2.03.  Maturity of Loans.  Each Loan shall mature,
and the principal amount thereof shall be due and payable
(together with interest accrued thereon), on the Termination
Date.
     
     Section 2.04.  Interest Rates.  (a) Each Base Rate Loan
shall bear interest on the outstanding principal amount thereof,
for each day from the date such Loan is made until it becomes
due, at a rate per annum equal to the Base Rate for such day.
Such interest shall be payable quarterly in arrears on each
Quarterly Payment Date and at maturity.  Any overdue principal of
or interest on any Base Rate Loan shall bear interest, payable on
demand, for each day until paid at a rate per annum equal to the
sum of 2% plus the Base Rate for such day.
     
     (b)  Each CD Loan shall bear interest on the outstanding
principal amount thereof, for each day during each Interest
Period applicable thereto, at a rate per annum equal to the sum
of the CD Margin for such day plus the Adjusted CD Rate
applicable to such Interest Period; provided that if any CD Loan
shall, as a result of clause (2)(b) of the definition of Interest
Period, have an Interest Period of less than 30 days, such CD
Loan shall bear interest for each day during such Interest Period
at the Base Rate for such day.  Such interest shall be payable
for each Interest Period on the last day thereof and, if such
Interest Period is longer than 90 days, at intervals of 90 days
after the first day thereof.  Any overdue principal of or
interest on any CD Loan shall bear interest, payable on demand,
for each day until paid at a rate per annum equal to the sum of
2% plus the higher of (i) the Base Rate for such day and (ii) the
sum of the CD Margin plus the Adjusted CD Rate applicable to such
Loan on the day before such payment was due.
     
     "CD Margin" means (i) prior to the date which is four months
after the date of this Agreement, 0.725%, (ii) on and after the
date which is four months after the date of this Agreement and
prior to the date which is eight months after the date of this
Agreement, 0.875% and (iii) on and after the date which is eight
months after the date of this Agreement, 1.125%.

     The "Adjusted CD Rate" applicable to any Interest Period
means a rate per annum determined pursuant to the following
formula:
                   [ CDBR       ]*
          ACDR  =  [ -----      ]  + AR
                   [ 1.00 - DRP ]

          ACDR  =  Adjusted CD Rate
          CDBR  =  CD Base Rate
           DRP  =  Domestic Reserve Percentage
            AR  =  Assessment Rate
     __________
     *  The amount in brackets being rounded upward, if
     necessary, to the next higher 1/100 of 1%

     The "CD Base Rate" applicable to any Interest Period is the
rate of interest determined by the Agent to be the prevailing
rate per annum bid at 10:00 A.M. (New York City time) (or as soon
thereafter as practicable) on the first day of such Interest
Period by two or more New York certificate of deposit dealers of
recognized standing for the purchase at face value from the CD
Reference Bank of its certificates of deposit in an amount
comparable to the principal amount of the CD Loan of the CD
Reference Bank to which such Interest Period applies and having a
maturity comparable to such Interest Period.
     
     "Domestic Reserve Percentage" means for any day that
percentage (expressed as a decimal) which is in effect on such
day, as prescribed by the Board of Governors of the Federal
Reserve System (or any successor) for determining the maximum
reserve requirement (including without limitation any basic,
supplemental or emergency reserves) for a member bank of the
Federal Reserve System in New York City with deposits exceeding
five billion dollars in respect of new non-personal time deposits
in dollars in New York City having a maturity comparable to the
related Interest Period and in an amount of $100,000 or more.
The Adjusted CD Rate shall be adjusted automatically on and as of
the effective date of any change in the Domestic Reserve
Percentage.
     
     "Assessment Rate" means for any day the annual assessment
rate in effect on such day which is payable by a member of the
Bank Insurance Fund classified as adequately capitalized and
within supervisory subgroup "A" (or a comparable successor
assessment risk classification) within the meaning of 12 C.F.R.
Section 327.4(a) (or any successor provision) to the Federal
Deposit Insurance Corporation (or any successor) for such
Corporation's (or such successor's) insuring time deposits at
offices of such institution in the United States.  The Adjusted
CD Rate shall be adjusted automatically on and as of the
effective date of any change in the Assessment Rate.
     
     (c)  Each Euro-Dollar Loan shall bear interest on the
outstanding principal amount thereof, for each day during each
Interest Period applicable thereto, at a rate per annum equal to
the sum of the Euro-Dollar Margin for such day plus the London
Interbank Offered Rate applicable to such Interest Period.  Such
interest shall be payable for each Interest Period on the last
day thereof and, if such Interest Period is longer than three
months, at intervals of three months after the first day thereof.
     
     "Euro-Dollar Margin" means (i) prior to the date which is
four months after the date of this Agreement, 0.60%, (ii) on and
after the date which is four months after the date of this
Agreement and prior to the date which is eight months after the
date of this Agreement, 0.75% and (iii) on and after the date
which is eight months after the date of this Agreement, 1.00%.
     
     The "London Interbank Offered Rate" applicable to any
Interest Period means the rate per annum at which deposits in
dollars are offered to the Euro-Dollar Reference Bank in the
London interbank market at approximately 11:00 A.M. (London time)
two Euro-Dollar Business Days before the first day of such
Interest Period in an amount approximately equal to the principal
amount of the Euro-Dollar Loan of the Euro-Dollar Reference Bank
to which such Interest Period is to apply and for a period of
time comparable to such Interest Period.
     
     (d)  Any overdue principal of or interest on any Euro-Dollar
Loan shall bear interest, payable on demand, for each day until
paid at a rate per annum equal to the higher of (i) the sum of 2%
plus the Euro-Dollar Margin for such day plus the London
Interbank Offered Rate applicable to such Loan on the day before
such payment was due and (ii) the sum of 2% plus the Euro-Dollar
Margin for such day plus a rate per annum equal to the quotient
obtained (rounded upward, if necessary, to the next higher 1/100
of 1%) by dividing (x) the average (rounded upward, if necessary,
to the next higher 1/16 of 1%) of the respective rates per annum
at which one day (or, if such amount due remains unpaid more than
three Euro-Dollar Business Days, then for such other period of
time not longer than three months as the Agent may select)
deposits in dollars in an amount approximately equal to such
overdue payment due to the Euro-Dollar Reference Bank are offered
to the Euro-Dollar Reference Bank in the London interbank market
for the applicable period determined as provided above by (y)
1.00 minus the Euro-Dollar Reserve Percentage (or, if the
circumstances described in clause (a) or (b) of Section 8.01
shall exist, at a rate per annum equal to the sum of 2% plus the
Base Rate for such day).
     
     (e)  The Agent shall determine each interest rate applicable
to the Loans hereunder.  The Agent shall promptly notify the
Borrower and the participating Banks of each rate of interest so
determined, and its determination thereof shall be conclusive in
the absence of manifest error.
     
     (f)  The Reference Bank agrees to use its best efforts to
furnish quotations to the Agent as contemplated by this Section.
If the Reference Bank does not furnish a timely quotation, the
provisions of Section 8.01 shall apply.
     
     Section 2.05.  Method of Electing Interest Rates.  (a) The
Loans included in each Borrowing shall bear interest initially at
the type of rate specified by the Borrower in the applicable
Notice of Borrowing.  Thereafter, the Borrower may from time to
time elect to change or continue the type of interest rate borne
by each Group of Loans (subject to subsection (d) of this Section
and the provisions of Article 8), as follows:
     
          (i) if such Loans are Base Rate Loans, the Borrower may
     elect to convert such Loans to CD Loans as of any Domestic
     Business Day or to Euro-Dollar Loans as of any Euro-Dollar
     Business Day;

         (ii) if such Loans are CD Loans, the Borrower may elect
     to convert such Loans to Base Rate Loans as of any Domestic
     Business Day or convert such Loans to Euro-Dollars Loans
     as of any Euro-Dollar Business Day or continue such Loans
     as CD Loans for an additional Interest Period, subject to 
     Section 2.10 if any such converstion is effective on any
     day other than the last day of an Interest Period applicable
     to such Loans; and

        (iii) if such Loans are Euro-Dollar Loans, the Borrower
     may elect to convert such Loans to Base Rate Loans as of
     any Domestic Business Day or convert such Loans to CD Loans
     as of any Euro-Dollar Business Day or elect to continue such
     Loans as Euro-Dollars Loans for an additional Interest
     Period, subject to Section 2.10 if any such conversion is
     effective on any day other than the last day of an Interest
     Period applicable to such Loans.

Each such election shall be made by delivering a notice (a
"Notice of Interest Rate Election") to the Agent not later than
11:00 A.M. (New York City time) on the third Euro-Dollar Business
Day before the conversion or continuation selected in such notice
is to be effective (unless the relevant Loans are to be converted
from Domestic Loans of one type to Domestic Loans of the other
type or are CD Loans to be continued as CD Loans for an
additional Interest Period, in which case such notice shall be
delivered to the Agent not later than 11:00 A.M. (New York City
time) on the second Domestic Business Day before such conversion
or continuation is to be effective).  A Notice of Interest Rate
Election may, if it so specifies, apply to only a portion of the
aggregate principal amount of the relevant Group of Loans;
provided that (i) such portion is allocated ratably among the
Loans comprising such Group and (ii) the portion to which such
Notice applies, and the remaining portion to which it does not
apply, are each at least $20,000,000 (unless such portion is
comprised of Base Rate Loans).  If no such notice is timely
received before the end of an Interest Period for any Group of CD
Loans or Euro-Dollar Loans, the Borrower shall be deemed to have
elected that such Group of Loans be converted to Base Rate Loans
at the end of such Interest Period.

     (b)  Each Notice of Interest Rate Election shall specify:

             (i) the Group of Loans (or portion thereof) to
     which such notice applies;

            (ii) the date on which the conversion or
     continuation selected in such notice is to be effective,
     which shall comply with the applicable clause of 
     subsection (a) above;

           (iii) if the Loans comprising such Group are to
     be converted, the new type of Loans and, if the Loans
     resulting from such conversion are to be CD Loans or
     Euro-Dollars Loans, the duration of the next succeeding
     Interest Period applicable thereto; and

            (iv) if such Loans are to be continued as CD
     Loans or Euro-Dollars Loans for an additional Interest
     Period, the duration of such additional Interest Period.

Each Interest Period specified in a Notice of Interest Rate
Election shall comply with the provisions of the definition of
Interest Period.

     (c)  Promptly after receiving a Notice of Interest Rate
Election from the Borrower pursuant to subsection (a) above, the
Agent shall notify each Bank of the contents thereof and such
notice shall not thereafter be revocable by the Borrower.

     (d)  The Borrower shall not be entitled to elect to convert
any Loans to, or continue any Loans for an additional Interest
Period as, CD Loans or Euro-Dollar Loans if (i) the aggregate
principal amount of any Group of CD Loans or Euro-Dollar Loans
created or continued as a result of such election would be less
than $20,000,000 or (ii) a Default shall have occurred and be
continuing when the Borrower delivers notice of such election to
the Agent.
     
     (e)  If any Loan is converted to a different type of Loan,
the Borrower shall pay, on the date of such conversion, the
interest accrued to such date on the principal amount being
converted.
     
     Section 2.06.  Commitment Fees.  The Borrower shall pay to
the Agent, for the account of the Banks ratably in proportion to
their Commitments, a commitment fee at the rate of 0.20% per
annum on the daily average amount by which the aggregate amount
of the Commitments exceeds the aggregate outstanding principal
amount of the Loans.  Such commitment fee shall accrue from and
including the Effective Date to but excluding the date on which
the Commitments terminate in their entirety.  Fees accrued for
the account of the Banks under this Section shall be payable
quarterly in arrears on each Quarterly Payment Date and on the
day on which the Commitments terminate in their entirety.
     
     Section 2.07.  Termination or Reduction of Commitments. (a)
The Borrower may, upon at least three Domestic Business Days'
notice to the Agent,  terminate the Commitments at any time, if
no Loans are outstanding at such time, or   ratably reduce from
time to time by an aggregate amount of $10,000,000 or a larger
multiple of $1,000,000, the aggregate amount of the Commitments
in excess of the aggregate outstanding principal amount of the
Loans.  Promptly after receiving a notice pursuant to this
subsection, the Agent shall notify each Bank of the contents
thereof.
     
