FORM 10-Q
                                                        
                             SECURITIES AND EXCHANGE COMMISSION
                                                    
                                     WASHINGTON, D.C.  20549
                                                        
                       Quarterly Report Pursuant to Section 13 or 15(d) of
                               the Securities Exchange Act of 1934



                          For the quarterly period ended June 30, 1996

                                 Commission file number 1-10716


                                       TRIMAS CORPORATION                       
                   (Exact name of registrant as specified in its charter)
                                                        
                                                        
                                                        
                        Delaware                                  38-2687639    
               (State or other jurisdiction of               (I.R.S. Employer
               incorporation or organization)               Identification No.)
                                                        
                                                        
                                                        
                 315 East Eisenhower Parkway, Ann Arbor, Michigan    48108     
                 (Address of principal executive offices)           (Zip Code)
                                                        
                                                        
                                                        
                                        (313) 747-7025                          
                                      (Telephone number)


Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.

                                     Yes   X     No      


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.


                                         Shares Outstanding at            
    Class                                     July 31, 1996    

Common Stock, $.01 Par Value                      36,670,013













                                               TRIMAS CORPORATION

                                                      INDEX


                                                                      Page No.


Part I.       Financial Information

              Item 1.       Financial Statements

                            Consolidated Condensed Balance Sheets -
                                 June 30, 1996 and December 31, 1995       1

                            Consolidated Condensed Statements of
                                 Income for the Three Months and Six 
                                 Months Ended June 30, 1996 and 1995       2

                            Consolidated Condensed Statements of
                                 Cash Flows for the Six Months
                                 Ended June 30, 1996 and 1995              3

                            Notes to Consolidated Condensed
                                 Financial Statements                      4

              Item 2.       Management's Discussion and Analysis
                                 of Financial Condition and Results
                                 of Operations                             5


Part II.      Other Information and Signature                              9























                                         PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements
                                       TRIMAS CORPORATION AND SUBSIDIARIES
                                      CONSOLIDATED CONDENSED BALANCE SHEETS


                                                  June 30,         December 31, 
                                                    1996               1995     
                                                (Unaudited)        
Assets
Current assets:
       Cash and cash equivalents               $108,570,000       $ 92,390,000 
       Receivables                               92,110,000         71,200,000 
       Inventories                               86,410,000         85,490,000 
       Other current assets                       2,350,000          2,510,000 

               Total current assets             289,440,000        251,590,000 

Property and equipment                          176,020,000        173,700,000 
Excess of cost over net assets
  of acquired companies                         142,730,000        144,860,000 
Other assets                                     44,960,000         46,210,000 

                Total assets                   $653,150,000       $616,360,000 

Liabilities and Shareholders' Equity
Current liabilities:
       Accounts payable                        $ 27,800,000       $ 24,390,000 
       Other current liabilities                 33,590,000         29,740,000 

                Total current liabilities        61,390,000         54,130,000 

Deferred income taxes and other                  37,950,000         36,360,000 
Long-term debt                                  187,040,000        187,200,000 

                Total liabilities               286,380,000        277,690,000 

Shareholders' equity:
Common stock, $.01 par value, authorized
  100 million shares, outstanding 36.6 
  million shares                                    370,000            370,000 
Paid-in capital                                 154,920,000        155,430,000 
Retained earnings                               213,310,000        185,370,000 
Cumulative translation adjustments               (1,830,000)        (2,500,000)

                Total shareholders' equity      366,770,000        338,670,000 

                Total liabilities and 
                  shareholders' equity         $653,150,000       $616,360,000 


                             The accompanying notes are an integral part of the
                                      consolidated financial statements.



                                                        1


                                       TRIMAS CORPORATION AND SUBSIDIARIES
                                   CONSOLIDATED CONDENSED STATEMENTS OF INCOME
                                                   (UNAUDITED)


