<PAGE>

              MASTER NOTE PURCHASE AND REPURCHASE AGREEMENT

This Master Note Purchase and Repurchase Agreement (this "Agreement") is 
executed as of August 31, 1997 by Emerson Musical Instruments, Inc. with an 
address of 28135 West Hively, Elkhart, IN  46517 ("Emerson") and Textron 
Financial Corporation with an address of 6120 Earle Brown Drive, Brooklyn 
Center, MN 55430 ("TFC").

                                   RECITALS

A.   Emerson manufactures and distributes musical instruments ("Emerson
Products") and extends credit to selected retail dealers of Emerson Products
("Dealers"), facilitating the acquisition of Emerson Products by such Dealers
(the "Floor Plan");

B.   In order to secure the Floor Plan, among other security, Emerson
establishes a first priority security interest in the Emerson Products financed
pursuant to the Floor Plan;

C.   Emerson, from time to time, pursuant to powers of attorney granted to
Emerson by Dealers, executes promissory notes on behalf of Dealers evidencing
all or a portion of the outstanding indebtedness under the Floor Plan (the
"Notes");

D.   Emerson and TFC intend that TFC will, from time to time, in an amount not
to exceed an aggregate of $1 Million at any time outstanding and with full
recourse to Emerson, purchase the Notes and take an assignment of all security
for, and all other rights of Emerson associated with, such Notes and the
indebtedness evidenced thereby; and

E.   Emerson shall be obligated to repurchase the Notes under the circumstances
set forth in this agreement.

                                   AGREEMENT

In reliance upon the various representations, warranties and covenants set
forth in this Agreement, Emerson and TFC agree as follows:

                         ARTICLE I - PURCHASE OF NOTES

1.1  PURCHASE OF NOTES.  Provided that Emerson is in compliance with, and is
not in breach of, any of its warranties, covenants or other obligations set
forth in this Agreement (and will not be in breach of, or in non-compliance
with, such obligations following the purchase hereinafter described), TFC will
purchase Eligible Notes (as hereinafter defined) from Emerson in an aggregate
amount at any time outstanding not to exceed $1 Million.  The purchase price
for each Eligible Note shall be equal to the outstanding principal balance of
such Eligible Note at the time of purchase (the "Purchase Price").

1.2  ELIGIBLE NOTES.  An "Eligible Note" is a Note which:

          ( a )     is not in default;

          ( b )     conforms to the documentation requirements set forth in
                    Section 1.4;

          ( c )     is for a term not to exceed twenty-four (24) months;

          ( d )     provides for full straight line amortization of the
                    principal balance thereof (or some
                    other amortization of principal acceptable to TFC); and
          
          ( e )     is from a Dealer with which TFC has not had a prior
                    unsatisfactory relationship.


<PAGE>

                                       2


In order for TFC to make a determination as to the eligibility of a Note, 
Emerson shall submit a list of Dealers to TFC and update such list on a 
regular basis.  In addition, if TFC's purchase of a Note would result in the 
aggregate amount of outstanding principal under all Notes purchased by TFC 
with respect to the  subject Dealer exceeding $150,000.00, such Note shall 
not be an "Eligible Note" unless TFC determines that the creditworthiness of 
such Dealer is acceptable.

1.3  MINIMUM YIELD ON PURCHASED NOTES.  To the extent that any Eligible Note 
purchased by TFC (a "Purchased Note") accrues interest in any month at a rate 
(the "Note Rate") less than the Minimum Acceptable Interest Rate (as 
hereinafter defined), Emerson agrees to pay to TFC, on or before the 
twentieth (20th) day of the following month, the difference between the 
amount of interest accrued during such month at the Note Rate and the amount 
of interest which would have accrued during such month at the Minimum 
Acceptable Interest Rate.  The Minimum Acceptable Interest Rate shall be a 
variable rate per annum, adjusted monthly, equal to Prime plus three and 
one-quarter percent (3.25%). Prime for any month shall be the greater of: 
(a) the prime commercial rate of interest per annum published by the index bank
referenced in the Purchased Notes on the last day of the preceding month, or 
(b) Seven percent (7.0%) per annum. Unless otherwise specified in the 
Purchased Notes, all interest calculations under the Purchased Notes shall be 
done using a year of 360 days and the actual number of days elapsed in the 
computation period.