     (b)  At the close of business on April 24, 1998, if the
Offers shall not theretofore have been declared unconditional in
all respects, the Commitments shall automatically be ratably
reduced to the extent required so that the aggregate amount of
the Commitments does not exceed the lesser of  $100,000,000 and
the aggregate principal amount of the Loans then outstanding.
     
     (c)  Unless previously terminated, the Commitments shall
terminate in their entirety on the Termination Date.

     Section 2.08.  Optional Prepayments.  (a)  Subject in the
case of Fixed Rate Loans to Section 2.10, the Borrower may, upon
at least one Domestic Business Day's notice to the Agent, prepay
any Group of Domestic Loans or upon at least three Euro-Dollar
Business Days' notice to the Agent, prepay any Group of Euro-
Dollar Loans, in each case in whole at any time, or from time to
time in part in amounts aggregating $10,000,000 or any larger
multiple of $1,000,000, by paying the principal amount to be
prepaid together with interest accrued thereon to the date of
prepayment.  Each such optional prepayment shall be applied to
prepay ratably the Loans of the several Banks included in such
Group of Loans.
     
    (b)  Promptly after receiving a notice of prepayment
pursuant to this Section, the Agent shall notify each Bank of
the contents thereof and of such Bank's ratable share of such
prepayment, and such notice shall not thereafter be revocable
by the Borrower.

     Section 2.09.  General Provisions as to Payments.  (a)  The
Borrower shall make each payment of principal of, and interest
on, the Loans and of fees hereunder not later than 12:00 Noon
(New York City time) on the date when due, in Federal or other
funds immediately available in New York City, to the Agent at its
address specified in or pursuant to Section 9.01.  The Agent will
promptly distribute to each Bank its ratable share of each such
payment received by the Agent for the account of the Banks.
Whenever any payment of principal of, or interest on, the
Domestic Loans or any payment of fees shall be due on a day which
is not a Domestic Business Day, the date for payment thereof
shall be extended to the next succeeding Domestic Business Day.
Whenever any payment of principal of, or interest on, the
Euro-Dollar Loans shall be due on a day which is not a
Euro-Dollar Business Day, the date for payment thereof shall be
extended to the next succeeding Euro-Dollar Business Day unless
such Euro-Dollar Business Day falls in another calendar month, in
which case the date for payment thereof shall be the next
preceding Euro-Dollar Business Day.  If the date for any payment
of principal is extended by operation of law or otherwise,
interest thereon shall be payable for such extended time.
     
     (b)  Unless the Borrower notifies the Agent before the date
on which any payment is due to the Banks hereunder that the
Borrower will not make such payment in full, the Agent may assume
that the Borrower has made such payment in full to the Agent on
such date and the Agent may, in reliance on such assumption,
cause to be distributed to each Bank on such due date an amount
equal to the amount then due such Bank.  If and to the extent
that the Borrower shall not have so made such payment, each Bank
shall repay to the Agent forthwith on demand such amount
distributed to such Bank together with interest thereon, for each
day from the date such amount is distributed to such Bank until
the date such Bank repays such amount to the Agent, at the
Federal Funds Rate.
     
     Section 2.10.  Funding Losses.  If the Borrower makes any
payment of principal with respect to any Fixed Rate Loan or any
Fixed Rate Loan is continued for an additional Interest Period or
converted to a different type of Loan (whether such payment,
continuation or conversion is pursuant to Article 2, 6 or 8 or
otherwise) on any day other than the last day of an Interest
Period applicable thereto, or the last day of an applicable
period fixed pursuant to Section 2.04(d), or if the Borrower
fails to borrow, prepay, convert or continue any Fixed Rate Loans
after notice has been given to any Bank in accordance with
Section 2.02(b), 2.05(c) or 2.08(b), the Borrower shall reimburse
each Bank within 15 days after demand for any resulting loss or
expense incurred by it (or by an existing or prospective
Participant in the related Loan), including (without limitation)
any loss incurred in obtaining, liquidating or employing deposits
from third parties, but excluding loss of margin for the period
after such payment or conversion or failure to borrow, prepay,
convert or continue; provided that such Bank shall have delivered
to the Borrower a certificate as to the amount of such loss or
expense, which certificate shall be conclusive in the absence of
manifest error.
     
    Section 2.11.  Computation of Interest and Fees.  Interest
based on the Prime Rate hereunder shall be computed on the basis
of a year of 365 days (or 366 days in a leap year) and paid for
the actual number of days elapsed (including the first day but
excluding the last day).  All other interest and fees shall be
computed on the basis of a year of 360 days and paid for the
actual number of days elapsed (including the first day but
excluding the last day).
    
    Section 2.12.  Notes.  (a)  The Borrower's obligation to
repay the Loans of each Bank shall be evidenced by a single Note
payable to the order of such Bank for the account of its
Applicable Lending Office.
    
     (b)  Each Bank may, by notice to the Borrower and the Agent,
request that the Borrower's obligation to repay such Bank's Loans
of a particular type be evidenced by a separate Note.  Each such
Note shall be in substantially the form of Exhibit A hereto with
appropriate modifications to reflect the fact that it relates
solely to Loans of the relevant type.  Each reference in this
Agreement to the "Note" of such Bank shall be deemed to refer to
and include any or all of such Notes, as the context may require.
     
     (c)  Promptly after it receives each Bank's Note pursuant to
Section 3.01(a), the Agent shall forward such Note to such Bank.
Each Bank shall record the date, amount and type of each Loan
made by it and the date and amount of each payment of principal
made by the Borrower with respect thereto, and may, if such Bank
so elects in connection with any transfer or enforcement of its
Note, endorse on the schedule forming a part thereof appropriate
notations to evidence the foregoing information with respect to
each such Loan then outstanding; provided that a Bank's failure
to make (or any error in making) any such recordation or
endorsement shall not affect the Borrower's obligations hereunder
or under the Notes.  Each Bank is hereby irrevocably authorized
by the Borrower so to endorse its Note and to attach to and make
a part of its Note a continuation of any such schedule as and
when required.
     
     Section 2.13.  Regulation D Compensation.  Each Bank may
require the Borrower to pay, contemporaneously with each payment
of interest on the Euro-Dollar Loans, additional interest on the
related Euro-Dollar Loan of such Bank at a rate per annum
determined by such Bank up to but not exceeding the excess of (i)
(A) the applicable London Interbank Offered Rate divided by (B)
one minus the Euro-Dollar Reserve Percentage over (ii) the
applicable London Interbank Offered Rate.  Any Bank wishing to
require payment of such additional interest (x) shall so notify
the Borrower and the Agent, in which case such additional
interest on the Euro-Dollar Loans of such Bank shall be payable
to such Bank at the place indicated in such notice with respect
to each Interest Period commencing at least three Euro-Dollar
Business Days after such Bank gives such notice and (y) shall
notify the Borrower at least five Euro-Dollar Business Days
before each date on which interest is payable on the Euro-Dollar
Loans of the amount then due it under this Section.
     
     Section 2.14.  Commitment Reduction Events.  (a)  Within
five Domestic Business Days after the Borrower or any Subsidiary
receives any Net Cash Proceeds of a Commitment Reduction Event,
the Commitments shall be reduced ratably by an aggregate amount
equal to the amount of such Net Cash Proceeds; provided that:
     
          (i)  if the amount of such reduction is less than
     $2,000,000, such reduction shall be deferred until the
     aggregate amount by which the Commitments are required to be
     reduced pursuant to this Section (including such deferred
     amounts) is not less than $2,000,000; and
          
          (ii)  if, by reason of any such reduction, subsection
     (b) of this Section would otherwise require Fixed Rate Loans
     or portions thereof to be prepaid prior to the last day of
     the applicable Interest Period, such reduction shall be
     deferred to such last day unless the Agent otherwise
     notifies the Borrower upon the instruction of the Required
     Banks.

The Borrower shall give the Agent at least three Domestic
Business Days' notice of each reduction of the Commitments
pursuant to this Section.

     (b)  If, after giving effect to any reduction of the
Commitments pursuant to subsection (a) of this Section, the
aggregate outstanding principal amount of the Loans would exceed
the aggregate amount of the Commitments, the Borrower shall
prepay, pursuant to and in accordance with Section 2.08, a
sufficient aggregate principal amount of the Loans to eliminate
such excess.

     
     
                            ARTICLE 3
                                
                           Conditions
                                
     Section 3.01.  Effective Date.  This Agreement shall become
effective when all of the following conditions have been
satisfied:
     
          (a)  the Agent shall have received from each of the
     parties listed on the signature pages hereof either a
     counter part hereof signed by such party or facsimile or
     other written confirmation satisfactory to the Agent
     confirming that such party has signed a counterpart hereof;

          (b)  the Agent shall have received a duly executed Note
     for the account of each Bank dated on or before the Effective
     Date and complying with the provisions of Section 2.12;

         (c)  the Agent shall have received an opinion of Holme
     Roberts & Owen LLP, counsel for the Borrower, substantially
     in the form of Exhibit B hereto, dated the Effective Date
     and covering such additional matters relating to the
     transactions contemplated hereby as the Required Banks
     may reasonably request;

         (d)  the Agent shall have received an opinion of Davis
     Polk & Wardwell, special counsel for the Agent, substantially
     in the form of Exhibit C hereto, dated the Effective
     Date and covering such additional matters relating to the
     transactions contemplated hereby as the Required Banks
     may reasonably request;

          (e)  the Borrower shall have paid in full (or made
     arrangements satisfactory to the Agent for paying in full) on
     the Effective Date all fees accrued under the Existing Credit
     Agreement to but excluding the Effective Date and all other
     amounts (if any) then due and payable by the Borrower
     thereunder;

          (f)  the Agent shall have received all documents the
     Agent may reasonably request relating to the existence of the
     Borrower, the corporate authority for and the validity of
     this Agreement and the Notes, and any other matters relevant
     hereto, all in form and substance satisfactory to the Agent.

Promptly after the Effective Date occurs, the Agent shall notify
the Borrower and the Banks thereof, and such notice shall be
conclusive and binding on all parties hereto.

     Section 3.02.  Consequence of Effectiveness.  (a)  On the
Effective Date, without further action by any of the parties
thereto,  the Existing Credit Agreement will be automatically
amended and restated to read as this Agreement reads.
     
     (b)  On and after the Effective Date, the rights and
obligations of the parties hereto shall be governed by the
provisions hereof.  The rights and obligations of the parties to
the Existing Credit Agreement with respect to the period prior to
the Effective Date shall continue to be governed by the
provisions thereof as in effect prior to the Effective Date,
except that all fees accrued under the Existing Credit Agreement
to but excluding the Effective Date shall be paid on the
Effective Date.
     
     Section 3.03.  Borrowings to Finance Acquisition of Target
Shares.  The obligation of any Bank to make a Loan on the
occasion of any Borrowing for the purposes (and only for the
purposes) of (i) financing the acquisition of Target Shares
pursuant to the Offers and the Completion Procedures and (ii)
financing open market purchases of Target Shares while the Offers
are continuing is subject to the satisfaction of the following
conditions:
     
          (a)  the Effective Date shall have occurred on or
     before January 24, 1998;

          (b)  the Agent shall have received a Notice of
     Borrowing as required by Section 2.02;

          (c)  immediately before and after such Borrowing, no
     Event of Default described in clause (g) or (h) of Section
     6.01 shall have occurred and be continuing with respect to
     the Borrower;

          (d)  the representations and warranties of the Borrower
     set forth in Sections 4.01, 4.02 and 4.03 shall be true on
     and as of the date of such Borrowing;

          (e)  Acquisition Subsidiary shall not have amended or
    modified in any material respect any material term or
    condition of either of the Offers, other than any extension
    of time for acceptance of the Offers;

          (f)  Acquisition Subsidiary shall not have decided,
    declared or accepted that valid acceptances in respect of
    less than 90 percent in nominal value of the ordinary shares
    to which the Offers relate shall be required for the
    satisfaction of the condition set forth in paragraph 1(a) of
    Appendix 1 to the press release by which the Offers are
    announced;  provided that the Required Banks shall waive
    this condition precedent if it is shown to their reasonable
    satisfaction that Acquisition Subsidiary will obtain
    acceptances sufficient to enable it to give notice under
    section 429 Companies Act 1985 with respect to such ordinary
    shares; and

          (g)  if the aggregate outstanding principal amount of
     the Loans immediately after such Borrowing will exceed
     $100,000,000, each of the Offers shall have been declared
     unconditional in all respects and the Agent shall have
     received a certified copy of the announcement to such
     effect.