Six Months Ended Three Months Ended June 30, June 30, 1996 1995 1996 1995 Net sales $307,900,000 $299,520,000 $160,200,000 $151,920,000 Cost of sales (206,980,000) (201,390,000) (106,740,000) (101,390,000) Selling, general and administrative expenses (45,860,000) (44,230,000) (22,870,000) (21,100,000) Operating profit 55,060,000 53,900,000 30,590,000 29,430,000 Interest expense (5,520,000) (7,440,000) (2,830,000) (3,700,000) Other, net (principally interest income) 2,840,000 3,130,000 1,450,000 1,650,000 (2,680,000) (4,310,000) (1,380,000) (2,050,000) Income before income taxes 52,380,000 49,590,000 29,210,000 27,380,000 Income taxes 20,430,000 19,590,000 11,390,000 10,820,000 Net income $ 31,950,000 $ 30,000,000 $ 17,820,000 $ 16,560,000 Earnings per common share: Primary $.86 $.81 $.48 $.45 Fully diluted $.80 $.76 $.45 $.42 Dividends declared per common share $.11 $.09 $.06 $.05 Weighted average number of common and common equivalent shares outstanding: Primary 36,968,000 36,994,000 36,983,000 37,001,000 Fully diluted 42,065,000 42,088,000 42,065,000 42,088,000
The accompanying notes are an integral part of the consolidated condensed financial statements. 2 TRIMAS CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended June 30, 1996 1995 CASH FROM (USED FOR): OPERATIONS: Net income $ 31,950,000 $ 30,000,000 Adjustments to reconcile net income to net cash from operations: Depreciation and amortization 11,510,000 10,850,000 Deferred income taxes 2,200,000 1,400,000 (Increase) decrease in receivables (20,010,000) (20,370,000) (Increase) decrease in inventories (920,000) (2,950,000) Increase (decrease) in accounts payable and other current liabilities 6,590,000 4,090,000 Other, net (140,000) (3,110,000) Net cash from (used for) operations 31,180,000 19,910,000 INVESTMENTS: Capital expenditures (11,140,000) (9,930,000) Net cash from (used for) investments (11,140,000) (9,930,000) FINANCING: Retirement of long-term debt (200,000) (270,000) Common stock dividends paid (3,660,000) (2,930,000) Net cash from (used for) financing (3,860,000) (3,200,000) CASH AND CASH EQUIVALENTS: Increase (decrease) for the period 16,180,000 6,780,000 At beginning of period 92,390,000 107,670,000 At end of period $108,570,000 $114,450,000 The accompanying notes are an integral part of the consolidated condensed financial statements. 3 TRIMAS CORPORATION AND SUBSIDIARIES Notes to Consolidated Condensed Financial Statements A. Basis of Presentation The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included, and such adjustments are of a normal recurring nature. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1995. Certain amounts in the 1995 financial statements have been reclassified to conform with the current presentation. B. Inventories by component are as follows: June 30, December 31, 1996 1995 Finished goods $46,980,000 $47,490,000 Work in process 13,990,000 14,200,000 Raw material 25,440,000 23,800,000 $86,410,000 $85,490,000 C. Property and equipment reflects accumulated depreciation of $125.1 million and $116.8 million as of June 30, 1996 and December 31, 1995, respectively. 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Consolidated net sales during the second quarter of 1996 equaled $160.2 million, an increase of 5.5 percent over the comparable 1995 period and the highest quarterly total in Company history. Record sales during the first half of 1996 equaled $307.9 million, compared to $299.5 million in 1995. The Company's Towing Systems, Specialty Container Products and Corporate Companies segments all recorded increased sales during the six months and quarter ended June 30, 1996. Second quarter sales by the Towing Systems segment increased to $56.4 million, compared to $55.1 million in the second quarter of 1995. Increased sales to both independent hitch installers and to the specialty automotive retail market were partially offset by lower sales to the marine aftermarket. Ongoing new product introductions also aided second quarter sales performance. Unfavorable weather conditions which began during the first quarter continued into the second quarter and negatively affected segment sales performance. First half segment sales equaled $105.6 million, which compares to $103.3 million in 1995. Second quarter 1996 sales for the Specialty Fasteners segment were $37.1 million, which equaled sales recorded in the comparable period of 1995. Sales during the first half of 1996 of $73.1 million decreased $3.0 million compared to 1995 because first quarter sales were below last year's level. First half sales were negatively impacted by reduced sales to the heavy-duty truck and appliance markets, and decreased demand for automotive related metallurgical services. Increasing build rates at aerospace manufacturers has lead to an increase in segment sales of aerospace fasteners. 5 Sales for the Specialty Container Products segment for the second quarter and first six months ended June 30, 1996 increased 12.9 percent and 6.5 percent respectively. Second quarter sales equaled $47.0 million bringing the six month total to $89.8 million. Export sales of specialty compressed gas cylinders to the medical industry in the Far East contributed to the second quarter increase. Increasing demand for specialty gasket products used by industrial processing industries also added to this segment's sales performance. The Corporate Companies segment sales increased 10.3 percent for the first six months of 1996 to $39.4 million. Sales of specialty insulation products increased as the commercial construction market continued to improve. The Company's consolidated gross margin for the first six months of both 1996 and 1995 equaled 32.8 percent. During the second quarters of 1996 and 1995 gross margin equaled 33.4 percent and 33.3 percent respectively. Because of the seasonal factors relating to the Towing Systems segment, gross margin recorded in the second quarter is typically higher than that which is realized during the first quarter. The Company's consolidated operating profit for the first six months of 1996 increased to $55.1 million and represented an operating margin of 17.9 percent compared to 1995's first six months operating profit of $53.9 million or 18.0 percent of net sales. Operating profit for the second quarter 1996 of $30.6 million represented an operating margin of 19.1 percent. Interest expense decreased in the six and three month periods ended June 30, 1996 primarily because of the $51.5 million reduction of long-term debt in the third quarter of 1995, and because of lower prevailing interest rates. Consequently, lower levels of cash and cash equivalents and lower interest rates during 1996 resulted in lower interest income during the current periods. 6 Net income for the six months and three months ended June 30, 1996 was $32.0 million and $17.8 million respectively, compared to $30.0 million and $16.6 million in last year's comparable periods. Primary earnings per common share increased 6.2 percent to $.86 for the first six months of 1996 compared to 1995's primary earnings per common share of $.81, both based on 37.0 million shares outstanding. Fully diluted earnings per common share increased 5.3 percent to $.80 versus $.76 last year, both based on 42.1 million shares outstanding. Primary and fully diluted earnings per common share for the second quarter of 1996 were $.48 and $.45, compared to $.45 and $.42 last year. Liquidity, Working Capital and Cash Flows The Company's financial strategies include maintaining a relatively high level of liquidity. Historically, TriMas Corporation has generated sufficient cash flows from operating activities to fund capital expenditures, debt service and dividends, while maintaining its strategic level of liquidity. At June 30, 1996 the current ratio was 4.7 to 1 and working capital equaled $228.1 million, including $108.6 million of cash and cash equivalents. The Company had available credit of $278.0 million under its revolving credit facility at June 30, 1996. Cash flows from operations provided $31.2 million and $19.9 million during the first six months of 1996 and 1995 respectively. These operating cash flows were net of increases in accounts receivable of $20.0 million in 1996 and $20.4 million in 1995 due mainly to the seasonality of the Towing Systems segment, as well as the increased sales levels. Historically, the cash flow provided by the seasonal increase in receivables is realized later in the year. A corresponding increase in accounts payable and accrued liabilities provided cash flow of $6.6 million and $4.1 million in the first 7 six months of 1996 and 1995 respectively. Capital expenditures during the first six months equaled $11.1 million in 1996 and $9.9 million in 1995. Common stock dividends totaled $3.7 million in 1996 versus $2.9 million in 1995. In late June, the Company acquired Queensland Towbar Pty. Ltd., Australia's second largest manufacturer of vehicle hitches and towing products. During July, the Company acquired The Englass Group Limited, a United Kingdom-based supplier of specialty dispensing and packaging products. Annualized combined sales of Queensland Towbar and Englass are in excess of $20.0 million. The Company believes its cash flows from operations, along with its borrowing capacity and access to financial markets, are adequate to fund its strategies for future growth, including working capital, expenditures for manufacturing expansion and efficiencies, market share initiatives, and corporate development activities. 8 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders The Annual Meeting of Stockholders was held on May 15, 1996 at which the two nominees for the Company's Board of Directors, identified in the Company's proxy statement dated April 11, 1996, were re-elected and the selection of Coopers & Lybrand L.L.P. to audit the Company's financial statements for the year 1996 was ratified. Following is a tabulation of shares voted: Election of Directors Richard A. Manoogian Herbert S. Amster For 34,202,762 34,204,655 Withheld 47,037 45,144 Ratification of selection of Coopers & Lybrand L.L.P. For 34,215,645 Against 9,998 Abstentions 24,156 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 4 Credit Agreement dated July 23, 1996 among TriMas Corporation Limited, TriMas Corporation, Certain Banks and NationsBank, N.A. (London Branch) as Agent 11 Computation of Earnings Per Common Share 12 Computation of Ratios of Earnings to Fixed Charges 27 Financial Data Schedule (b) Reports on Form 8-K: None were filed during the quarter ended June 30, 1996. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TRIMAS CORPORATION Date: August 14, 1996 By: /s/William E. Meyers William E. Meyers Vice President - Controller (Chief accounting officer and authorized signatory) 9 Exhibit Index Exhibit Number Description of Document 4 Credit Agreement dated July 23, 1996 among TriMas Corporation Limited, TriMas Corporation, Certain Banks and NationsBank, N.A. (London Branch) as Agent 11 Computation of Earnings Per Common Share 12 Computation of Ratios of Earnings to Fixed Charges 27 Financial Data Schedule
                                                                    EXHIBIT 4

                                                        AGREEMENT


                                                   DATED 23rd July, 1996


                                                 20,000,000 British Pounds


                                                  REVOLVING CREDIT FACILITY


                                                              FOR


                                                   TRIMAS CORPORATION LIMITED









                                                            ALLEN & OVERY
                                                                London






