1.4  REQUEST FOR PURCHASE OF A NOTE.  Emerson may, from time to time, request
that TFC purchase Notes.  Emerson shall not sell any Note to any other party
unless Emerson has first requested that TFC purchase such Note.  Any such
request shall be made by submitting, for each Note, a completed Request for
Purchase of a Note in the form attached hereto as EXHIBIT 1.4(a); and the sole
original of such Note in the form attached hereto as EXHIBIT 1.4(b)
("Original Note").  In addition, TFC shall have the right to receive copies of
the bookkeeping counterpart of all invoices identifying the indebtedness
evidenced by such Original  Note (the "Invoices") and upon such request made by
TFC, Emerson shall deliver the Invoices within seven (7) business days.  Such
Original Note shall have been executed on behalf of the Dealer obligated
thereon by an authorized officer of Emerson Musical Instruments, Inc., pursuant
to a valid power of attorney, and shall be endorsed to TFC by Emerson as shown
in EXHIBIT 1.4(b).  The Invoices and supporting material shall collectively
identify the Emerson Products being sold pursuant thereto by model and serial
number, except for various accessory Emerson Products which do not bear serial
numbers and which will not, in the aggregate, constitute more than five percent
(5.0%) of the value of the Emerson Products identified on the Invoices.
Provided that the Original Note is an Eligible Note, TFC shall pay the
Purchase Price for such Note to Emerson, or Emerson's designee, in immediately
available funds, by wire transfer, within ten (10) calendar days following
TFC's receipt of the foregoing documents in acceptable form.  If TFC determines
that any Note submitted for purchase is not an Eligible Note, TFC shall return
all documents associated with such submission to Emerson within five days (5)
following TFC's receipt of the foregoing documents.

1.5  ASSIGNMENT OF SECURITY AND OTHER RIGHTS.  In connection with each 
Purchased Note,  Emerson assigns to TFC all of Emerson's rights to payment of 
the indebtedness evidenced by such Purchased Note, all of Emerson's rights 
associated with Emerson Products identified on the Invoices, an undivided 
joint interest in all other security or such indebtedness in which Emerson 
has an interest, and an undivided joint interest rights of Emerson associated 
with such indebtedness.  The rights of Emerson described in the foregoing 
sentence include, but are not limited to, Emerson's rights under the Security 
Agreement and Power of Attorney entered  into by Emerson with the applicable 
Dealer, any Guaranty and Waiver By Individual(s) or similar instrument(s) 
executed in connection therewith, and Emerson's interest under policies of 
insurance covering Emerson Products owned by the applicable Dealer. The 
collection of writings evidencing the rights described in this Section, 
including the Purchased Notes, are hereinafter referred to as the "Chattel 
Paper."

<PAGE>

                                       3


1.6  PERFECTION AND PROTECTION OF TFC'S INTEREST IN PURCHASED CHATTEL PAPER.
TFC shall perfect its interest in all purchased Chattel Paper by filing an
appropriate UCC-1 Financing Statement identifying the Chattel Paper to be
purchased.  In addition, all original instruments executed between Emerson and
the Dealers associated with purchased Chattel Paper, pursuant to which such
Dealers have granted a security interest in Emerson Products to Emerson, shall
be conspicuously stamped with the legend set forth at EXHIBIT 1.6 hereto.

1.7  ALTERATION OF CHATTEL PAPER AND WAIVER OF RIGHTS.  For so long as there 
are outstanding amounts  owing to TFC under a Purchased Note or Purchased 
Notes, Emerson agrees not to amend, supplement or otherwise alter, or waive 
any rights under, any of the purchased Chattel Paper associated therewith 
without TFC's prior consent.  TFC agrees not to amend, supplement or 
otherwise alter, or waive  any rights under, any purchase Chattel Paper 
without Emerson's prior consent, except for purchased Chattel Paper 
associated with a Purchased Note or Purchased Notes for which Emerson has 
failed to honor its repurchase obligations under this Agreement.

                       ARTICLE II - REPURCHASE OF NOTES

2.1  REPURCHASE OF NOTES.  Emerson shall be obligated, if requested by TFC, 
to repurchase all or a portion of the Purchased Notes under the following 
circumstances:

(a)  Emerson shall be obligated, if requested by TFC, to repurchase all of 
the Purchased Notes relating to a particular Dealer if any of the following 
occur: (i) such Dealer defaults in the payment of principal and/or interest 
under the applicable Purchased Note(s) and such obligation(s) is past due 
more than ninety (90) days; (ii) such Dealer is otherwise in default under 
the terms of the applicable Purchased Note(s); or (iii) Emerson breaches the 
terms of any warranty contained in Sections 3.4 and 3.5 of this Agreement as 
such warranty relates to such Dealer or the applicable Purchased Notes; and