Each Borrowing described in this Section shall be deemed to be a
representation and warranty by the Borrower that the conditions
specified in this Section are satisfied on the date of such
Borrowing.

     Section 3.04  Borrowings for Other Corporate Purposes.  The
obligation of any Bank to make a Loan on the occasion of any
Borrowing for a purpose other than those specified in Section
3.02 is subject to the satisfaction of the following conditions:
     
          (a)  the Effective Date shall have occurred on or before
     January 24, 1998;

         (b)  the Agent shall have received a Notice of Borrowing
     as required by Section 2.02;

          (c)  immediately before and after such Borrowing, no
     Default shall have occurred and be continuing; and

         (d)  the representations and warranties of the Borrower
     set forth in this Agreement shall be true on and as of the
     date of such Borrowing.

Each Borrowing described in this Section shall be deemed to be a
representation and warranty by the Borrower that the conditions
specified in clauses (c) and (d) of this Section are satisfied on
the date of such Borrowing.



                            ARTICLE 4
                                
                 Representations and Warranties
                                
     The Borrower represents and warrants that:
     
     Section 4.01.  Corporate Existence and Power.  The Borrower
is a corporation duly incorporated, validly existing and in good
standing under the laws of Colorado and has all corporate powers
and all material governmental licenses, consents, authorizations
and approvals required to carry on its business as now conducted.
     
     Section 4.02.  Corporate and Governmental Authorization; No
Contravention.  The execution, delivery and performance by the
Borrower of this Agreement and the Notes are within the
Borrower's corporate powers, have been duly authorized by all
necessary corporate action, require no action by or in respect
of, or filing with, any governmental body, agency or official and
do not contravene, or constitute a default under, any provision
of applicable law or regulation or of the Borrower's articles of
incorporation or by-laws or of any agreement, judgment,
injunction, order, decree or other instrument binding upon the
Borrower or any Subsidiary or result in the creation or
imposition of any Lien on any asset of the Borrower or any
Subsidiary.
     
     Section 4.03.  Binding Effect.  This Agreement constitutes a
valid and binding agreement of the Borrower and each Note, when
executed and delivered in accordance with this Agreement, will
constitute a valid and binding obligation of the Borrower, in
each case enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency or similar laws affecting
creditors' rights generally and general principles of equity.
     
     Section 4.04.  Financial Information.  (a)  The consolidated
balance sheet of the Borrower and its Consolidated Subsidiaries
as of December 31, 1996 and the related consolidated statements
of income and cash flows for the Fiscal Year then ended, reported
on by Price Waterhouse LLP and set forth in the Borrower's 1996
Form 10-K, a copy of which has been delivered to each of the
Banks, fairly present, in conformity with GAAP, the consolidated
financial position of the Borrower and its Consolidated
Subsidiaries as of such date and their consolidated results of
operations and cash flows for such Fiscal Year.
     
     (b)  The unaudited consolidated balance sheet of the
Borrower and its Consolidated Subsidiaries as of September 30,
1997 and the related unaudited consolidated statements of income
and cash flows for the nine months then ended, set forth in the
Borrower's Latest Form 10-Q, a copy of which has been delivered
to each of the Banks, fairly present, on a basis consistent with
the financial statements referred to in subsection (a) of this
Section, the consolidated financial position of the Borrower and
its Consolidated Subsidiaries as of such date and their
consolidated results of operations and cash flows for such nine-
month period (subject to normal year-end adjustments).

     (c)  Since September 30, 1997 there has been no material
adverse change in the business, financial position, results of
operations or prospects of the Borrower and its Consolidated
Subsidiaries, considered as a whole.

     Section 4.05.  Litigation.  There is no action, suit or
proceeding pending against, or to the Borrower's knowledge
threatened against or affecting, the Borrower or any Subsidiary
before any court or arbitrator or any governmental body, agency
or official in which there is a reasonable possibility of an
adverse decision which could materially adversely affect the
business, consolidated financial position or consolidated results
of operations of the Borrower and its Consolidated Subsidiaries,
considered as a whole, or which in any manner draws into question
the validity or enforceability of this Agreement or the Notes.
     
     Section 4.06.  Compliance with ERISA.  Each member of the
ERISA Group has fulfilled its obligations under the minimum
funding standards of ERISA and the Internal Revenue Code with
respect to each Plan and is in compliance in all material
respects with the presently applicable provisions of ERISA and
the Internal Revenue Code with respect to each Plan.  No member
of the ERISA Group has (i) sought a waiver of the minimum funding
standard under Section 412 of the Internal Revenue Code in
respect of any Plan, (ii) failed to make any contribution or
payment to any Plan or Multiemployer Plan, or made any amendment
to any Plan, which has resulted or could result in the imposition
of a Lien or the posting of a bond or other security under ERISA
or the Internal Revenue Code or (iii) incurred any liability
under Title IV of ERISA other than a liability to the PBGC for
premiums under Section 4007 of ERISA.
     
     Section 4.07.  Environmental Matters.  In the ordinary
course of its business, the Borrower conducts an ongoing review
of the effect of Environmental Laws on the business, operations
and properties of the Borrower and its Subsidiaries, in the
course of which it identifies and evaluates associated
liabilities and costs (including, without limitation, any capital
or operating expenditures required for clean-up or closure of
properties presently or previously owned, any capital or
operating expenditures required to achieve or maintain compliance
with environmental protection standards imposed by law or as a
condition of any license, permit or contract, any related
constraints on operating activities, including any periodic or
permanent shutdown of any facility or reduction in the level of
or change in the nature of operations conducted thereat, any
costs or liabilities in connection with off-site disposal of
wastes or Hazardous Substances and any actual or potential
liabilities to third parties, including employees, and any
related costs and expenses).  On the basis of this review, the
Borrower has reasonably concluded that such associated
liabilities and costs, including the costs of complying with
Environmental Laws, are unlikely to have a material adverse
effect on the business, financial condition or results of
operations of the Borrower and its Consolidated Subsidiaries,
considered as a whole.
     
     Section 4.08.  Taxes.  The Borrower and its Subsidiaries
have filed all United States Federal income tax returns and all
other material tax returns which are required to be filed by them
and have paid all taxes due pursuant to such returns or pursuant
to any assessment received by the Borrower or any Subsidiary.
The charges, accruals and reserves on the books of the Borrower
and its Subsidiaries in respect of taxes or other governmental
charges are, in the Borrower's opinion, adequate.
     
     Section 4.09.  Subsidiaries.  Each of the Borrower's
corporate Subsidiaries is a corporation duly incorporated,
validly existing and in good standing under the laws of its
jurisdiction of incorporation, and has all corporate powers and
all material governmental licenses, authorizations, consents and
approvals required to carry on its business as now conducted.

     Section 4.10.  No Regulatory Restrictions on Borrowing.  The
Borrower is not (i) an "investment company" within the meaning of
the Investment Company Act of 1940, as amended, (ii) a "holding
company" or a "subsidiary company" of a holding company within
the meaning of the Public Utility Holding Company Act of 1935, as
amended, or (iii) otherwise subject to any regulatory scheme
which restricts its ability to incur debt.
     
     Section 4.11.  Full Disclosure.  All information heretofore
furnished by the Borrower to the Agent or any Bank for purposes
of or in connection with this Agreement or any transaction
contemplated hereby is, and all such information hereafter
furnished by the Borrower to the Agent or any Bank will be, true
and accurate in all material respects on the date as of which
such information is stated or certified.  The Borrower has
disclosed to the Banks in writing any and all facts which
materially and adversely affect, or may affect (to the extent the
Borrower can now reasonably foresee), the business, operations or
financial condition of the Borrower and its Consolidated
Subsidiaries, taken as a whole, or the Borrower's ability to
perform its obligations under this Agreement.

     
     
                            ARTICLE 5
                                
                            Covenants
                                
The Borrower agrees that, so long as any Bank has any Credit
Exposure hereunder or any interest or fees accrued hereunder
remain unpaid:

     Section 5.01.  Information.  The Borrower will deliver to
each of the Banks:
     
     (a)  as soon as available and in any event within 95 days
after the end of each Fiscal Year, a consolidated balance sheet
of the Borrower and its Consolidated Subsidiaries as of the end
of such Fiscal Year and the related consolidated statements of
income and cash flows for such Fiscal Year, setting forth in each
case in comparative form the figures for the previous Fiscal
Year, all reported on in a manner acceptable to the SEC by Price
Waterhouse LLP or other independent public accountants of
nationally recognized standing;
          
     (b)  as soon as available and in any event within 50 days
after the end of each of the first three Fiscal Quarters of each
Fiscal Year, a consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of the end of such Fiscal Quarter,
the related consolidated statement of income for such Fiscal
Quarter and the related consolidated statement of cash flows for
the portion of the Fiscal Year ended at the end of such Fiscal
Quarter, setting forth in the case of each such statement of
income and cash flows in comparative form the figures for the
corresponding period in the previous Fiscal Year, all certified
(subject to normal year-end adjustments) as to fairness of
presentation and consistency with GAAP by the Borrower's chief
financial officer or chief accounting officer;

     (c)  simultaneously with the delivery of each set of
financial statements referred to in clauses (a) and (b) above, a
certificate of the Borrower's chief financial officer or chief
accounting officer (i) setting forth in reasonable detail the
calculations required to establish whether the Borrower was in
compliance with the requirements of Sections 5.09 to 5.15,
inclusive, on the date of such financial statements and (ii)
stating whether any Default exists on the date of such
certificate and, if any Default then exists, setting forth the
details thereof and the action which the Borrower is taking or
proposes to take with respect thereto;

     (d)  simultaneously with the delivery of each set of
financial statements referred to in clause (a) above, a statement
of the firm of independent public accountants which reported on
such statements stating whether anything has come to their
attention to cause them to believe that any Default existed on
the date of such statements;

     (e)  within five Domestic Business Days after any officer of
the Borrower obtains knowledge of any Default, if such Default is
then continuing, a certificate of the Borrower's chief financial
officer or chief accounting officer setting forth the details
thereof and the action which the Borrower is taking or proposes
to take with respect thereto;
          
     (f)  promptly after the mailing thereof to the Borrower's
shareholders generally, copies of all financial statements,
reports and proxy statements so mailed;

     (g)  promptly after the filing thereof, copies of all
registration statements (other than the exhibits thereto and any
registration statements on Form S-8 or its equivalent) and
reports on Forms 10-K, 10-Q and 8-K (or their equivalents) filed
by the Borrower with the SEC;

     (h)  if and when any member of the ERISA Group (i) gives of
is required to give notice to the PBGC of any "reportable event"
(as defined in Section 4043 of ERISA) with respect to any Plan
which might constitute grounds for a termination of such Plan
under Title IV of ERISA, or knows that the plan administrator of
any Plan has given or is required to give notice of any such
reportable event, a copy of the notice of such reportable event
given or required to be given to the PBGC; (ii) receives notice
of complete or partial withdrawal liability under Title IV of
ERISA or notice that any Multiemployer Plan is in reorganization,
is insolvent or has been terminated, a copy of such notice; (iii)
receives notice from the PBGC under Title IV of ERISA of an
intent to terminate, impose liability (other than for premiums
under Section 4007 of ERISA) in respect of, or appoint a trustee
to administer any Plan, a copy of such notice; (iv) applies for a
waiver of the minimum funding standard under Section 412 of the
Internal Revenue Code, a copy of such application; (v) gives
notice of intent to terminate any Plan under Section 4041(c) of
ERISA, a copy of such notice and other information filed with the
PBGC; (vi) gives notice of withdrawal from any Plan pursuant to
Section 4063 of ERISA, a copy of such notice; or (vii) fails to
make any payment or contribution to any Plan or Multiemployer
Plan or makes any amendment to any Plan which has resulted or
could result in the imposition of a Lien or the posting of a bond
or other security, a certificate of the Borrower's chief
financial officer or chief accounting officer setting forth
details as to such occurrence and the action, if any, which the
Borrower or applicable member of the ERISA Group is required or
proposes to take; and

     (i)  from time to time such additional information regarding
the financial position or business of the Borrower and its
Subsidiaries as the Agent, at the request of any Bank, may
reasonably request.