                                                  INDEX


CLAUSE                                                           PAGE

1.   Interpretation. . . . . . . . . . . . . . . . . . . . . . .   1
2.   The Facility. . . . . . . . . . . . . . . . . . . . . . . .  11
3.   Purpose . . . . . . . . . . . . . . . . . . . . . . . . . .  12
4.   Conditions Precednet. . . . . . . . . . . . . . . . . . . .  12
5.   Drawdown. . . . . . . . . . . . . . . . . . . . . . . . . .  13
6.   Repayment . . . . . . . . . . . . . . . . . . . . . . . . .  14
7.   Instrument Option . . . . . . . . . . . . . . . . . . . . .  14
8.   Claims Under, and Repayment of, Instruments . . . . . . . .  15
9.   Counter-Indemnity for Instruments . . . . . . . . . . . . .  16
10.  Banks' Agreement to Reimburse . . . . . . . . . . . . . . .  18
11.  Prepayment and Cancellation . . . . . . . . . . . . . . . .  19
12.  Interest and Instrument Fees. . . . . . . . . . . . . . . .  21
13.  Payments. . . . . . . . . . . . . . . . . . . . . . . . . .  22
14.  Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
15.  Market Disruption . . . . . . . . . . . . . . . . . . . . .  24
16.  Increased Costs . . . . . . . . . . . . . . . . . . . . . .  25
17.  Illegality. . . . . . . . . . . . . . . . . . . . . . . . .  26
18.  Guarantee . . . . . . . . . . . . . . . . . . . . . . . . .  26
19.  Representations and Warranties. . . . . . . . . . . . . . .  29
20.  Undertakings. . . . . . . . . . . . . . . . . . . . . . . .  32
21.  Default . . . . . . . . . . . . . . . . . . . . . . . . . .  37
22.  The Agent and the Issuing Bank. . . . . . . . . . . . . . .  40
23.  Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
24.  Expenses. . . . . . . . . . . . . . . . . . . . . . . . . .  44
25.  Stamp Duties. . . . . . . . . . . . . . . . . . . . . . . .  45
26.  Indmenities . . . . . . . . . . . . . . . . . . . . . . . .  45
27.  Evidences and Calculations. . . . . . . . . . . . . . . . .  46
28.  Amendments and Waivers. . . . . . . . . . . . . . . . . . .  46
29.  Changes to the Parties. . . . . . . . . . . . . . . . . . .  47
30.  Disclosure of Information . . . . . . . . . . . . . . . . .  50
31.  Set-Off . . . . . . . . . . . . . . . . . . . . . . . . . .  50
32.  Pro Rata Sharing. . . . . . . . . . . . . . . . . . . . . .  50
33.  Severability. . . . . . . . . . . . . . . . . . . . . . . .  51
34.  Counterparts. . . . . . . . . . . . . . . . . . . . . . . .  51
35.  Notices . . . . . . . . . . . . . . . . . . . . . . . . . .  52
36.  Lanugage. . . . . . . . . . . . . . . . . . . . . . . . . .  52
37.  Jurisdiction. . . . . . . . . . . . . . . . . . . . . . . .  53
38.  Waiver of Jury Trial. . . . . . . . . . . . . . . . . . . .  54
39.  Governing Law . . . . . . . . . . . . . . . . . . . . . . .  54





















Schedules

1.   Banks and Commitments. . . . . . . . . . . . . . . . . . . . 55
2.   Conditions Precedent Documents . . . . . . . . . . . . . . . 56
3.   Calucaltion of the MLA Cost. . . . . . . . . . . . . . . . . 58
4.   Form of Request. . . . . . . . . . . . . . . . . . . . . . . 60
5.   Form of Novation Certificate . . . . . . . . . . . . . . . . 62

Signatories . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
























































THIS AGREEMENT is dated 23rd July, 1996 between:-

(1)   TRIMAS CORPORATION LIMITED(Registered No. 3226735) (the "Borrower");

(2)   TRIMAS CORPORATION, a Delaware corporation (the "Guarantor");

(3)   THE FINANCIAL INSTITUTIONS listed in Schedule 1 as banks (the "Banks");

(4)   NATIONSBANK, N.A. (London Branch) as issuing bank in respect of the
      Instruments (in this capacity the "Issuing Bank"); and

(5)   NATIONSBANK, N.A. (London Branch) as agent (in this capacity the
      "Agent").

IT IS AGREED as follows:-

1.    INTERPRETATION

1.1   Definitions

      In this Agreement:-

      "Acquired Debt"

      means, with respect to any person who becomes a Subsidiary on or after
      the date hereof, Debt of such person which was outstanding before such
      person became a Subsidiary and which was not created in contemplation
      of such person becoming a Subsidiary.

      "Adjusted Operating Profit"

      of any person, as of any date, means (a) the sum of operating profit
      plus all non-cash charges for such person, minus (b) all non-cash
      credits for such person; in each case determined for the four most
      recently completed fiscal quarters of such person as one computation
      period, in accordance with generally accepted accounting principles. In
      the event that any person acquires any corporation or business,
      Adjusted Operating Profit of such person shall be calculated on a pro
      forma basis (which, to the extent deemed reasonable to the Agent, may
      include as pro forma adjustments, reasonable eliminations of excess
      compensation (including salaries) and other adjustments that are
      attributable to the change in ownership or management of the
      corporation or business) as if such person had owned the acquired
      corporation or business for the four fiscal quarters preceding the
      acquisition.

      "Affiliate"

      when used with respect to any person means any other person which,
      directly or indirectly, controls or is controlled by or is under common
      control with such person.  For purposes of this definition "control"
      (including the correlative meanings of the terms "controlled by" and
      "under common control with"), with respect to any person, shall mean
      possession, directly or indirectly, of the power to direct or cause the
      direction of the management and policies of such person, whether
      through the ownership of voting securities or by contract or otherwise.









                                                 2

     "Business Day"
                    
     means a day other than a Saturday, Sunday or other day on which the
     Agent is not open for business to the public for carrying on
     substantially all of its banking functions.

     "Capital Lease"

     of any person means any lease which, in accordance with generally
     accepted accounting principles, is required to be capitalised on the
     books of such person.

     "Capitalisation"

     means the sum of the following amounts for the Guarantor and its
     Consolidated Subsidiaries:

     (i)   Consolidated Funded Debt; plus

     (ii)  Consolidated Stockholder Equity; plus

     (iii) Convertible Subordinated Debt.

     "Code"

      means the United States Internal Revenue Code of 1986, as amended from
      time to time, and the regulations thereunder.

      "Commitment"

      means the amount in Sterling set opposite the name of a Bank in
      Schedule 1 to the extent not cancelled or reduced under this Agreement.

      "Consolidated" or "consolidated"

      means, when used with reference to any financial term in this
      Agreement, the aggregate for two or more persons of the amounts
      signified by such term for all such persons determined on a
      consolidated basis in accordance with generally accepted accounting
      principles.

      "Consolidated Subsidiary"

       of any person means any Subsidiary which would be consolidated on the
       consolidated balance sheet of such person in accordance with generally
       accepted accounting principles.

       "Controlled Group"

       means the Guarantor 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 Guarantor, are treated as
       a single employer generally under Section 414(b) or 414(c) of the Code.


                                             3

       "Convertible Subordinated Debt"

       means, as of any date, all Debt of the Guarantor of the type described
       in subsection (i) of the definition of "Funded Debt" now outstanding or
       hereafter created, issued, incurred or (if the assignor is released
       therefrom), assumed by the Guarantor, which is unsecured, unguaranteed,
       convertible into common stock of the Guarantor at the option of the
       holder thereof and subordinated to amounts payable (actually or
       contingently) under the Finance Documents pursuant to a written
       agreement which contains provisions which, at the time of issuance
       thereof, are customary for a subordinated debt issuance of its type;
       provided, however, in any event such agreement shall:

       (i)    contain provisions customary at time of issuance prohibiting the
              repayment, prepayment, repurchase, retirement or redemption of
              such Debt upon the occurrence and continuance of Events of
              Default hereunder;

       (ii)   not contain provisions providing for any regularly scheduled
              repayment, repurchase, retirement or redemption of any principal
              of such Debt prior to 1st February, 1998;

       (iii)  contain customary covenants which, in the aggregate and
              considered as a whole at the time such Debt is issued, are
              materially less restrictive than the covenants contained herein;
              and

        (iv)  not contain provisions whereby the occurrence of a Default other
              than an Event of Default hereunder constitutes simply by reason
              of such occurrence a default or an event of default thereunder.

        "Current Assets"

        of any person means, as of any date, all assets of such person which,
        in accordance with generally accepted accounting principles, would be
        classified as current assets on a balance sheet of such person.