(b)  Emerson shall be obligated, if requested by TFC, to repurchase ALL
Purchased Notes if Emerson: (i) breaches any provision of this Agreement, other
than the warranties set forth in Section 3.4 and  3.5 of this agreement; 
(ii) is in default under the terms and conditions of any loan, lease, or similar
agreement pursuant to which Emerson's aggregate obligations are $1 Million or
more and all applicable grace periods for the cure of such default have
expired; or (iii) is the subject of a bankruptcy, receivership or similar
proceeding which, if involuntary, is not dismissed within thirty (30) days
following its commencement.

In the event that Emerson is obligated to repurchase a Purchased Note because
of a circumstance set forth in the foregoing Subparagraph (a), Clause (i) or
Clause (ii), Emerson shall have the right to cause such Dealer to cure such
default (in its entirety) within thirty (30) days following receipt of notice
from TFC of the  occurrence of such circumstance.  In the event that Emerson is
obligated to repurchase some or all of the Purchased Notes because of a
circumstance set forth in the foregoing Subparagraph (a), Clause (iii), or
Subparagraph (b), Clause (i) (expect for Emerson's breach of the warranties
and/or obligations set forth in Sections 1.3, 2.2, 4.1, 4.2(b) and 4.4(b) of
this Agreement), Emerson shall have the right to cure such breach within thirty
(30) days following receipt of notice from TFC of the occurrence of such
breach.

2.2  REPURCHASE PRICE.  The Repurchase Price for a Purchased Note shall be
equal to all principal, accrued interest and other charges owing to
TFC pursuant to such Purchased Note, and owing to TFC by Emerson pursuant to
Section 1.3, as of the date that Emerson pays the Repurchase Price to TFC.
Emerson shall pay the Repurchase Price for a Purchased Note to TFC within
fifteen (15) days following receipt of notice from TFC that Emerson is required
to repurchase such Purchased Note.

<PAGE>

                                       4


2.3  REASSIGNMENT OF RIGHTS.  In connection with Emerson's repurchase of a
Purchased Note, TFC shall reassign to Emerson all of TFC's rights in the
Chattel Paper associated therewith previously assigned to TFC by Emerson.  TFC
warrants that such assignment of rights shall be free and clear of the interest
of any party claiming such interest through TFC.  TFC shall endorse the
applicable Original Note to Emerson, without recourse, and shall return such
Original Note to Emerson together with the Invoices related thereto.

                      ARTICLE III - WARRANTIES OF EMERSON

     Emerson continuously warrants to TFC as follows:

3.1  ORGANIZATION.  Emerson is a corporation duly organized, validity existing
and in good standing under the laws of the State of Delaware and has all
requisite power and authority to own, operate and lease its  properties and to
carry on its business as presently being conducted.  Emerson is duly qualified
to do business and is in good standing in each jurisdiction in which the
property owned, leased or operated by Emerson, or the nature of the business
conducted by Emerson, makes such qualification necessary, except where the
failure to be so qualified would not have an adverse effect on the financial
condition or business prospects of Emerson (an "Adverse Effect").

3.2  AUTHORIZATION.  Emerson has the power and authority to execute and deliver
this Agreement and to consummate the transactions contemplated hereby.  Emerson
has duly approved and authorized the  execution  and delivery of this
Agreement, and no other proceedings on the part of Emerson are necessary in
connection therewith.  This Agreement constitutes a valid and binding
obligation of Emerson, enforceable against Emerson in accordance with its
terms.

3.3  AUTHORITY.  The compliance by Emerson with the provisions hereof will not:
( a ) violate any provision of the charter documents or by-laws of Emerson; 
( b ) violate any provision of, constitute a default under (or an event
which, with notice or lapse of time or both, would constitute a default under),
or result in the creation of any lien, security interest, charge or encumbrance
upon any of the properties of Emerson, pursuant to the terms of any agreement,
instrument or other obligation to which Emerson is party or by which any of
Emerson's properties are bound; ( c ) violate any order, rule or regulation of
any court or governmental authority; or ( d ) require the consent of, or notice
to, any governmental or regulatory authority.