     Section 5.02.  Payment of Obligations.  The Borrower will
pay and discharge, and will cause each Subsidiary to pay and
discharge, at or before maturity, all their respective material
obligations and liabilities (including, without limitation, tax
liabilities and claims of materialmen, warehousemen and the like
which if unpaid might by law give rise to a Lien), except where
the same are contested in good faith by appropriate proceedings,
and will maintain, and will cause each Subsidiary to maintain, in
accordance with GAAP, appropriate reserves for the accrual
thereof.
     
    Section 5.03.  Maintenance of Property; Insurance.  (a)  The
Borrower will keep, and will cause each Subsidiary to keep, all
property useful and necessary in its business in good working
order and condition, ordinary wear and tear excepted.
    
     (b)  The Borrower will, and will cause each Subsidiary to,
maintain (either in the Borrower's name or in such Subsidiary's
own name) with financially sound and responsible insurance
companies, insurance on all their respective properties in at
least such amounts (with no greater risk retention) and against
at least such risks as are usually maintained, retained or
insured against in the same general area by companies of
established repute engaged in the same or a similar business.
The Borrower will furnish to the Banks, upon request from the
Agent, information presented in reasonable detail as to the
insurance so carried.

     Section 5.04.  Conduct of Business and Maintenance of
Existence.  The Borrower and its Subsidiaries will continue to
engage in business of the same general type as now conducted by
the Borrower and its Subsidiaries, and will preserve, renew and
keep in full force and effect their respective corporate
existences and their respective rights, privileges and franchises
necessary or desirable in the normal conduct of business;
provided that nothing in this Section shall prohibit:
     
          (i)  the merger of a Subsidiary into the Borrower if,
     after giving effect thereto, no Default shall have occurred
     and be continuing;
          
          (ii)  the merger or consolidation of a Subsidiary with
     or into a Person other than the Borrower if the corporation
     surviving such consolidation or merger is a Subsidiary and,
     after giving effect thereto, no Default shall have occurred
     and be continuing or
          
          (iii)  the termination of the corporate existence of a
     Subsidiary if the Borrower in good faith determines that
     such termination is in the best interest of the Borrower and
     is not materially disadvantageous to the Banks.

     Section 5.05.  Compliance with Laws.  The Borrower will
comply, and will cause each Subsidiary to comply, in all material
respects with all applicable laws, ordinances, rules, regulations
and requirements of governmental authorities (including, without
limitation, Environmental Laws and ERISA and the rules and
regulations thereunder), except where the necessity of compliance
therewith is contested in good faith by appropriate proceedings.
     
     Section 5.06  Inspection of Property, Books and Records.
The Borrower will keep, and will cause each Subsidiary to keep,
proper books of record and account in which full and correct
entries shall be made of all dealings and transactions in
relation to its business and activities; and will permit, and
will cause each Subsidiary to permit, representatives of any Bank
at such Bank's expense to visit and inspect any of their
respective properties, to examine and make abstracts from any of
their respective books and records and to discuss their
respective affairs, finances and accounts with their respective
officers, employees and independent public accountants, all at
such reasonable times and as often as may reasonably be
requested.
     
     Section 5.07.  Mergers and Sales of Assets.  (a)  The
Borrower will not consolidate or merge with or into any other
Person; provided that the Borrower may merge with another Person
if (i) the Borrower is the corporation surviving such merger and
(ii) after giving effect to such merger, no Default shall have
occurred and be continuing.
     
     (b)  The Borrower and its Subsidiaries will not sell, lease
or otherwise transfer, directly or indirectly, all or any
substantial part of the assets of the Borrower and its
Subsidiaries, taken as a whole, to any other Person; provided
that this subsection (b) shall not apply to any sale, lease or
other transfer of the assets of Target's plastics division or the
capital stock of any Subsidiary included in Target's plastics
division.
     
     Section 5.08.  Use of Proceeds.  The proceeds of the Loans
will be used by the Borrower (i) to finance the acquisition of
Target Shares pursuant to the Offers and the Completion
Procedures, (ii) to finance open market purchases of Target
Shares while the Offers are continuing, (iii) to refinance Debt
incurred to finance the acquisition of Target Shares before the
Offers are declared unconditional in all respects and (iv) for
general corporate purposes.  None of such proceeds will be used,
directly or indirectly, for the purpose, whether immediate,
incidental or ultimate, of buying or carrying any "margin stock"
within the meaning of Regulation U.
     
     Section 5.09.  Negative Pledge.  Neither the Borrower nor
any Subsidiary (other than Golden Properties) will create, assume
or suffer to exist any Lien on any asset now owned or hereafter
acquired by it, except:
     
          (a)  Liens existing on the date of this Agreement
     securing Debt outstanding on the date of this Agreement in
     an aggregate principal or face amount not exceeding
     $10,000,000;

          (b)  any Lien existing on any asset of any Person at
     the time such Person becomes a Subsidiary and not created
     in contemplation of such event;

          (c)  any Lien on any asset securing Debt incurred or
     assumed for the purpose of financing all or any part of the
     cost of acquiring such asset, provided that such Lien
     attaches to such asset concurrently with or within 180 days
     after the acquisition thereof;

          (d)  any Lien on any asset of any Person existing at
     the time such Person is merged or consolidated with or
     into the Borrower or a Subsidiary and not created in 
     contemplation of such event;

          (e)  any Lien existing on any asset prior to the
     acquisition thereof by the Borrower or a Subsidiary and not
     created in contemplation of such acquisition;

          (f)  any Lien arising out of the refinancing, extension,
     renewal or refunding of any Debt secured by any Lien
     permitted by any of the foregoing clauses of this Section,
     provided that such Debt is not increased and is not secured
     by any additional assets;

         (g)  Liens arising in the ordinary course of its
     business which (i) do not secure Debt or Derivatives Obliga-
     tions and (ii) do not secure any single obligation (or class
     of obligations having a common cause) in an amount exceeding
     $25,000,000;

          (h)  Liens on cash and cash equivalents securing
     Derivatives Obligations, provided that the aggregate amount
     of cash and cash equivalents subject to such Liens may
     at no time exceed $25,000,000; and

          (i)  Liens not otherwise permitted by the foregoing
     clauses of this Section; provided that the aggregate out-
     standing principal or face amount of (x) all Debt of the
     Borrower secured by Liens permitted solely by this clause
     (i) and (y) all Restricted Debt of Subsidiaries shall not
     not at any time exceed 10% of Consolidated Tangible Assets.


     Section 5.10.  Debt to Total Capital.  The ratio of
Consolidated Debt to Total Capital will at no time exceed 60%.
    
     Section 5.11.  Restricted Debt of Subsidiaries.  The
aggregate outstanding principal or face amount of (x) all
Restricted Debt of Subsidiaries and (y) all Debt of the Borrower
secured by Liens permitted solely by clause (i) of Section 5.09
will not at any time exceed 10% of Consolidated Tangible Assets.
    
     Section 5.12.  Cash Flow Ratio.  At the end of each Fiscal
Quarter, the Cash Flow Ratio will not exceed 400%.
     
     Section 5.13.  Restricted Payments.  Neither the Borrower
nor any Subsidiary will declare or make any Restricted Payment
unless, after giving effect thereto, the aggregate of all
Restricted Payments declared or made subsequent to September 30,
1997 does not exceed the sum of (i) $50,000,000 plus (ii) 75% of
cumulative consolidated net income (or minus 100% of cumulative
consolidated net loss) of the Borrower and its Consolidated
Subsidiaries for the period from October 1, 1997 through the end
of the most recent full Fiscal Quarter (treated for this purpose
as a single accounting period).
     
     Section 5.14.  Lease Payments.  Neither the Borrower nor any
Subsidiary will incur or assume (whether pursuant to a Guarantee
or otherwise) any liability for rental payments under a lease
with a lease term (as defined in Financial Accounting Standards
Board Statement No. 13, as in effect on the date hereof) of five
years or more if, after giving effect thereto, the aggregate
amount of minimum lease payments that the Borrower and its
Subsidiaries have so incurred or assumed will exceed $10,000,000
for any calendar year under all such leases (excluding capital
leases).
     
     Section 5.15.  Investments.  Neither the Borrower nor any
Subsidiary will hold, make or acquire any Investment in any
Person other than:
     
          (a)  Investments existing on the date hereof in Persons
     which are Subsidiaries on the date hereof and, subject to
     the limitations of Section 5.04, additional Investments on
     or after the date hereof in such Subsidiaries and in
     Subsidiaries formed or acquired after the date hereof;

          (b)  Investments in Target Shares permitted to be
     financed or refinanced with the proceeds of Loans hereunder;

          (c)  Temporary Cash Investments;

          (d)  loans and advances to employees of the Borrower or
     a Subsidiary in the ordinary course of business in an
     aggregate outstanding amount at no time exceeding
     $2,000,000; and

          (e)  any Investment not otherwise permitted by the
     foregoing clauses of this Section if, immediately after such
     Investment is made or acquired, the aggregate net book value
     of all Investments permitted by this clause (e) does not
     exceed 15% of Consolidated Tangible Net Worth.

     Section 5.16.  Transactions with Affiliates.  The Borrower
will not, and will not permit any Subsidiary to, directly or
indirectly, pay any funds to or for the account of, make any
investment (whether by acquisition of stock or indebtedness, by
loan, advance, transfer of property, guarantee or other agreement
to pay, purchase or service, directly or indirectly, any Debt, or
otherwise) in, lease, sell, transfer or otherwise dispose of any
assets, tangible or intangible, to, or participate in, or effect,
any transaction with, any Affiliate except on an arms-length
basis on terms at least as favorable to the Borrower or such
Subsidiary as could have been obtained from a third party that
was not an Affiliate; provided that the foregoing provisions of
this Section shall not prohibit any such Person from declaring or
paying any lawful dividend or other payment ratably in respect of
all its capital stock of the relevant class so long as, after
giving effect thereto, no Default shall have occurred and be
continuing.