        "Credit"

         means a Loan or an Instrument or (to the extent the context so
         requires) the principal amount of any of the above outstanding for the
         time being.

         "Debt"

         of any person means, as of any date, (a) indebtedness of such person
         for money borrowed; (b) the capitalised portion of lease rental
         obligations of such person under Capital Leases; (c) other indebtedness
         of such person incurred in connection with the acquisition of any real
         or personal property, stock, debt or other assets (to the extent that
         any of the foregoing acquisition indebtedness is represented by any
         notes, bonds, debentures or similar evidences of indebtedness); and (d)
         obligations of such person in respect of indebtedness and obligations
         of others of the types referred to in each of the foregoing clauses (a)
         - (c), for the payment of which such person is directly or contingently
         liable, or which is secured by any property of such person.


                                                   4

         "Default"

         means an Event of Default or an event which, with the giving of notice,
         lapse of time, determination of materiality or fulfilment of any other
         applicable condition (or any combination of the foregoing), would
         constitute an Event of Default.

         "Dollars" and "$"

         means the lawful money for the time being of the United States of
         America.

         "Domestic Subsidiary"

         means any Subsidiary which is incorporated under the laws of, or has
         its principal office in, the United States of America or any state
         thereof.

         "Drawdown Date"

         means the date of the advance of a Loan or the issue of an Instrument.

         "EBIT"

         of any person means, for any period earnings of such person before
         interest and taxes and before reflecting extraordinary gains or losses
         and gains or losses from discontinued operations.

         "Environmental Laws"

         means any and all applicable United States federal, state and local
         statutes, laws, regulations, ordinances, rules, judgments, orders,
         decrees, permits, concessions, grants, franchises, licences, agreements
         and other governmental restrictions relating to the environment or to
         emissions, discharges or releases of pollutants, contaminants,
         petroleum or petroleum products, chemicals or industrial, toxic or
         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, petroleum or petroleum products, chemicals or industrial,
         toxic or hazardous substances or wastes or the clean-up or other
         remediation thereof.

         "ERISA"

         means the United States Employee Retirement Income Security Act of
         1974, as amended from time to time, and the regulations thereunder.

         "Event of Default"

         means an event specified as such in Clause 21.1 (Events of Default).

         "Expiry Date"

         means, in respect of an Instrument, the date stated on its face to be
         the last on which any demand may be made under it.






                                             5

         "Facility"

         means the facility referred to in Clause 2.1 (Facility).

         "Facility Office"

         means the office(s) notified by a Bank to the Agent:-

         (a)    on or before the date it becomes a Bank; or

         (b)    by not less than 5 Business Days' notice,

         as the office(s) through which it will perform all or any of its
         obligations under this Agreement.

         "Fee Payment Date" 

         means 31st March, 30th June, 30th September and 31st December in each
         calendar year.

         "Final Repayment Date"

         means 1st July, 2000.

         "Finance Document"

         means this Agreement, a Novation Certificate or any other document
         designated as such by the Agent and the Borrower.

         "Finance Party"

         means a Bank, the Issuing Bank or the Agent.

         "Funded Debt"

         of any person means (i) all Debt of such person having a maturity of
         more than twelve months from the date of determination thereof or
         having a maturity of less than twelve months but by its terms being
         renewable or extendable at the option of such person beyond twelve
         months from the date of such determination, including, with respect to
         the Guarantor, and without limitation, all Loans under this Agreement
         having such a final maturity on the date of such determination less
         (ii) cash, cash equivalents and marketable securities (each as defined
         and determined in accordance with generally accepted accounting
         principles) in excess of $10,000,000 in the aggregate less (iii) the
         outstanding principal balance of all Convertible Subordinated Debt.

         "generally accepted accounting principles"

         means generally accepted accounting principles, as in effect from time
         to time, applied on a basis consistent (except for changes concurred in
         by the Guarantor's independent public accountants), with the most
         recent audited consolidated financial statements of the Guarantor and
         its Consolidated Subsidiaries filed with the United States Securities
         and Exchange Commission on Form 10-K (if one has been filed) and
         delivered to the Agent; provided that, if the Guarantor notifies the
         Agent that the Guarantor wishes to amend any covenant in Clause 20 






                                                    6

         to eliminate the effect of any change in generally accepted accounting
         principles on the operation of such covenant (or if the Agent notifies
         the Guarantor that the Banks wish to amend Clause 20 for such purpose)
         then the Guarantor's compliance with such covenant shall be determined
         on the basis of generally accepted accounting principles in effect
         immediately before the relevant change in generally accepted accounting
         principles became effective, until either such notice is withdrawn or
         such covenant is amended in a manner satisfactory to the Guarantor and
         the Banks.

         "Instrument"

         means a standby letter of credit or guarantee in form and substance
         acceptable to the Majority Banks issued, or to be issued, by the Banks
         under the Facility in accordance with Clause 7 (Instrument option).

         "Interest Coverage Ratio"

         means the ratio of (a) Consolidated EBIT of the Guarantor and its
         Consolidated Subsidiaries to (b) Consolidated Net Interest Expense of
         the Guarantor and its Consolidated Subsidiaries.

         "Leverage Ratio"

         means the ratio of (a) Consolidated Funded Debt of the Guarantor and
         its Consolidated Subsidiaries to (b) Capitalisation.

         "Liability Proportion"

         means, in respect of a Bank and an Instrument at any time, the
         proportion borne by that Bank's Commitment on the Drawdown Date of that
         Instrument (adjusted to take account only of any transfer of
         Commitments by or to that Bank made under Clause 29.2 (Transfers by
         Banks) after that Drawdown Date) to the Total Commitments at that time.

         "LIBOR"

         means the rate quoted by the Agent to leading banks in the London
         interbank market at or about 11.00 a.m. on the first day of the Term
         for the offering of deposits in Sterling for a period comparable to the
         Term.

         "Loan"

         means a loan made by the Banks under the Facility.

         "Majority Banks"

         means, at any time, Banks whose Commitments:-

         (a)   then aggregate more than 50% of the Total Commitments; or

         (b)   if the Total Commitments have been reduced to zero, aggregated
               more than 50% of the Total Commitments immediately before the
               reduction.


                                             7

          "Margin"

          means:

          (i)   0.325% per annum for any Rate Period if the Pricing Ratio as of
                the end of the most recently ended fiscal quarter of the
                Guarantor prior to such Rate Period is less than 1.5 to 1.0;

          (ii)  0.375% per annum for any Rate Period if the Pricing Ratio as of
                the end of the most recently ended fiscal quarter of the
                Guarantor prior to such Rate Period is equal to or greater than
                1.5 to 1.0 but less than 2.0 to 1.0;

          (iii) 0.50% per annum for any Rate Period if the Pricing Ratio as of
                the end of the most recently ended fiscal quarter of the
                Guarantor prior to such Rate Period is equal to or greater than
                2.0 to 1.0 but less than 3.0 to 1.0;

          (iv)  0.625% per annum for any Rate Period if the Pricing Ratio as of
                the end of the most recently ended fiscal quarter of the
                Guarantor prior to such Rate Period is equal to or greater than
                3.0 to 1.0 but less than 3.5 to 1.0;

          (v)   0.75% per annum for any Rate Period if the Pricing Ratio as of
                the end of the most recently ended fiscal quarter of the
                Guarantor prior to such Rate Period is equal to or greater than
                3.5 to 1.0.

           "MLA Cost"

           means the cost imputed to the Banks of compliance with the Mandatory
           Liquid Assets requirements of the Bank of England during the Term of 
           a Loan, determined in accordance with Schedule 3.