3.4  PURCHASED CHATTEL PAPER.  All of the documents associated with purchased
Chattel Paper contained in Emerson's credit or documentation files are, in all
material respects, what they purport to be and, as appropriate, are valid and
binding obligations of the Dealer associated therewith, enforceable against
such Dealer in accordance with their terms, except: (a) as enforcement may be
limited by bankruptcy or other similar laws affecting the enforcement of
creditors' rights generally; and (b) that the remedy of specific performance
and other forms of equitable relief are subject to judicial discretion.
Emerson has good and  marketable title to the purchased Chattel Paper and to
the indebtedness evidenced thereby, free and clear of all defenses, set-offs,
counterclaims, liens and encumbrances of every kind and nature.  Each Purchased
Note constitutes a bona fide loan by Emerson to the applicable Dealer, in an
amount equal to the Purchase Price for such Eligible Note.  Emerson has not
accepted interest, or any other similar amounts, from any Dealer obligated on
any Purchased Note in advance of any due date occurring after the date that
Emerson completes a Request for Purchase of a Note with respect thereto.

3.5  PRIORITY OF LIENS AND INSURANCE.  Emerson has a perfected security
interest in all Emerson Products owned by each Dealer associated with a
Purchased Note.  Emerson has a first priority security interest in each of the
Emerson Products which is identified on the Invoices.   Each Dealer associated 
with a Purchased Note

<PAGE>

                                       5


has obtained property insurance covering its inventory of Emerson Products for
their full replacement value and naming Emerson as Loss Payee.

3.6  REPORTS AND INFORMATION.  All reports and information delivered or
conveyed by Emerson to TFC pertaining to the Purchased Notes are accurate and
complete in all material respects.

3.7  LITIGATION.  There are no proceedings before any court or governmental
authority (each a "Proceeding") pending or, to the best of Emerson's knowledge,
threatened against Emerson which, if adversely determined, would have an
Adverse Effect.  Emerson is not subject to any judgment or other order entered
in any law suit or proceeding which would have an Adverse Effect.

3.8  COMPLIANCE WITH LAWS.  The Purchased Notes have been entered into by
Emerson in accordance with all applicable laws and other requirements of
governmental authorities (including, but not limited to, usury, equal credit
opportunity and similar laws or regulations), except where the failure to
comply with such laws, regulations or other requirements would not have an
Adverse Effect.

          ARTICLE IV - AFFIRMATIVE AND NEGATIVE COVENANTS OF EMERSON

Emerson covenants and agrees with TFC as follows:

4.1  BOOKS AND RECORDS.  Emerson shall: (a) keep accurate and complete 
records pertaining to the purchased Chattel Paper, and (b) permit TFC, upon 
reasonable notice and at reasonable times, to audit the credit and 
documentation files of a Dealer associated with purchased Chattel Paper, or 
an Eligible Note which Emerson has requested that TFC purchase.

4.2  ADDITIONAL DOCUMENTATION.   Emerson shall execute and deliver to TFC all 
additional documents which TFC may, from time to time, determine are 
necessary or appropriate to evidence or perfect TFC's interest in the 
purchased Chattel Paper.

4.3  EXISTENCE, NAME AND PRINCIPAL PLACE OF BUSINESS.  Emerson shall: (a)
maintain its existence in good standing, and (b) deliver to TFC written notice,
at least sixty (60) days in advance, of any proposed change in Emerson's name
or the location of Emerson's principal place of business.

4.4  BREACH OR DEFAULT.  Emerson shall notify TFC as soon as reasonably
possible upon the occurrence of  any circumstance which puts Emerson in breach
of any of Emerson's covenants, warranties or agreements contained in this
Agreement.

                           ARTICLE V - MISCELLANEOUS
                                       
5.1  TERM OF AGREEMENT.  This Agreement shall be in effect for a period of
three (3) years from the date hereof.  TFC may terminate this Agreement if
Emerson is, at any time, obligated to repurchase all Purchased Notes.  Any
termination or expiration of this Agreement shall not affect the obligations of
Emerson and TFC under this Agreement with respect to Chattel Paper purchased by
TFC from Emerson.

5.2  POWER OF ATTORNEY.  Emerson irrevocably appoints TFC, and any person
designated by TFC, for so long as any obligation remains outstanding under any
Purchased Note, as Emerson's true and lawful attorney-in-fact to: (a) endorse,
in TFC's or Emerson's name, any draft or other order for the payment of money
payable to Emerson and related to the purchased Chattel Paper, and (b) execute,
in TFC's or Emerson's name, all other instruments and documents necessary or
appropriate to enable TFC to enforce TFC's rights in the purchased Chattel
Paper against any associated Dealer.