     
     
                            ARTICLE 6
                                
                            Defaults
                                
     Section 6.01.  Events of Default.  If one or more of the
following events ("Events of Default") shall have occurred and be
continuing:
     
         (a)  the Borrower shall fail to pay when due any
     principal of any Loan or shall fail to pay within five days
     of the due date thereof any interest, fee or other amount
     payable by it hereunder;

          (b)  the Borrower shall fail to observe or perform any
     covenant contained in Article 5, other than those contained
     in Sections 5.01 through 5.06;

          (c)  the Borrower shall fail to observe or perform any
     covenant or agreement (other than those covered by clause
     (a) or (b) above) contained in this Agreement or any
     amendment hereof for 30 days after the Agent gives notice
     thereof to the Borrower at the request of any Bank;

          (d)  any representation, warranty, certification or
     statement made by the Borrower in this Agreement or any
     amendment hereof or in any certificate, financial
     statement or other document delivered pursuant to this
     Agreement shall prove to have been incorrect in any
     material respect when made (or deemed made);

          (e)  the Borrower or any Subsidiary shall fail to make
     one or more payments in respect of Material Financial
     Obligations when due or within any applicable grace period;

          (f)  any event or condition shall occur which results
     in the acceleration of the maturity of any Material Debt or 
     enables (or, with the giving of notice or lapse of time or
     both, would enable) the holder of such Debt or any Person
     acting on such holder's behalf to accelerate the maturity
     thereof;

          (g)  the Borrower or any Subsidiary shall commence a
     voluntary case or other proceeding seeking liquidation, 
     reorganization or other relief with respect to itself or its
     debts under any bankruptcy, insolvency or other similar law
     now or hereafter in effect or seeking the appointment of a
     trustee, receiver, liquidator, custodian or other similar
     official of it or any substantial part of its property, or
     shall consent to any such relief or to the appoint of or
     taking possession by any such official in an involuntary
     case or other proceeding commenced against it, or shall 
     make a general assignment for the benefit of creditors, or
     shall fail generally to pay its debts as they become due, 
     or shall take any corporate action to authorize any of the
     foregoing;

          (h)  an involuntary case or other proceeding shall be
     commenced against the Borrower or any Subsidiary seeking 
     liquidation, reorganization or other relief with respect to
     it or its debts under any bankruptcy, insolvency or other
     similar law now or hereafter in effect or seeking the
     appointment of a trustee, receiver, liquidator, custodian or
     other similar official of it or any substantial part of its
     property, and such involuntary case or other proceeding
     shall remain undismissed and unstayed for a period of 60
     days; or an order for relief shall be entered against the
     Borrower or any Subsidiary under the federal bankruptcy
     laws as now or hereafter in effect;

          (i)  any member of the ERISA Group shall fail to pay
     when due an amount or amounts aggregating in excess of
     $10,000,000 which it shall have become liable to pay under
     Title IV of ERISA; or notice of intent to terminate a
     Material Plan shall be filed under Title IV of ERISA by any
     member of the ERISA Group, any plan administrator or any
     combination of the foregoing; or the PBGC shall institute
     proceedings under Title IV of ERISA to terminate, to impose
     liability (other than for premiums under Section 4007 of
     ERISA) in respect of, or to cause a trustee to be appointed
     to administer, any Material Plan; or a condition shall exist
     by reason of which the PBGC would be entitled to obtain a
     decree adjudicating that any Material Plan must be terminated;
     or there shall occur a complete or partial withdrawal from,
     or a default, within the meaning of Section 4219(c)(5) of
     ERISA, with respect to, one or more Multiemployer Plans which
     could cause one or more members of the ERISA Group to incur 
     a current payment obligation in excess of $25,000,000;

          (j)  judgments or orders for the payment of money
     exceeding $10,000,000 in aggregate amount shall be rendered
     against the Borrower or any Subsidiary and such judgments
     or orders shall continue unsatisfied and unstayed for a
     period of 10 days; or

         (k)  any person or group of persons (within the meaning
     of Section 13 or 14 of the Exchange Act) shall have acquired
     beneficial ownership (within the meaning of Rule 13d-3
     promulgated by the SEC under said Act) of 30% or more of the
     outstanding shares of common stock of the Borrower; or,
     during any period of 12 consecutive calendar months,
     individuals who were directors of the Borrower on the first
     day of such period shall cease to constitute a majority of
     the Borrower's board of directors;

then, and in every such event, the Agent shall:

          (i)  if requested by Banks having more than 50% in
     aggregate amount of the Commitments, by notice to the
     Borrower terminate the Commitments or reduce the Commit-
     ments ratably to an aggregate amount specified in such
     notice, whereupon the Commitments shall be so terminated
     or reduced forthwith; provided that, until either all 
     Target Shares have been acquired pursuant to the Offers
     and the Completion Procedures or the Offer Termination
     Date has occurred, the Commitments shall not be terminated
     pursuant to this clause (i) or reduced pursuant to this
     clause (i) to an aggregate amount less than the maximum
     aggregate amount from time to time remaining to be paid
     (on the assumption that all outstanding Target Shares will
     be acquired) to accepting shareholders pursuant to the
     Offers and the Completion Procedures; and

          (ii) if requested by Banks holding more than 50% of the
     aggregate unpaid principal amount of the Loans, by notice
     to the Borrower declare the Loans (together with accrued
     interest thereon) to be, and the Loans (together with
     accrued interest thereon) shall thereupon become, immedi-
     iately due and payable without presentment, demand, protest
     or other notice of any kind, all of which are hereby waived
     by the Borrower;

provided that, if any Event of Default specified in clause (g) or
(h) of this Section occurs with respect to the Borrower, then
without any notice to the Borrower or any other act by the Agent
or the Banks, the Commitments shall thereupon terminate and the
Loans (together with accrued interest thereon) shall become
immediately due and payable without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by
the Borrower.  Except as provided in the foregoing proviso,
neither the Agent nor any Bank shall, at any time before the
Offer Termination Date, be entitled to (i) enjoin the funding of
the Offers, (ii) exercise any right of rescission or set-off or
similar right or (iii) attempt in any other manner to obtain
payment from funds drawn hereunder to fund the Offers and the
Completion Procedures, in each case if and to the extent that to
do so would prevent the funding of the Offers and the Completion
Procedures as contemplated hereby upon satisfaction of the
conditions set forth in Section 3.02.

     Section 6.02.  Notice of Default.  The Agent shall give
notice to the Borrower under Section 6.01(c) promptly upon being
requested to do so by any Bank and shall thereupon notify all the
Banks thereof.

     
     
                            ARTICLE 7
                                
                     The Agent and Co-Agent
                                
     Section 7.01.  Appointment and Authorization.  Each Bank
irrevocably appoints and authorizes the Agent to take such action
as agent on its behalf and to exercise such powers under this
Agreement as are delegated to the Agent by the terms hereof or
thereof, together with all such powers as are reasonably
incidental thereto.
     
     Section 7.02.  Agent and Affiliates.  Morgan Guaranty Trust
Company of New York shall have the same rights and powers under
this Agreement as any other Bank and may exercise or refrain from
exercising the same as though it were not the Agent, and Morgan
Guaranty Trust Company of New York and its affiliates may accept
deposits from, lend money to and generally engage in any kind of
business with the Borrower or any Subsidiary or affiliate of the
Borrower as if it were not the Agent.
     
     Section 7.03.  Action by Agent.  The obligations of the Agent
hereunder are only those expressly set forth herein.  Without
limiting the generality of the foregoing, the Agent shall not be
required to take any action with respect to any Default, except
as expressly provided in Article 6.
     
     Section 7.04.  Consultation with Experts.  The Agent may
consult with legal counsel (who may be counsel for the Borrower),
independent public accountants and other experts selected by it
and shall not be liable for any action taken or omitted to be
taken by it in good faith in accordance with the advice of such
counsel, accountants or experts.
     
     Section 7.05.  Liability of Agent.  None of the Agent or any
of its affiliates or any of their respective directors, officers,
agents or employees shall be liable for any action taken or not
taken by it in connection herewith (i) with the consent or at the
request of the Required Banks (or such different number of Banks
as any provision hereof expressly requires for such consent or
request) or (ii) in the absence of its own gross negligence or
willful misconduct.  Neither the Agent nor any of its affiliates
nor any of their respective directors, officers, agents or
employees shall be responsible for or have any duty to ascertain,
inquire into or verify (i) any statement, warranty or
representation made in connection with this Agreement or any
borrowing hereunder; (ii) the performance or observance of any of
the covenants or agreements of the Borrower; (iii) the
satisfaction of any condition specified in Article 3, except
receipt of items required to be delivered to the Agent; or (iv)
the validity, effectiveness or genuineness of this Agreement, the
Notes or any other instrument or writing furnished in connection
herewith.  The Agent shall not incur any liability by acting in
reliance upon any notice, consent, certificate, statement or
other writing (which may be a bank wire, telex, facsimile or
similar writing) believed by it to be genuine or to be signed by
the proper party or parties.  Without limiting the generality of
the foregoing, the use of the term "agent" in this Agreement with
reference to the Agent or the Co-Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising
under agency doctrine of any applicable law.  Instead, such term
is used merely as a matter of market custom and, in the case of
the Agent, is intended to create or reflect only an
administrative relationship between independent contracting
parties.
     
     Section 7.06.  Indemnification.  The Banks shall, ratably in
proportion to their Credit Exposures, indemnify the Agent, its
affiliates and their respective directors, officers, agents and
employees (to the extent not reimbursed by the Borrower) against
any cost, expense (including counsel fees and disbursements),
claim, demand, action, loss or liability (except such as result
from such indemnitees' gross negligence or willful misconduct)
that such indemnitees may suffer or incur in connection with this
Agreement or any action taken or omitted by such indemnitees
hereunder.
     
     Section 7.07.  Credit Decision.  Each Bank acknowledges that
it has, independently and without reliance on the Agent, the
Co-Agent or any other Bank, and based on such documents and
information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement.  Each Bank
also acknowledges that it will, independently and without reliance
on the Agent, the Co-Agent or any other Bank, and based on such 
documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking
any action under this Agreement.
     
     Section 7.08.  Successor Agent.  The Agent may resign at any
time by giving notice thereof to the Banks and the Borrower.  Upon
any such resignation, the Required Banks shall have the right to
appoint a successor Agent; provided that, unless a Default shall
have occurred and be continuing, the Borrower shall have approved
such successor Agent.  If no successor Agent shall have been so
appointed by the Required Banks, and shall have accepted such
appointment, within 30 days after the retiring Agent gives notice
of resignation, then the retiring Agent may, on behalf of the
Banks, appoint a successor Agent, which shall be a commercial
bank organized or licensed under the laws of the United States or
of any State thereof and having a combined capital and surplus of
at least $100,000,000.  Upon the acceptance of its appointment as
Agent hereunder by a successor Agent, such successor Agent shall
thereupon succeed to and become vested with all the rights and
duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations hereunder.  After any
retiring Agent resigns as Agent hereunder, the provisions of this
Article shall inure to its benefit as to actions taken or omitted
to be taken by it while it was Agent.
     
     Section 7.09.  Agent's Fee.  The Borrower shall pay to the
Agent for its own account fees in the amounts and at the times
previously agreed upon by the Borrower and the Agent.
     
     Section 7.10.  Co-Agent.  The Bank identified on the facing
page or signature pages of this Agreement as Co-Agent shall not
have any right, power, obligation, liability, responsibility or
duty under this Agreement other than those applicable to all
Banks as such.
     

     
                            ARTICLE 8
                                
                     Change in Circumstances
                                
    Section 8.01.  Basis for Determining Interest Rate
Inadequate or Unfair.  If on or before the first day of any
Interest Period for any CD Loan or Euro-Dollar Loan:
    
         (a)  the Agent is advised by the Reference Bank that
     deposits in dollars (in the applicable amounts) are not
     being offered to the Reference Bank in the relevant market
     for such Interest Period, or

         (b)  Banks holding 50% or more of the aggregate prin-
     cipal amount of the affected Loans advise the Agent that
     the Adjusted CD Rate or the London Interbank Offered Rate,
     as the case may be, as determined by the Agent will not
     adequately and fairly reflect the cost to such Banks of
     funding their CD Loans or Euro-Dollar Loans, as the case
     may be, for such Interest Period,

the Agent shall forthwith give notice thereof to the Borrower and
the Banks, whereupon until the Agent notifies the Borrower that
the circumstances giving rise to such suspension no longer exist,
(i) the obligations of the Banks to make CD Loans or Euro-Dollar
Loans, as the case may be, or to continue or convert outstanding
Loans as or into CD Loans or Euro-Dollar Loans, as the case may
be, shall be suspended and (ii) each outstanding CD Loan or Euro-
Dollar Loan, as the case may be, shall be converted into a Base
Rate Loan on the last day of the then current Interest Period
applicable thereto.  Unless the Borrower notifies the Agent at
least two Domestic Business Days before the date of any affected
Borrowing for which a Notice of Borrowing has previously been
given that it elects not to borrow on such date, such Borrowing
shall instead be made as a Base Rate Borrowing.