           "Net Income"

           of any person means, for any period, the net income (after deduction
           for income and other taxes of such person determined by reference to
           income or profits of such person) of such person, determined in
           accordance with generally accepted accounting principles.

           "Net Interest Expense"

           of any person means, for any period, all interest expense of such
           person less all income of such person earned on cash balances and
           investment balances.

           "Novation Certificate"

           has the meaning given to it in Clause 29.3 (Procedure for novations).

           "Obligor"

           means the Borrower or the Guarantor.









                                                    8

          "Party"

          means a party to this Agreement.

          "PBGC"

          means the Pension Benefit Guaranty Corporation and any entity
          succeeding to any or all of its functions under ERISA.

          "Person" or "person"

          includes an individual, a corporation, an association, a partnership, 
          a trust or estate, a joint stock company, an unincorporated 
          organisation, a joint venture, a trade or business (whether or not 
          incorporated), a government (foreign or domestic) and any agency or 
          political subdivision thereof, or any other entity.

          "Plan"

          means at any time an employee pension benefit plan which is covered by
          Title IV of ERISA or subject to the minimum funding standards under
          Section 412 of the Code and is either (i) maintained by a member of 
          the Controlled Group for employees of a member of the Controlled Group
          or (ii) maintained pursuant to a collective bargaining agreement or 
          any other arrangement under which more than one employer makes
          contributions and to which a member of the Controlled Group is then
          making or accruing an obligation to make contributions or has within
          the preceding five plan years made contributions; provided, that no
          "multi-employer plan" as defined in Section 3(37) of ERISA shall
          constitute a Plan for purposes hereof.

          "Pricing Ratio"

          means the ratio of (a) Funded Debt to (b) Adjusted Operating Profit.

          "Qualifying Bank"

          means a bank as defined in section 840A of the Income and Corporation
          Taxes Act 1988 and which is within the charge to U.K. corporation tax
          as regards any interest received by it under this Agreement.

          "Rate Period"

          means each period commencing on the day of the Agent's receipt of (or
          if earlier the date that the Agent should have received) financial
          information pursuant to Clause 4.2(b) or 20.3(c) for any fiscal 
          quarter and ending on the day of the Agent's receipt of (or if earlier
          the date that the Agent should have received) such financial 
          information for the following fiscal quarter; provided, however, the 
          initial Rate Period shall commence on the date hereof.

          "Refunding Loan"

          means a Loan which, after application of the proceeds of such Loan,
          results in no net increase in the aggregate outstanding principal
          amount of the Loans.


                                               9

          "Repayment Date"

          means the last day of the Term of a Loan.

          "Request"

          means a request made by the Borrower for a Credit, substantially in 
          the appropriate form of Schedule 4.

          "Sterling"

          means the lawful money for the time being of the United Kingdom.

          "Security Interest"

          means, with respect to any asset, any mortgage, lien, pledge, security
          interest or similar encumbrance in respect of such asset; provided 
          that a subordination agreement shall not be deemed to create a 
          Security Interest.  For the purposes of this Agreement, either Obligor
          or any Consolidated Subsidiary thereof shall be deemed to own subject
          to a Security Interest 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 similar title retention  
          agreement relating to such asset.

          "Significant Subsidiary"

          means any Subsidiary which is a "Significant Subsidiary" as defined in
          Rule 1-02 of Regulation S-X under the United States Securities 
          Exchange Act of 1934, as amended.  

          "Stockholder Equity"

          of any person means, as of any date, the stockholder equity of such
          person as determined in accordance with generally accepted accounting
          principles.

          "Subsidiary"

          of any person means any other person (whether now existing or 
          hereafter organised or acquired) in which (other than directors 
          qualifying shares required by law) at least a majority of the 
          securities or other ownership interests of each class having ordinary
          voting power or analogous right (other than securities or other 
          ownership interests which have such power or right only by reason of 
          the happening of a contingency), at the time as of which any 
          determination is being made, are owned, beneficially and of record, 
          by such person or by one or more of the other Subsidiaries of such 
          person or by any combination thereof. 
                   
          "Tangible Net Worth"

          of any person means, as of any date, the aggregate of all assets
          (excluding treasury stock) which would be shown on a balance sheet of
          such person as of the date of determination prepared in accordance 
          with generally accepted accounting principles, provided that there 
          shall be deducted from the amount of such assets, to the extent 
          otherwise included therein, (a) any reserves on assets of such person
          where a reserve is proper in accordance with generally accepted 
          accounting principles, including, without limitation, reserves for
          depreciation, amortisation or obsolescence, loss on receivables or 
          inventory valuation, (b) any unamortised 


                                                10

          goodwill, patents, trademarks, trade names or other like intangible
          assets of such person and (c) unamortised debt discount or expense of
          such person, and provided, further, that there shall also be deducted
          from such amount, (d) all obligations of such person which, in
          accordance with generally accepted accounting principles, would be
          classified as liabilities on a balance sheet of such person.

          "Term"

          means:-

          (a)  in respect of a Loan, the period selected by the Borrower in the
               relevant Request for which it is to be outstanding;

          (b)  in respect of an Instrument, the period from its Drawdown Date to
               its Expiry Date (both dates inclusive).

          "Total Commitments"

          means the aggregate for the time being of the Commitments, being
          20,000,000 British Pounds at the date of this Agreement.

          "Unfunded Benefit Liabilities"

          means, with respect to any Plan as of any date, the amount of the
          unfunded benefit liabilities with respect to such Plan determined in
          accordance with Section 4001(a) (18) of ERISA.

1.2       Construction

(a)       In this Agreement, unless the contrary intention appears, a reference
          to:-

          (i)   "assets" includes properties, revenues and rights of every
                description;

                an "authorisation" includes an authorisation, consent, approval,
                resolution, licence, exemption, filing, registration and
                notarisation;

                the payment of "cash cover" to a Bank is to the payment of an
                amount by the Borrower to that Bank, that amount to be held by
                that Bank (or deposited by that Bank with another bank or
                financial institution) on such terms as that Bank may require as
                security for the Borrower's obligations under Clause 9 (Counter-
                indemnity for instruments)

                the "face amount" of an Instrument at any time is to the amount
                which is expressed on its face to be the maximum aggregate 
                amount that may be drawn under it at, or any time after, that 
                time.

                a period of one or more "months" is a reference to a period
                starting on one day in a calendar month and ending on the
                numerically corresponding day in the relevant later calendar
                month, except that, if there is no numerically corresponding day
                in the month in which that period ends, that period shall end on
                the last Business Day in that calendar month;





                                                11

                the "principal amount" of an Instrument is to its face amount;

                the "repayment" or "prepayment" of an Instrument (or any
                grammatical derivative or variation of those terms or the
                corresponding verbs) is to its repayment or prepayment in
                accordance with Clause 8.2 (Repayment and prepayment of
                Instruments);

                a "regulation" includes any regulation, rule, official 
                directive, request or guideline (whether or not having the 
                force of law) of any governmental body, agency, department or 
                regulatory, self-regulatory or other authority or organisation;

          (ii)  a provision of a law is a reference to that provision as amended
                or re-enacted;

          (iii) a Clause or a Schedule is a reference to a clause of or a
                schedule to this Agreement;

          (iv)  a person includes its successors and assigns;

          (v)   a Finance Document or another document is a reference to that
                Finance Document or that other document as amended, novated or
                supplemented;

          (vi)  a time of day is a reference to London time; and

          (vii) all computations required hereunder and all financial terms 
                used herein shall be made or construed in accordance with 
                generally accepted principles unless such principles are 
                inconsistent with the express requirements of this Agreement.