<PAGE>

                                       6


5.3  INTEGRATION, MODIFICATION AND COURSE OF DEALING.  This Agreement
constitutes the entire agreement of Emerson and TFC relative to the subject
matter hereof.  No modification of, or supplement to, this Agreement shall
bind Emerson or TFC unless in writing and signed by an authorized officer of
Emerson or TFC, as  appropriate.  No course of dealing and no delay or failure
of Emerson or TFC to exercise any right, power or privilege under this
Agreement will affect any other or future exercise of such right, power or
privilege.

5.4  ASSIGNMENT AND DELEGATION.  Emerson shall have the right, from time to 
time, to sell, assign or otherwise transfer its entire interest in this 
Agreement to any entity which it controls, is controlled by, or is under 
common control with Emerson.  Emerson may not assign or transfer any of its 
rights or delegate any of its obligations under this Agreement under any 
other circumstances.  TFC shall have the right, from time to time, to sell, 
assign or otherwise transfer its interest in this Agreement and the purchased 
Chattel Paper, either in whole or in part, to any entity which controls, is 
controlled by, or is under common control with TFC.

5.5  NOTICES.  All notices, requests, demands and other communications made
pursuant to this Agreement (the "Notices") shall be in writing and shall
be sent by certified mail, return receipt requested.  All of the Notices shall
be sent to TFC (Attention:  Vice President - Operations) or Emerson (Attention:
Vice President of Finance) at the address for such party set forth at the end
of this Agreement or to such other address as such party shall designate from
time to time.

5.6  BINDING EFFECT AND GOVERNING LAW.  This Agreement shall not be deemed to
create any right in any party except as provided herein and shall inure to the
benefit of, and by binding upon, the successors and assigns of Emerson and TFC.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF RHODE ISLAND, WITHOUT REFERENCE TO APPLICABLE CONFLICT ON LAW
PRINCIPLES.

The undersigned, pursuant to due corporate and/or partnership authority, have
caused this Agreement to be executed as of the date set forth above.

                                   TFC:

                                   TEXTRON FINANCIAL CORPORATION


                                   By:          s/Gary R. Kamrath
                                               --------------------------------
                                   Print Name:   Gary R. Kamrath
                                               --------------------------------
                                   Print Title:  Vice President
                                               --------------------------------
                                   Address:      6120 Earle Brown Drive
                                                 Brooklyn Center, MN  55430

                                   EMERSON:

                                   EMERSON MUSICAL INSTRUMENTS, INC.


                                   By:           s/M.R. Vickrey
                                               --------------------------------
                                   Print Name:   M.R. Vickrey
                                               --------------------------------
                                   Print Title:  Treasurer
                                               --------------------------------
                                   Address:      28135 West Hively
                                                 Elkhart, IN  46517

<PAGE>

                                                                    EXHIBIT 1.6



Emerson Musical Instruments, Inc. has assigned a portion of its rights under
this agreement to Textron Financial Corporation ("TFC") in connection with
TFC's purchase of certain indebtedness secured hereby.


<PAGE>

                                  TFC TEXTRON
                               THE FIRST CHOICE

                             CONTINUING GUARANTEE

                                        Re: EMERSON MUSICAL INSTRUMENTS, INC.
                                            ("DEBTOR")

GUARANTEE (this "Guarantee") dated as of August 31, 1997, executed by the
undersigned ("Guarantor") in favor of Textron Financial Corporation ("TFC").

Guarantor, in order to induce TFC to enter into the Master Note and 
Repurchase Agreement with Debtor dated August 31, 1997 and to extend credit 
to Debtor's dealers from time to time, and for other valuable consideration, 
the receipt of which is hereby acknowledged, does hereby unconditionally and 
irrevocably, except as hereinafter provided, guarantee to TFC, without offset 
or deduction, the prompt payment and performance when due, whether by 
acceleration or otherwise, of all indebtedness, obligations and liabilities, 
direct or indirect, matured or unmatured, primary or secondary, certain or 
contingent, whether now in existence or hereafter created, of Debtor owing to 
TFC (the payments, duties, agreements, covenants and obligations of Debtor 
hereby guaranteed are hereinafter referred to, individually, as an 
"Obligation" and, collectively, as the "Obligations").  This Guarantee is a 
guarantee of payment, not of collection, and of the punctual and faithful 
performance by Debtor of each and every Obligation.