     Section 8.02.  Illegality.  If, on or after the date hereof,
the adoption of any applicable law, rule or regulation, or any
change in any applicable law, rule or regulation, or any change
in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance
by any Bank (or its Euro-Dollar Lending Office) with any request
or directive (whether or not having the force of law) of any such
authority, central bank or comparable agency, shall make it
unlawful or impossible for any Bank (or its Euro-Dollar Lending
Office) to make, maintain or fund its Euro-Dollar Loans and such
Bank shall so notify the Agent, the Agent shall forthwith give
notice thereof to the other Banks and the Borrower, whereupon
until such Bank notifies the Borrower and the Agent that the
circumstances giving rise to such suspension no longer exist, the
obligation of such Bank to make Euro-Dollar Loans, or to convert
outstanding Loans into Euro-Dollar Loans or continue outstanding
Loans as Euro-Dollar Loans, shall be suspended.  Before giving
any notice to the Agent pursuant to this Section, such Bank shall
designate a different Euro-Dollar Lending Office if such
designation will avoid the need for giving such notice and will
not, in the judgment of such Bank, be otherwise disadvantageous
to such Bank.  If such notice is given, each Euro-Dollar Loan of
such Bank then outstanding shall be converted to a Base Rate Loan
either (a) on the last day of the then current Interest Period
applicable to such Euro-Dollar Loan if such Bank may lawfully
continue to maintain and fund such Loan as a Euro-Dollar Loan to
such day or (b) immediately if such Bank shall determine that it
may not lawfully continue to maintain and fund such Loan as a
Euro-Dollar Loan to such day.
     
     Section 8.03.  Increased Cost and Reduced Return.  (a)  If
on or after the date hereof, the adoption of any applicable law,
rule or regulation, or any change in any applicable law, rule or
regulation, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof,
or compliance by any Bank (or its Applicable Lending Office) with
any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency, shall
impose, modify or deem applicable any reserve (including, without
limitation, any such requirement imposed by the Board of
Governors of the Federal Reserve System, but excluding (i) with
respect to any CD Loan any such requirement included in an
applicable Domestic Reserve Percentage and (ii) with respect to
any Euro-Dollar Loan any such requirement with respect to which
such Bank is entitled to compensation during the relevant
Interest Period under Section 2.13), special deposit, insurance
assessment (excluding, with respect to any CD Loan, any such
requirement reflected in an applicable Assessment Rate) or
similar requirement against assets of, deposits with or for the
account of, or credit extended by, any Bank (or its Applicable
Lending Office) or shall impose on any Bank (or its Applicable
Lending Office) or on the United States market for certificates
of deposit or the London interbank market any other condition
affecting its Fixed Rate Loans, its Notes or its obligation to
make Fixed Rate Loans and the result of any of the foregoing is
to increase the cost to such Bank (or its Applicable Lending
Office) of making or maintaining any Fixed Rate Loan, or to
reduce the amount of any sum received or receivable by such Bank
(or its Applicable Lending Office) under this Agreement or under
its Note with respect thereto, by an amount deemed by such Bank
to be material, then, within 15 days after demand by such Bank
(with a copy to the Agent), the Borrower shall pay to such Bank
such additional amount or amounts as will compensate such Bank
for such increased cost or reduction.
     
     (b)  If any Bank shall have determined that, after the date
hereof, the adoption of any applicable law, rule or regulation
regarding capital adequacy, or any change in any such law, rule
or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or
administration thereof, or any request or directive regarding
capital adequacy (whether or not having the force of law) of any
such authority, central bank or comparable agency, has or would
have the effect of reducing the rate of return on capital of such
Bank (or its Parent) as a consequence of such Bank's obligations
hereunder to a level below that which such Bank (or its Parent)
could have achieved but for such adoption, change, request or
directive (taking into consideration its policies with respect to
capital adequacy) by an amount deemed by such Bank to be
material, then from time to time, within 15 days after demand by
such Bank (with a copy to the Agent), the Borrower shall pay to
such Bank such additional amount or amounts as will compensate
such Bank (or its Parent) for such reduction.

     (c)  Each Bank will promptly notify the Borrower and the
Agent of any event of which it has knowledge, occurring after the
date hereof, which will entitle such Bank to compensation
pursuant to this Section and will designate a different
Applicable Lending Office if such designation will avoid the need
for, or reduce the amount of, such compensation and will not, in
the judgment of such Bank, be otherwise disadvantageous to it.  A
certificate of any Bank claiming compensation under this Section
and setting forth the additional amount or amounts to be paid to
it hereunder shall be conclusive in the absence of manifest
error.  In determining such amount, such Bank may use any
reasonable averaging and attribution methods.

     Section 8.04.  Taxes.  (a)  For the purposes of this Section,
the following terms have the following meanings:
     
     "Taxes" means any and all present or future taxes, duties,
levies, imposts, deductions, charges or withholdings with respect
to any payment by the Borrower pursuant to this Agreement or
under any Note, and all liabilities with respect thereto,
excluding (i) in the case of each Bank, taxes imposed on its net
income, and franchise or similar taxes imposed on it, by a
jurisdiction under the laws of which such Bank or the Agent (as
the case may be) is organized or in which its principal executive
office is located or, in the case of each Bank, in which its
Applicable Lending Office is located and (ii) in the case of each
Bank, any United States withholding tax imposed on such payment,
but not excluding any portion of such tax that exceeds the United
States withholding tax which would have been imposed on such a
payment to such Bank under the laws and treaties in effect when
such Bank first becomes a party to this Agreement.
     
     "Other Taxes" means any present or future stamp or
documentary taxes and any other excise or property taxes, or
similar charges or levies, which arise from any payment made
pursuant to this Agreement or under any Note or from the
execution, delivery, registration or enforcement of, or otherwise
with respect to, this Agreement or any Note.
     
     (b)  All payments by the Borrower to or for the account of
any Bank or the Agent hereunder or under any Note shall be made
without deduction for any Taxes or Other Taxes; provided that, if
the Borrower shall be required by law to deduct any Taxes or
Other Taxes from any such payment, (i) the sum payable shall be
increased as necessary so that after making all required
deductions (including deductions applicable to additional sums
payable under this Section) such Bank or the Agent (as the case
may be) receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Borrower
shall make such deductions, (iii) the Borrower shall pay the full
amount deducted to the relevant taxation authority or other
authority in accordance with applicable law and (iv) the Borrower
shall promptly furnish to the Agent, at its address specified in
or pursuant to Section 9.01, the original or a certified copy of
a receipt evidencing payment thereof.

     (c)  The Borrower agrees to indemnify each Bank and the
Agent for the full amount of Taxes and Other Taxes (including,
without limitation, any Taxes or Other Taxes imposed or asserted
(whether or not correctly) by any jurisdiction on amounts payable
under this Section) paid by such Bank or the Agent (as the case
may be) and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto.  This
indemnification shall be paid within 15 days after such Bank or
the Agent (as the case may be) makes demand therefor.

     (d)  Each Bank organized under the laws of a jurisdiction
outside the United States, before it signs and delivers this
Agreement in the case of each Bank listed on the signature pages
hereof and before it becomes a Bank in the case of each other
Bank, and from time to time thereafter if requested in writing by
the Borrower (but only so long as such Bank remains lawfully able
to do so), shall provide each of the Borrower and the Agent with
Internal Revenue Service form 1001 or 4224, as appropriate, or
any successor form prescribed by the Internal Revenue Service,
certifying that such Bank is entitled to benefits under an income
tax treaty to which the United States is a party which exempts
such Bank from United States withholding tax or reduces the rate
of withholding tax on payments of interest for the account of
such Bank or certifying that the income receivable by it pursuant
to this Agreement is effectively connected with the conduct of a
trade or business in the United States.

     (e)  For any period with respect to which a Bank has failed
to provide the Borrower or the Agent with the appropriate form
referred to in Section 8.04(d) (unless such failure is due to a
change in treaty, law or regulation occurring after the date on
which such form originally was required to be provided), such
Bank shall not be entitled to indemnification under Section
8.04(b) or (c) with respect to Taxes imposed by the United
States; provided that if a Bank, that is otherwise exempt from or
subject to a reduced rate of withholding tax, becomes subject to
Taxes because of its failure to deliver a form required
hereunder, the Borrower shall take such steps as such Bank shall
reasonably request to assist such Bank to recover such Taxes.

     (f)  If the Borrower is required to pay additional amounts
to or for the account of any Bank pursuant to this Section as a
result of a change in law or treaty occurring after such Bank
first became a party to this Agreement, then such Bank will, at
the Borrower's request, change the jurisdiction of its Applicable
Lending Office if, in the judgment of such Bank, such change (i)
will eliminate or reduce any such additional payment which may
thereafter accrue and (ii) is not otherwise disadvantageous to
such Bank.

     SECTION 8.05.  Base Rate Loans Substituted for Affected
Fixed Rate Loans.  If (i) the obligation of any Bank to make, or
to continue or convert outstanding Loans as or to, Euro-Dollar
Loans has been suspended pursuant to Section 8.02 (ii) any Bank
has demanded compensation under Section 8.03 or 8.04 with respect
to its CD Loans or Euro-Dollar Loans, and in any such case the
Borrower shall, by at least five Euro-Dollar Business Days'
prior notice to such Bank through the Agent, have elected that
the provisions of this Section shall apply to such Bank, then, 
unless and until such Bank notifies the Borrower that the
circumstances giving rise to such suspension or demand for 
compensation no longer exist, all Loans which would otherwise be
made by such Bank as (or continued as or converted to) CD Loans
or Euro-Dollar Loans, as the case may be, shall instead be Base
Rate Loans (on which interest and principal shall be payable
contemporaneously with the related CD Loans or Euro-Dollar Loans
of the other Banks).  If such Bank notifies the Borrower the
circumstances giving rise to such suspension or demand for
compensation no longer exist, the principal amount of each such
Base Rate Loan shall be converted into a CD Loan or Euro-Dollar
Loan, as the case may be, on the first day of the next succeeding
Interest Period applicable to the related CD Loans or Euro-Dollar
Loans of the other Banks.

     
     
                            ARTICLE 9
                                
                          Miscellaneous
                                
     Section 9.01.  Notices.  All notices, requests and other
communications to any party hereunder shall be in writing
(including bank wire, telex, facsimile or similar writing) and
shall be given to such party:  (a) in the case of the Borrower or
the Agent, at its address, facsimile number or telex number set
forth on the signature pages hereof, (b) in the case of any Bank,
at its address, facsimile number or telex number set forth in its
Administrative Questionnaire or (c) in the case of any party, at
such other address, facsimile number or telex number as such
party may hereafter specify for the purpose by notice to the
Agent and the Borrower.  Each such notice, request or other
communication shall be effective (i) if given by telex, when
transmitted to the telex number referred to in this Section and
the appropriate answerback is received, (ii) if given by
facsimile, when transmitted to the facsimile number referred to
in this Section and confirmation of receipt is received, (iii) if
given by mail, 72 hours after such communication is deposited in
the mails with first class postage prepaid, addressed as
aforesaid or (iv) if given by any other means, when delivered at
the address referred to in this Section; provided that notices to
the Agent under Article 2 or Article 8 shall not be effective
until received.
     
     Section 9.02.  No Waivers.  No failure or delay by the Agent
or any Bank in exercising any right, power or privilege hereunder
or under any Note shall operate as a waiver thereof nor shall any
single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or
privilege.  The rights and remedies herein provided shall be
cumulative and not exclusive of any rights or remedies provided
by law.
     
     Section 9.03.  Expenses; Indemnification.  (a)  The Borrower
shall pay (i) all out-of-pocket expenses of the Agent, including
fees and disbursements of special counsel for the Agent, in
connection with the preparation and administration of this
Agreement, any waiver or consent hereunder or any amendment
hereof or any Default or alleged Default hereunder and (ii) if an
Event of Default occurs, all out-of-pocket expenses incurred by
the Agent and each Bank, including (without duplication) the fees
and disbursements of outside counsel and the allocated cost of
inside counsel, in connection with such Event of Default and
collection, bankruptcy, insolvency and other enforcement
proceedings resulting therefrom.
     