(b)       Unless the contrary intention appears, a term used in any other 
          Finance Document or in any notice given under or in connection with 
          any Finance Document has the same meaning in that Finance Document or
          notice as in this Agreement.

(c)       The index to and the headings in this Agreement are for convenience
           only and are to be ignored in construing this Agreement.

2.        THE FACILITY

2.1       Facility

(a)       Subject to the terms of this Agreement, the Banks grant to the 
          Borrower a committed short-term Sterling advance facility under which
          the Banks shall, when requested by the Borrower, make Credits 
          available to the Borrower up to an aggregate principal amount not 
          exceeding, at any time, the Total Commitments at that time.  No Bank
          is obliged to participate in any Credit if to do so would cause the 
          aggregate principal amount of its participation in all Credits to 
          exceed its Commitment.

(b)       The aggregate principal amount of all Instruments outstanding at any
          time shall not exceed 5,000,000 British Pounds.

2.2       Number of Requests and Drawdowns
                    
          No Request may specify a Drawdown Date which is within 5 Business Days
          of another Drawdown Date, although up to 5 Credits may be drawn on the
          same day. Subject to the 


                                             12
 
          above, any number of Requests may be delivered on the same day and/or
          specifying the same Drawdown Date, whether or not the Terms requested
          are similar.

2.3       Nature of a Finance Party's rights and obligations

(a)       The obligations of a Finance Party under the Finance Documents are
          several. Failure of a Finance Party to carry out those obligations 
          does not relieve any other Party of its obligations under the Finance
          Documents. No Finance Party is responsible for the obligations of any
          other Finance Party under the Finance Documents.

(b)       The rights of a Finance Party under the Finance Documents are divided
          rights. A Finance Party may, except as otherwise stated in the Finance
          Documents, separately enforce those rights.

3.        PURPOSE

(a)       The Borrower shall apply each Credit for lawful general corporate
          purposes including acquisition.

(b)       Without affecting the obligations of either Obligor in any way, no
          Finance Party is bound to monitor or verify the application of the
          proceeds of any Credit.

4.        CONDITIONS PRECEDENT

4.1       Documentary conditions precedent

          The obligations of each Finance Party to either Obligor under this
          Agreement are subject to the condition precedent that the Agent has
          notified the Borrower and the Banks that it has received all of the
          documents set out in Schedule 2 in form and substance satisfactory to
          the Agent.

4.2       Further conditions precedent

          The obligations of each Bank to participate in a Loan and the
          obligation of the Issuing Bank to issue an Instrument, are subject to
          the further conditions precedent that:-

          (a)  on both the date of the Request and the Drawdown Date for that
               Credit:-

               (i)   the representations and warranties in Clause 19
                     (Representations and warranties) (except in the case of a
                     Refunding Loan as set out in Clause 19.13(b)) to be
                     repeated on those dates are correct and will be correct in
                     all material respects immediately after the Credit is made
                     available; and

               (ii)  except in the case of a Refunding Loan no Default is
                     outstanding or might result from the making or drawing of
                     that Credit or, in the case of a Refunding Loan, no Event
                     of Default is outstanding or would result from the making,
                     of that Refunding Loan;

          and

          (b)  the Agent has received all such other documents, opinions,
               certificates, consents and assurances as it may reasonably
               request in connection with the Credit including in respect of a
               Loan a Certificate from the President, Chief Financial Officer,
               Chief 


                                            13

               Accounting Officer or Treasurer of the Guarantor setting forth
               the Margin and the applicable rates for the fees payable under
               Clause 23, in each case for the initial Rate Period.

5.        DRAWDOWN

5.1       Receipt of Requests

          The Borrower may utilise the Facility for the drawdown of a Loan if 
          the Agent receives, not later than 4.00 p.m. on the Business Day 
          before the proposed Drawdown Date, a duly completed Request unless the
          Term specified in the Request is of an optional duration in which case
          the Borrower may utilise the Facility if the Agent receives not later 
          than 10.00 a.m. on the Business Day before the proposed Drawdown Date 
          a duly completed Request.

5.2       Completion of Requests

          A Request will not be regarded as having been duly completed unless:-

          (a)   the Drawdown Date is a Business Day;

          (b)   the principal amount of the Loan is a minimum of 500,000 British
                Pounds and an integral multiple of 100,000 British Pounds;

          (c)   only one Term is specified which:-

                (i)  does not overrun the Final Repayment Date; and

                (ii) is a period of an approved duration or of an optional
                     duration;

          and

          (d)   the payment instructions comply with Clause 13 (Payments).

          In this Clause:-

          "approved duration" means a period of one, two or three months; and

          "optional duration" means a period of between 7 days and 12 months.

5.3       Amount of each Bank's participation in the Loan

          The amount of a Bank's participation in the Loan will be the 
          proportion of the Loan which its Commitment bears to the Total 
          Commitments on the date of receipt of the relevant Request.

5.4       Notification of the Banks

          The Agent shall, not later than 10.00 a.m. on the Drawdown Date, 
          notify each Bank of the details of the requested Loan and the amount 
          of its participation in the Loan unless the Term of the requested Loan
          is of an optional duration in which case the Agent shall notify each 
          Bank not later than 12.00 noon on the Business Day prior to the 
          Drawdown Date.


                                                14

5.5       Selection of an optional duration

(a)       If the Borrower selects a Term of an optional duration, it may also
          select in the relevant Request a Term of an approved duration to apply
          if the selection of a Term of an optional duration becomes ineffective
          in accordance with paragraph (b) below.

(b)       If:-

          (i)  the Borrower requests a Term of an optional duration; and

          (ii) the Agent receives notice from a Bank not later than 2.00 p.m. on
               the Business Day before the Drawdown Date that matching deposits
               may not, in its opinion, be available to it in the London
               interbank market to fund its participation in the Loan for that
               Term,

          the Term for the proposed Loan shall be the alternative period
          specified in the relevant Request or, in the absence of any 
          alternative selection, 3 months.

(c)       If the Agent receives a notice from a Bank under paragraph (b) above,
          it shall notify the Borrower and the Banks of the new Term for the
          proposed Loan not later than 5.00 p.m. on the Business Day before the
          Drawdown Date.

5.6       Payment of Proceeds

          Subject to the terms of this Agreement, each Bank shall make its
          participation in the Loan available to the Agent for the Borrower on
          the relevant Drawdown Date.

6.        REPAYMENT

          The Borrower shall repay each Loan in full on its Repayment Date to 
          the Agent for the Banks.

7.        INSTURMENT OPTION

7.1       Receipt of Requests for Instruments

          The Borrower may request that the Issuing Bank issue an Instrument by
          giving a duly completed Request to the Agent not later than 4.00 p.m.
          on the Business Day before the proposed Drawdown Date.

7.2       Completion of Requests for Instruments

          A Request for an Instrument will not be regarded as being duly
          completed unless:-

          (a)  the Drawdown Date is a Business Day;

          (b)  the face amount of the Instrument is a minimum of 50,000 British 
               Pounds (and if its face amount will reduce at anytime, the date 
               of each such reduction and the amount to which it will reduce 
               must be specified);

          (c)  only one Term is specified which is such that no demand may be
               made under the Instrument after the Final Repayment Date;


                                               15

          (d)  it specifies (in such detail as the Majority Banks approve) the
               purpose for which the Instrument is required and that purpose is
               approved by the Majority Banks;

          (e)  there is attached to it the form of the requested Instrument
               together with the written confirmation of the Beneficiary that
               the form is acceptable to it;

          (f)  the form of the requested Instrument is approved by the Majority
               Banks;

          (g)  it contains instructions acceptable to the Agent as to the 
               manner in which the Instrument is to be made available.