In the event debtor does not or is unable to pay or perform any Obligation, for
any reason, or an event of default has occurred under any Obligation
(including, without limitation, the liquidation, bankruptcy, assignment for the
benefit of creditors, or other similar proceedings affecting the status,
existence, assets or obligations of Debtor), Guarantor hereby agrees that it
will pay directly to TFC, as a primary obligor, the sums which Debtor is
obligated to pay to TFC, whether by acceleration or otherwise, and provide
for and bring about promptly when due such payment and the performance of such
Obligations.  Guarantor acknowledges that it is fully aware of, and consents
to the terms and conditions of, the Obligations that are in existence as of the
date hereof.

This Guarantee is a continuing guarantee and shall continue to apply without
regard to the form or the amount of the Obligations.  In the event that the
Obligations are at any time paid and performed in full and TFC does not
have any outstanding loan or lease commitment to Debtor of any kind whatsoever,
Guarantor may revoke this Guarantee by written notice to TFC; provided,
however, that such revocation shall not be effective with respect to any
Obligation arising or incurred by Debtor prior to TFC's receipt of such notice.

The liability of Guarantor under this Guarantee shall be absolute and
unconditional and shall not be released or discharged for any reason
whatsoever, including, without limitation, the following: (i) the waiver by TFC
of the performance or observance by Debtor of any Obligation or any default
thereunder, (ii) the extension of time for payment by Debtor of any sums or any
part thereof owing or payable to TFC, the extension, amendment or renewal of
any agreement creating an Obligation or the substitution for such agreement of
new contracts containing different terms, (iii) any failure, omission, or
delay of TFC to enforce, assert or exercise any right power or remedy conferred
on TFC, or any action on the part of TFC granting extension or indulgence in
any provided, however, that unless and until all Obligations shall have been
performed, Guarantor shall not claim or enforce any right of subrogation,
reimbursement or indemnity against Debtor, or any other right or remedy against
Debtor which might otherwise arise on account of any loan or payment made by
Guarantor or act or thing done by guarantor on account of or in accordance with
this Guarantee or otherwise.  This Guarantee shall not be deemed to create any
right in any party except as provided herein nor be construed in any respect
to be a contract in whole or in part for the  benefit of any other party except
the successors and assigns of TFC.  This Guarantee shall inure to the benefit
of and be binding upon the successors and assigns of Guarantor and TFC.
Guarantor agrees that TFC may, without the consent of, or notice to,
Guarantor, assign its rights hereunder to any other person or entity to which
any Obligations are transferred, assigned or negotiated.  Guarantor shall be
liable for all reasonable attorneys' fees and other fees, costs and expenses of
TFC incurred in connection with the enforcement by TFC of its rights hereunder.


                                  Page 1 of 2
<PAGE>

                                  TFC TEXTRON
                               THE FIRST CHOICE

                      (ASSISTANT) SECRETARY'S CERTIFICATE

The undersigned,          Dennis M. Hanson                                   ,
                ------------------------------------------------------------
Secretary of EMERSON MUSICAL INSTRUMENTS, INC. (the "Company"), in order to
induce Textron Financial Corporation ("TFC") and/or Textron Capital Corporation
("TCC") to enter into the Agreement(s) (as hereinafter defined), certifies to
TFC and TCC that:

1.  The Company is duly organized, validly existing and in good standing 
under the laws of the State or Commonwealth of DELAWARE; the Company has full 
corporate power and authority to execute, enter into and deliver the 
MASTER NOTE AND REPURCHASE AGREEMENT dated AUGUST 31, 1997, between the 
Company and TFC and/or TCC (the "Agreement(s)"); and all corporate action 
necessary to authorize the execution, delivery and performance of the 
Agreement(s) has been taken and such action has not been modified or 
rescinded in any respect.

2.    Each of the following persons is a duly elected (or appointed), qualified
and acting officer of the Company, having full power and authority to act alone
on behalf of the Company with respect to the Agreement(s), including any future
modification(s) thereof, and to execute and deliver such other instruments and
agreements in connection therewith as he or she may deem necessary or proper;
and the signature appearing opposite his or her name below is his or her
genuine signature:

     NAME                       OFFICE            SIGNATURE

Michael R. Vickrey            Treasurer           s/Michael R. Vickrey
--------------------     --------------------    ---------------------------

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

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


IN WITNESS WHEREOF, the undersigned has hereunto signed his or her name and
imprinted the seal of the Company as of the date set forth below.

                                   s/Dennis M. Hanson
                                   ------------------------------
                                   Secretary

September 2, 1997                              [SEAL]
----------------

1044P (Gen.)
(Asst.) Secretary's Certificate