     (b)  The Borrower agrees to indemnify the Agent and each
Bank, their respective affiliates and the respective directors,
officers, agents and employees of the foregoing (each an
"Indemnitee") and hold each Indemnitee harmless from and against
any and all liabilities, losses, damages, costs and expenses of
any kind, including, without limitation, the reasonable fees and
disbursements of counsel, which may be incurred by such
Indemnitee in connection with any investigative, administrative
or judicial proceeding (whether or not such Indemnitee shall be
designated a party thereto) brought or threatened relating to or
arising out of this Agreement or any actual or proposed use of
proceeds of Loans hereunder; provided that no Indemnitee shall
have the right to be indemnified hereunder for such Indemnitee's
own gross negligence or willful misconduct as determined by a
court of competent jurisdiction.

     Section 9.04.  Sharing of Set-offs.  Each Bank agrees that
if it shall, by exercising any right of set-off or counterclaim
or otherwise, receive payment of a proportion of the aggregate
amount of principal and interest then due with respect to the
Loans  held by it which is greater than the proportion received
by any other Bank in respect of the aggregate amount of principal
and interest then due with respect to the Loans  held by such
other Bank, the Bank receiving such proportionately greater
payment shall purchase such participations in the Loans  held by
the other Banks, and such other adjustments shall be made, as may
be required so that all such payments of principal and interest
with respect to the Loans  held by the Banks shall be shared by
the Banks pro rata; provided that nothing in this Section shall
impair the right of any Bank to exercise any right of set-off or
counterclaim it may have and to apply the amount subject to such
exercise to the payment of indebtedness of the Borrower other
than its indebtedness in respect of the Loans.  The Borrower
agrees, to the fullest extent it may effectively do so under
applicable law, that any holder of a participation in a Loan,
whether or not acquired pursuant to the foregoing arrangements,
may exercise rights of set-off or counterclaim and other rights
with respect to such participation as fully as if such holder of
a participation were a direct creditor of the Borrower in the
amount of such participation.

     Section 9.05.  Amendments and Waivers.  Any provision of
this Agreement or the Notes may be amended or waived if, but only
if, such amendment or waiver is in writing and is signed by the
Borrower and the Required Banks (and, if the rights or duties of
the Agent are affected thereby, by the Agent); provided that no
such amendment or waiver shall, unless signed by all the Banks,
(i) increase or decrease the Commitment of any Bank (except for a
ratable decrease in the Commitments of all Banks) or subject any
Bank to any additional obligation, (ii) reduce the principal of
or rate of interest on any Loan or any fees hereunder, (iii)
postpone the date fixed for any payment of principal of or
interest on any Loan or any fees hereunder or for the termination
of any Commitment or (iv) change the percentage of the
Commitments or of the aggregate unpaid principal amount of the
Loans, or the number of Banks, which shall be required for the
Banks or any of them to take any action under this Section or any
other provision of this Agreement.

     Section 9.06.  Successors; Participations and Assignments.
(a)  The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective
successors and assigns, except that the Borrower may not assign
or otherwise transfer any of its rights under this Agreement
without the prior written consent of all Banks.

    (b)  Any Bank may at any time grant to one or more banks or
other institutions (each a "Participant") participating interests
in its Commitment or any or all of its Loans.  If a Bank grants
any such participating interest to a Participant, whether or not
upon notice to the Borrower and the Agent, such Bank shall remain
responsible for the performance of its obligations hereunder, and
the Borrower and the Agent shall continue to deal solely and
directly with such Bank in connection with such Bank's rights and
obligations under this Agreement.  Any agreement pursuant to
which any Bank may grant such a participating interest shall
provide that such Bank shall retain the sole right and
responsibility to enforce the obligations of the Borrower
hereunder including, without limitation, the right to approve any
amendment, modification or waiver of any provision of this
Agreement; provided that such participation agreement may provide
that such Bank will not agree to any modification, amendment or
waiver of this Agreement described in clause (i), (ii) or (iii)
of Section 9.05 without the consent of the Participant.  The
Borrower agrees that each Participant shall, to the extent
provided in its participation agreement, be entitled to the
benefits of Section 2.13 and Article 8 with respect to its
participating interest.  An assignment or other transfer which is
not permitted by subsection (c) or (d) below shall be given
effect for purposes of this Agreement only to the extent of a
participating interest granted in accordance with this
subsection.

     (c)  Any Bank may at any time assign to one or more banks or
other institutions (each an "Assignee") all, or a proportionate
part (equivalent to an initial Commitment of not less than
$10,000,000) of all, of its rights and obligations under this
Agreement and its Note, and such Assignee shall assume such
rights and obligations, pursuant to an Assignment and Assumption
Agreement substantially in the form of Exhibit D hereto signed by
such Assignee and such transferor Bank, with (and subject to) the
subscribed consent of the Borrower (which shall not be
unreasonably withheld) and the Agent; provided that if an
Assignee is an affiliate of such transferor Bank or was a Bank
immediately before such assignment, no such consent shall be
required.  When such instrument has been signed and delivered by
the parties thereto and such Assignee has paid to such transferor
Bank the purchase price agreed between them, such Assignee shall
be a Bank party to this Agreement and shall have all the rights
and obligations of a Bank with a Commitment as set forth in such
instrument of assumption, and the transferor Bank shall be
released from its obligations hereunder to a corresponding
extent, and no further consent or action by any party shall be
required.  Upon the consummation of any assignment pursuant to
this subsection, the transferor Bank, the Agent and the Borrower
shall make appropriate arrangements so that, if required, a new
Note is issued to the Assignee.  In connection with any such
assignment, the transferor Bank shall pay to the Agent an
administrative fee for processing such assignment in the amount
of $2,500.  If the Assignee is not incorporated under the laws of
the United States or a State thereof, it shall deliver to the
Borrower and the Agent certification as to exemption from
deduction or withholding of any United States federal income
taxes in accordance with Section 8.04.

     (d)  Any Bank may at any time assign all or any portion of
its rights under this Agreement and its Note to a Federal Reserve
Bank.  No such assignment shall release the transferor Bank from
its obligations hereunder.

     (e)  No Assignee, Participant or other transferee of any
Bank's rights shall be entitled to receive any greater payment
under Section 8.03 or 8.04 than such Bank would have been
entitled to receive with respect to the rights transferred,
unless such transfer is made with the Borrower's prior written
consent or by reason of the provisions of Section 8.02, 8.03 or
8.04 requiring such Bank to designate a different Applicable
Lending Office under certain circumstances or at a time when the
circumstances giving rise to such greater payment did not exist.

    Section 9.07.  No Reliance on Margin Stock.  Each of the
Banks represents to the Agent and each of the other Banks that it
in good faith is not relying upon any "margin stock" (as defined
in Regulation U) as collateral in the extension or maintenance
of the credit provided for in this Agreement.
    
     Section 9.08.  Governing Law; Submission to Jurisdiction.
This Agreement and each Note shall be governed by and construed
in accordance with the laws of the State of New York.  The
Borrower hereby submits to the nonexclusive jurisdiction of the
United States District Court for the Southern District of New
York and of any New York State court sitting in New York City for
purposes of all legal proceedings arising out of or relating to
this Agreement or the transactions contemplated hereby.  The
Borrower irrevocably waives, to the fullest extent permitted by
law, any objection which it may now or hereafter have to the
laying of the venue of any such proceeding brought in such a
court and any claim that any such proceeding brought in such a
court has been brought in an inconvenient forum.
     
     Section 9.09.  Counterparts; Integration.  This Agreement
may be signed in any number of counterparts, each of which shall
be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.  This Agreement
constitutes the entire agreement and understanding among the
parties hereto and supersedes any and all prior agreements and
understandings, oral or written, relating to the subject matter
hereof.

     Section 9.10.  WAIVER OF JURY TRIAL.  EACH OF THE BORROWER,
THE AGENT AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.




     
     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized
officers as of the day and year first above written.
     
                       ACX TECHNOLOGIES, INC.

                       By /s/ Beth A. Parish
                       -----------------------------
                         Name:   Beth A. Parish
                         Title:  Controller
                         Address: 16000 Table Mountain Parkway
                                  Golden, CO  80401
                         Facsimile:  303-271-7055



                       MORGAN GUARANTY TRUST COMPANY
                         OF NEW YORK

                       By /s/ James E. Condon
                       -----------------------------
                         Name:   James E. Condon
                         Title:  Vice President



                       BANK OF AMERICA NATIONAL TRUST
                        AND SAVINGS ASSOCIATION, as Co-Agent
                        and as Bank

                       By /s/ Kevin C. Leader
                       -----------------------------
                         Name:   Kevin C. Leader
                         Title:  Vice President



                       WACHOVIA BANK, N.A.

                       By /s/ Michael S. Sims
                       ----------------------------
                         Name:   Micheal S. Sims
                         Title:  Vice President



                       ABN-AMRO BANK, N.V.

                       By /s/ John E. Robertson
                       -----------------------------
                         Name:   John E. Robertson
                         Title:  Vice President

                       By /s/ Mary L. Honda
                       -----------------------------
                         Name:   Mary L. Honda
                         Title:  Vice President



                       TORONTO DOMINION (TEXAS), INC.

                       By /s/ Darlene Riedel
                       -----------------------------
                         Name:   Darlene Riedel
                         Title:  Vice President



                       NORWEST BANK COLORADO, NATIONAL
                         ASSOCIATION

                       By /s/ Sandra A. Sauer
                       -----------------------------
                         Name:   Sandra A. Sauer
                         Title:  Vice President



                       MORGAN GUARANTY TRUST COMPANY
                          OF NEW YORK, as Agent

                       By /s/ James E. Condon
                       -----------------------------
                         Name:   James E. Condon
                         Title:  Vice President
                         Address:  60 Wall Street
                                   New York, New York 10260
                                   Attention: Loan Department
                         Facsimile: (212) 648-5018




                       COMMITMENT SCHEDULE



          Bank                                    Commitment
          ----                                   ------------
Morgan Guaranty Trust Company of New York         $87,000,000
Bank of America National Trust and Savings
   Association                                    $85,000,000
Wachovia Bank, N.A.                               $85,000,000
ABN-AMRO Bank, N.V.                               $65,000,000
Toronto Dominion (Texas), Inc.                    $65,000,000
Norwest Bank Colorado, National Association       $30,000,000
                                                 ------------
          Total                                  $417,000,000





                                              EXHIBIT A  - Note


                              Note

                              New York, New York

                              ___________ __, _____

     For value received, ACX Technologies, Inc., a Colorado
corporation (the "Borrower"), promises to pay to the order of
______________________ (the "Bank"), for the account of its
Applicable Lending Office, the unpaid principal amount of each
Loan made by the Bank to the Borrower pursuant to the Credit
Agreement referred to below on the maturity date provided for in
the Credit Agreement.  The Borrower promises to pay interest on
the unpaid principal amount of each such Loan on the dates and at
the rate or rates provided for in the Credit Agreement.  All such
payments of principal and interest shall be made in lawful money
of the United States in Federal or other immediately available
funds at the office of Morgan Guaranty Trust Company of New York,
60 Wall Street, New York, New York.
     
     All Loans made by the Bank, the respective types thereof and
all repayments of the principal thereof shall be recorded by the
Bank and, if the Bank so elects in connection with any transfer
or enforcement hereof, appropriate notations to evidence the
foregoing information with respect to each such Loan then
outstanding may be endorsed by the Bank on the schedule attached
hereto, or on a continuation of such schedule attached to and
made a part hereof; provided that the failure of the Bank to make
any such recordation or endorsement shall not affect the
Borrower's obligations hereunder or under the Credit Agreement.
     