7.3        Issue of Instruments

(a)        The Agent shall promptly notify the Issuing Bank and each Bank of the
           details of a Request for an Instrument.
 
(b)        Each Bank shall be conclusively presumed to have approved all such
           matters as require the approval of the Majority Bank under Clause 7.2
           (Completion of requests for Instruments) unless if expressly notifies
           the Agent to the contrary no later than 10.00 a.m. on the proposed
           Drawdown Date.

(c)        Subject to the provisions of this Agreement, the Issuing Bank will
           execute and issue each Instrument, and make it available in 
           accordance with the relevant Request, on the Drawdown Date.

(d)        Without affecting Clause 26.2 (Other Indemnities), the Issuing Bank
           will notify the Agent (who shall promptly similarly notify the Banks)
           if, for any reason, an Instrument is not issued on its Drawdown Date
           after a Request has been given.

8.         CLAIMS UNDER, AND REPAYMENT OF, INSTRUMENTS

8.1        Notification and payment of demand

(a)        If a Beneficiary makes a demand under an Instrument in accordance 
           with its terms, the Issuing Bank shall promptly notify the Agent of 
           the claim whereupon the Agent shall promptly notify the Borrower and 
           each of the Banks, specifying:-

           (i)  the final date on or before which payment is to be made (the
                "Final Payment Date"); and 

           (ii) the aggregate amount of the demand (the "Demand Amount") and 
                each Bank's Liability Proportion in respect of the demand.

(b)        Each Bank shall pay its Liability Proportion of the unpaid amount of
           the Demand Amount to the Agent for the account of the Issuing Bank on
           the Final Payment Date.  Any such payment made by a Bank shall be
           treated as discharging that Bank's obligations under Clause 10.1
           (Banks' undertaking) in respect of the demand giving rise to the 
           Demand Amount.

(c)        Any amount paid by the Issuing Bank pursuant to a demand under an
           Instrument shall (despite any contrary or inconsistent provision of 
           any Finance Document) constitute a Loan (of a principal amount equal 
           to the amount paid and having a Term ending on such date as the 


                                               16

           Issuing Bank may specify) made by the Issuing Bank except to the 
           extent it is funded or reimbursed by a Bank in which case the 
           relevant Bank shall be treated as having a participation in the 
           relevant Loan equal to the amount funded or reimbursed.  The making 
           of such a Loan shall itself discharge the Obligors' obligations under
           Clause 9.1 (Indemnity) to indemnify a Bank in respect of an amount 
           paid by it pursuant to the relevant demand.  No Request shall be 
           required for, and Clause 4.2 (Further conditions precedent) and 
           Clause 5.2(b) shall not apply to, any such Loan.

8.2        Repayment and prepayment of Instruments

(a)        The Borrower may, subject to the other provisions of the Finance
           Documents, effect any repayment or prepayment of an Instrument which
           it is required or permitted to make under the Finance Documents in 
           any one or more of the following ways (but no other):-

           (i)   by procuring a reduction of the Instrument's face amount (in
                 accordance with its terms and those of the Finance Documents);
                 and

           (ii)  by cancelling the Instrument by returning the original to the
                 Issuing Bank together with the relevant Beneficiary's written
                 confirmation (satisfactory to the Agent in form and substance)
                 that none of the Banks has any further liability under the
                 Instrument.

            Any such repayment or prepayment shall take effect by the 
            amount of the reduction or cancellation, as appropriate.

(b)       Nothing in this Clause 8 (Repayment and prepayment of Instruments)
          limits or affects any of the Finance Parties' rights under Clause 
          21.15 Acceleration).  No reduction of an Instrument's face amount as
          contemplated by paragraph (a)(i) above shall limit or affect the
          Borrower's obligations under Clause 9 (Counter-indemnity for
          Instruments).

(c)       The Issuing Bank shall promptly notify the Agent (who shall notify the
          Banks) of any reduction of an Instrument's face amount or cancellation
          of any Instrument as contemplated by paragraphs (a)(i) and (ii) above
          respectively of which the Issuing Bank is aware.

9.        COUNTER-INDEMNITY FOR instruments

9.1       Indemnity

(a)       The Borrower undertakes to:-

          (i)  indemnify and hold harmless each Finance Party from and against
               all liabilities, costs, losses, damages and expenses which the
               Finance Party incurs or sustains by reason of or arising in any
               way whatsoever in connection with or by reference to the issue of
               any Instrument or the Finance Party's performance of the
               obligations expressed to be assumed by it under or in respect of
               any Instrument (including without limitation under Clause 10
               (Banks' agreement to reimburse)) except, in any case, to the
               extent the liability, cost, loss, damage or expense is
               reimbursed, or indemnified against, under any other provision of
               this Agreement; and

          (ii) without limiting paragraph (i) above, reimburse each Finance
               Party on demand any amount paid by it under or in respect of any
               Instrument or under Clause 10 (Banks' agreement to reimburse).


                                                17

(b)       Each Obligor unconditionally and irrevocably:-
                    
          (i)   authorises and directs the Issuing Bank to pay any demand under
                and in accordance with any Instrument without requiring proof of
                any Obligor's agreement that the amounts so demanded or paid are
                or were due and notwithstanding that any Obligor may dispute the
                validity of any such request, demand or payment;

          (ii)  confirms that the Issuing Bank deals in documents only and shall
                not be concerned with the legality of the claim or any other
                underlying transaction or any set off, counterclaim or defence 
                as between any Obligor and the relevant Beneficiary; and

          (iii) agrees that the Issuing Bank need not have any regard to the
                sufficiency, accuracy or genuineness of any such demand or any
                certificate or statement in connection therewith or any
                incapacity of or limitation upon the powers of any person 
                signing or issuing such demand, certificate or statement which 
                appears on its face to be in order and agrees that the Issuing 
                Bank shall not be obliged to enquire as to any such matters and 
                may assume that any such demand, certificate or statement 
                which appears on its face to be in order is correct and properly
                made.

9.2       Rights of contribution and subrogation

          Until all outstanding Credits have been fully and irrevocably
          discharged, all Commitments reduced to nil and all amounts which are 
          or may become payable by the Obligors under or in connection with the
          Finance Documents have been irrevocably paid in full, no Obligor 
          shall, by virtue of any payment made by it under or in connection with
          or referable to this Clause 9 (Counter-indemnity for Instruments) or
          otherwise, be subrogated to any rights, security or moneys held or
          received by a Finance Party or be entitled at any time to exercise,
          claim or have the benefit of any right of contribution or subrogation
          or similar right against a Finance Party.  The Obligors irrevocably
          waive all rights of contribution or similar rights against any Finance
          Party.

9.3       Waiver of defences

(a)       Each Obligor's obligations under this Clause 9 (Counter-indemnity for
          Instruments) shall not be affected by any act, omission, matter or
          thing which, but for this provision, might reduce, release or 
          prejudice any of its obligations under this Clause 9 (Counter-
          indemnity for Instruments) in whole or in part, including without 
          limitation and whether or not known to it:-

          (a)  any time or waiver granted to or composition with any Beneficiary
               or any other person;

          (b)  any taking, variation, compromise, exchange, renewal or release
               of, or refusal or neglect to perfect, take up or enforce, any
               rights, remedies or securities available to any Finance Party or
               other person or arising under any Instrument; and

          (c)  any unenforceability, illegality or invalidity of any Instrument
               to the intent that any Obligor's obligations under this Clause 9
               (Counter-indemnity for Instruments) shall remain in full force
               and be construed as if there were no such defect.