     This note is one of the Notes referred to in the Amended and
Restated Credit Agreement dated as of January 9, 1998 among ACX
Technologies, Inc., the Banks party thereto and Morgan Guaranty
Trust Company of New York, as Agent (as the same may be amended
from time to time, the "Credit Agreement").  Terms defined in the
Credit Agreement are used herein with the same meanings.
Reference is made to the Credit Agreement for provisions for the
prepayment hereof and the acceleration of the maturity hereof.
     
                              ACX TECHNOLOGIES, INC.

                              By
                              --------------------------   
                               Name:
                               Title:




             Loans and Payments of Principal

  Date       Amount       Type      Amount of    Notation
               Of          of       Principal     Made By
              Loan        Loan       Repaid
 ---------  ---------   ---------   ---------   ----------      

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

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

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

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

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

                                                


               EXHIBIT B  - Opinion of Counsel for the Borrower



                           Opinion of
                    Holme Roberts & Owen LLP
                    Counsel for the Borrower


                                  ________________,  _____


To the Banks and the Agent
   Referred to Below
c/o Morgan Guaranty Trust Company
   of New York, as Agent
60 Wall Street
New York, New York  10260

Dear Sirs:

     We have acted as counsel for ACX Technologies, Inc. (the
"Borrower") in connection with the Amended and Restated Credit
Agreement dated as of January 9, 1998 (the "Credit Agreement")
among the Borrower, the Banks party thereto and Morgan Guaranty
Trust Company of New York ("Morgan"), as Agent.  Terms defined in
the Credit Agreement are used herein as therein defined.  This
opinion is being rendered to you at the request of our client
pursuant to Section 3.01(c) of the Credit Agreement.
     
     We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate
records, certificates of public officials and other instruments
and have conducted such other investigations of fact and law as
we have deemed necessary or advisable for purposes of this
opinion.
     
     Upon the basis of the foregoing, we are of the opinion that:
     
     1.  The Borrower is a corporation duly incorporated, validly
existing and in good standing under the laws of Colorado and has
all corporate powers and all material governmental licenses,
authorizations, consents and approvals required to carry on its
business as now conducted.

     2.  The execution, delivery and performance by the Borrower
of the Credit Agreement and the Notes are within the Borrower's
corporate powers, have been duly authorized by all necessary
corporate action, require no action by or in respect of, or
filing with, any governmental body, agency or official and do not
contravene, or constitute a default under, any provision of
applicable law or regulation or of the Borrower's articles of
incorporation or by-laws or of any agreement, judgment,
injunction, order, decree or other instrument binding upon the
Borrower or any Subsidiary or result in the creation or
imposition of any Lien on any asset of the Borrower or any
Subsidiary.
     
     3.  The Credit Agreement constitutes a valid and binding
agreement of the Borrower and each Note issued thereunder today
constitutes a valid and binding obligation of the Borrower, in
each case enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency or similar laws affecting
creditors' rights generally and general principles of equity.
     
     4.  To the best of our knowledge, there is no action, suit
or proceeding pending or threatened against or affecting the
Borrower or any Subsidiary before any court or arbitrator or any
governmental body, agency or official, in which there is a
reasonable possibility of an adverse decision which could
materially adversely affect the business, consolidated financial
position or consolidated results of operations of the Borrower
and its Consolidated Subsidiaries, considered as a whole, or
which in any manner draws into question the validity of the
Credit Agreement or the Notes.
     
     5.  We express no opinion as to the choice of law provision
contained in the Credit Agreement.  Generally, Colorado courts
follow the conflict of laws' principles contained in the
Restatement (Second) Conflicts of Law (1971 [Amended 1988]) (the
"Restatement").  Section 187 of the Restatement provides that the
choice of law of contracting parties should be upheld by a court
so long as there is a reasonable basis for the parties' selection
of the particular law and application of the chosen law would not
contravene a fundamental public policy of a different state's
court.  If, however, a court of competent jurisdiction were to
determine that the Credit Agreement or the Notes should be
governed by and construed in accordance with the internal laws of
the State of Colorado, our opinions expressed above would remain
unchanged.  To our actual knowledge, nothing in the Credit
Agreement has come to our attention as contravening a fundamental
public policy of the State of Colorado relating to choice of law.
We note as a factual matter that (i) Morgan is located in New
York State, (ii) payments by the Borrower under the Credit
Agreement are to be made to Morgan in New York under the terms of
the Credit Agreement and (iii) the delivery of the documentation
to consummate the closing of the financing pursuant to the Credit
Agreement is taking place in New York.
     
     We are qualified to practice in the State of Colorado and do
not purport to be experts on any laws other than the laws of the
United States and the State of Colorado, and this opinion is
rendered only with respect to such laws.  We have made no
independent investigation of the laws of any other jurisdiction.
     
                           Very truly yours,






          EXHIBIT C  - Opinion of Special Counsel for the Agent


                           Opinion of
                      Davis Polk & Wardwell
                  Special Counsel for the Agent


                                ________________,  _____


To the Banks and the Agent
   Referred to Below
c/o Morgan Guaranty Trust Company
   of New York, as Agent
60 Wall Street
New York, New York  10260

Dear Sirs:

     We have participated in the preparation of the Amended and
Restated Credit Agreement dated as of January 9, 1998 (the
"Credit Agreement") among ACX Technologies, Inc., a Colorado
corporation (the "Borrower"), the Banks party thereto and Morgan
Guaranty Trust Company of New York, as Agent, and have acted as
special counsel for the Agent for the purpose of rendering this
opinion pursuant to Section 3.01(d) the Credit Agreement.  Terms
defined in the Credit Agreement are used herein as therein
defined.
     
     We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate
records, certificates of public officials and other instruments
and have conducted such other investigations of fact and law as
we have deemed necessary or advisable for purposes of this
opinion. We have assumed for purposes of this opinion that the
execution, delivery and performance by the Borrower of the Credit
Agreement and the Notes are within the Borrower's corporate
powers and have been duly authorized by all necessary corporate
action. We note that an opinion to such effect is being delivered
to you by Holme Roberts & Owen LLP today.
     
     Upon the basis of the foregoing, we are of the opinion that
the Credit Agreement constitutes a valid and binding agreement of
the Borrower and each Note issued thereunder today constitutes a
valid and binding obligation of the Borrower, in each case
enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency or similar laws affecting creditors'
rights generally and general principles of equity.
     
     We are members of the Bar of the State of New York and the
foregoing opinion is limited to the laws of the State of New York
and the federal laws of the United States.  In giving the
foregoing opinion, we express no opinion as to the effect (if
any) of any law of any jurisdiction (except the State of New
York) in which any Bank is located which limits the rate of
interest that such Bank may charge or collect.
     
     This opinion is rendered solely to you in connection with
the above matter.  This opinion may not be relied upon by you for
any other purpose or relied upon by any other Person without our
prior written consent.
     
                           Very truly yours,





            EXHIBIT D  - Assignment and Assumption Agreement


               Assignment and Assumption Agreement


     AGREEMENT dated as of _________, 19__ among <NAME OF
ASSIGNOR> (the "Assignor") and [NAME OF ASSIGNEE] (the
"Assignee").
     
     WHEREAS, this Assignment and Assumption Agreement (the
"Agreement") relates to the Amended and Restated Credit Agreement
dated as of January 9, 1998 among the Borrower, the Assignor and
the other Banks party thereto and Morgan Guaranty Trust Company
of New York, as Agent (the "Agent") (as amended from time to
time, the "Credit Agreement");
     
     WHEREAS, as provided under the Credit Agreement, the
Assignor has a Commitment to make Loans to the Borrower in an
aggregate principal amount at any time outstanding not to exceed
$____________;
     
     WHEREAS, Loans made to the Borrower by the Assignor under
the Credit Agreement in the aggregate principal amount of
$__________ are outstanding at the date hereof; and
     
     WHEREAS, the Assignor proposes to assign to the Assignee all
of the rights of the Assignor under the Credit Agreement in
respect of a portion of its Commitment thereunder in an amount
equal to $__________ (the "Assigned Amount"), together with a
corresponding portion of each of its outstanding Loans, and the
Assignee proposes to accept such assignment and assume the
corresponding obligations of the Assignor under the Credit
Agreement;
     
     NOW, THEREFORE, in consideration of the foregoing and the
mutual agreements contained herein, the parties hereto agree as
follows:
     
     SECTION 1.  Definitions.  All capitalized terms not
otherwise defined herein have the respective meanings set forth
in the Credit Agreement.
     
     SECTION 2.  Assignment.  The Assignor hereby assigns and
sells to the Assignee all of the rights of the Assignor under the
Credit Agreement to the extent of the Assigned Amount and a
corresponding portion of each of its outstanding Loans, and the
Assignee hereby accepts such assignment from the Assignor and
assumes all of the obligations of the Assignor under the Credit
Agreement to the extent of the Assigned Amount.  Upon the
execution and delivery hereof by the Assignor and the Assignee
[and the execution of the consent attached hereto by the Borrower
and the Agent]1 and the payment of the amounts specified in
Section 3 hereof required to be paid on the date hereof
(i) the Assignee shall, as of the date hereof, succeed to
the rights and be obligated to perform the obligations of a Bank
under the Credit Agreement with a Commitment in an amount equal
to the Assigned Amount and acquire the rights of the Assignor
with respect to a corresponding portion of each of its
outstanding Loans and (ii) the Commitment of the Assignor shall,
as of the date hereof, be reduced by the Assigned Amount, and the
Assignor shall be released from its obligations under the Credit
Agreement to the extent such obligations have been assumed by the
Assignee.  The assignment provided for herein shall be without
recourse to the Assignor.
     
     SECTION 3.  Payments.  As consideration for the assignment
and sale contemplated in Section 2 hereof, the Assignee shall pay
to the Assignor on the date hereof in Federal funds the amount
heretofore agreed between them.2  Commitment fees accrued before
the date hereof are for the account of the Assignor and such fees
accruing on and after the date hereof with respect to the
Assigned Amount are for the account of the Assignee.  Each of the
Assignor and the Assignee agrees that if it receives any amount
under the Credit Agreement which is for the account of the other
party hereto, it shall receive the same for the account of such
other party to the extent of such other party's interest therein
and promptly pay the same to such other party.
     
     [SECTION 4.  Consent of the Borrower and the Agent.  This
Agreement is conditioned upon the consent of the Borrower and the
Agent pursuant to Section 9.06 of the Credit Agreement.]3
     
     SECTION 5.  Non-Reliance on Assignor.  The Assignor makes no
representation or warranty in connection with, and shall have no
responsibility with respect to, the solvency, financial condition
or statements of the Borrower, or the validity and enforceability
of the Borrower's obligations under the Credit Agreement or any
Note.  The Assignee acknowledges that it has, independently and
without reliance on the Assignor, and based on such documents and
information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement and will
continue to be responsible for making its own independent
appraisal of the business, affairs and financial condition of the
Borrower.
     
     SECTION 6.  Governing Law.  This Agreement shall be governed
by and construed in accordance with the laws of the State of New
York.
     
     SECTION 7.  Counterparts.  This Agreement may be signed in
any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were
upon the same instrument.
     
     IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed and delivered by their duly authorized
officers as of the date first above written.
     
                           <NAME OF ASSIGNOR>


                           By
                           ------------------------------
                             Name:
                             Title:

                           <NAME OF ASSIGNEE>


                           By
                           ------------------------------
                             Name:
                             Title:


[The undersigned consent to the foregoing assignment.


                           ACX TECHNOLOGIES, INC.


                           By
                           -----------------------------
                             Name:
                             Title:


                           MORGAN GUARANTY TRUST COMPANY
                             OF NEW YORK, as Agent


                           By
                           -----------------------------
                             Name:
                              Title:]4





_______________________________
   1 Delete if consent is not required pursuant to Section 9.06(c)
     of the Credit Agreement.

   2 Amount should combine principal together with accrued interest
     and breakage compensation, if any, to be paid by the Assignee,
     net of any portion of any upfront fee to be paid by the
     Assignor to the Assignee.  It may be preferable in an appro-
     priate case to specify these amounts generically or by
     formula rather than as a fixed sum.

   3 Delete if consent is not required. 

   4 Delete if consent is not required.