                                                               18
9.4       Continuing indemnity

          This is a continuing indemnity, extends to the ultimate balance of 
          each Obligor's obligations and liabilities under this Clause 9
          (Counter-indemnity for Instruments) and shall continue in force
          notwithstanding any intermediate payment in whole or in part of those
          obligations or liabilities.

9.5       Additional security

          The obligations of each Obligor under this Clause 9 (Counter-indemnity
          for Instruments) are in addition to and are not in any way prejudiced
          by any collateral or other security now or subsequently held by any
          Finance Party or any lien to which any Finance Party may be entitled.

9.6       Preservation of rights

          No invalidity or unenforceability of all or any part of this Clause 9
          (Counter-indemnity for Instruments) shall affect any rights of
          indemnity or otherwise which any Finance Party would or may have in 
          the absence of or in addition to this Clause 9 (Counter-indemnity for
          Instruments).

10.       BANKS' AGREEMENT TO REIMBURSE

10.1      Banks' undertaking

          Without in any way limiting Clause 8.1(b), each Bank hereby agrees to
          reimburse the Issuing Bank, on and subject to the following provisions
          of this Clause 10, for that Bank's Liability Proportion of each amount
          paid out by the Issuing Bank under or in respect of any Instrument
          provided that the liability of a Bank under this Clause 10.1:-

          (a) in relation to any particular demand under an Instrument shall
              not exceed that Bank's Liability Proportion of the amount
              demanded but unpaid for the time being; and

          (b) in relation to any particular Instrument shall not exceed (in
              aggregate) its Liability Proportion of the face amount of that
              Instrument for the time being.

10.2      Acknowledgment of subrogation

          Each Obligor agrees and acknowledges that, to the extent that any Bank
          makes any payment to the Agent for the Issuing Bank under Clause
          8.1(b) or this Clause 10, that Bank will automatically and immediately
          be subrogated to any rights the Issuing Bank may have against any
          Obligor or their respective assets in respect of the amount so paid.

10.3      Waiver of defences

          Each Bank agrees and acknowledges that its obligations under Clause
          8.1(b) and this Clause 10 shall not be affected by any act, omission,
          matter or thing which but for this provision might operate to release
          or otherwise exonerate it from its obligations under those provisions
          in whole or in part, including without limitation and whether or not
          known to it, each of the following (except to the extent attributable
          to the Issuing Bank's gross negligence or wilful default):



                                        19

          (a) any time or waiver granted to or composition with an Obligor, any
              Beneficiary or any other person (unless the Issuing Bank
              knowingly granted that time or waiver, or knowingly entered into
              that composition, without the consent of the Majority Banks);

          (b) any taking, variation, compromise, renewal or release of, or
              refusal or neglect to perfect or enforce, any rights, remedies or
              securities available to the Issuing Bank or any other person or
              arising under this Agreement or any other Finance Document; or 

          (c) any variation or extension of or increase in liabilities made
              under this Agreement or any other Finance Document in accordance
              with the provisions of this Agreement and (if appropriate) that
              Finance Document, so that references in this Clause 10 to this
              Agreement or any other Finance Document shall include each such
              variation, extension and variation.

10.4      Additional security

          The obligations of each Bank under Clause 8.1(b) are separate from its
          obligations under this Clause 10, and all such obligations shall be in
          addition to and shall not be in any way prejudiced by any collateral
          or other security now or hereafter held by the Issuing Bank as
          security or any lien to which the Issuing Bank may be entitled.

10.5      Immediate recourse

          Each Bank waives any right it may have of first requiring the Issuing
          Bank to proceed against or enforce any other rights or security or
          claim payment from any Obligor or any other person before claiming
          from that Bank under either or both of Clause 8.1(b) and this Clause
          10.

11.       PREPAYMENT AND CANCELLATION

11.1      Automatic Cancellation of the Total Commitments

          The Commitment of each Bank shall be automatically cancelled at close
          of business on the Final Repayment Date.

11.2      Voluntary Cancellation

          The Borrower may, by giving not less than 3 Business Days' prior 
          notice to the Agent, cancel the unutilised portion of the Total 
          Commitments in whole or in part (but, if in part, in an integral 
          multiple of 100,000 British Pounds). Any cancellation in part shall be
          applied against the Commitment of each Bank pro rata.

11.3      Additional right of prepayment and cancellation

(a)       If either Obligor is required to pay any amount to a Bank under
          Clause 14 (Taxes) or Clause 16 (Increased costs), the Borrower
          may, whilst the circumstances giving rise to the requirement
          continue, serve a notice of prepayment and cancellation on that
          Bank through the Agent. On the date falling 5 Business Days after
          the date of service of the notice:-


                                          20

          (i)   the Borrower shall prepay that Bank's participation in all the
                Loans together with all other amounts payable by it to that Bank
                under this Agreement;

          (ii)  the Borrower in respect of each outstanding Instrument shall pay
                cash cover to that Bank in an amount equal to that Bank's
                Liability Proportion of the face amount of that Instrument; and

          (iii) the Bank's Commitment shall be cancelled on the date of service
                of the notice.

(b)       The Borrower may, by giving not less than 3 Business Days' prior 
          notice and subject to Clause 26.2(c) (Other Indemnities) prepay any 
          Loan in whole or in part (but, if in part, in an integral multiple of
          100,000 British Pounds) on any Business Day whether or not that day 
          is a Repayment Date for that Loan.

11.4      Miscellaneous provisions

(a)       Any notice of prepayment and/or cancellation under this Agreement is
          irrevocable. The Agent shall notify the Banks promptly of receipt of
          any such notice.

(b)       All prepayments under this Agreement shall be made together with
          accrued interest on the amount prepaid.

(c)       No prepayment or cancellation is permitted except in accordance with
          the express terms of this Agreement.

(d)       No amount prepaid under this Agreement may subsequently be 
          re-borrowed.  No amount of the Total Commitments cancelled under this
          Agreement may subsequently be reinstated.

11.5      Mitigation

          If circumstances arise in respect of a Bank which would, or would upon
          the giving of notice, result in:-

          (a)   the Borrower being obliged to pay to that Bank an amount under
                Clause 14 (Taxes) or 16 (Increased costs); or

          (b)   the provisions of Clause 15 (Market disruption) applying;

          (c)   the operation of Clause 17 (Illegality) in relation to that 
                Bank; or

          (d)   the provisions of Clause 14.3(b) applying to that Bank,

          then, without in any way limiting, reducing or otherwise qualifying 
          the Borrower's obligations under those Clauses but subject to the
          Borrower's rights under Clause 11.3 (Additional right of prepayment 
          and cancellation), the relevant Bank shall, after consultation with 
          the Agent and the Borrower, endeavour to take such reasonable steps as
          may be reasonably open to it to mitigate or remove those 
          circumstances, including (without limitation) the transfer of its 
          rights and obligations under the Finance Documents to another bank or
          financial institution acceptable to the Borrower or changing its 
          Facility Office.  However, nothing in this Agreement shall oblige any
          Bank to agree to or take any such steps or otherwise to act in any way
          which might (in the opinion of the Bank) be prejudicial to that Bank 
          or inconsistent with any of its banking policies, or to disclose any 
          information as to its banking policies 


                                          21

          or any other matters which it regards as confidential or commercially
          sensitive.

12.       INTEREST AND INSTRUMENT FEES

12.1      Interest rate

          The rate of interest on each Loan for its Term is the rate per annum
          determined by the Agent to be the aggregate of the applicable:-

          (a) Margin;

          (b) LIBOR; and

          (c) MLA Cost.

12.2      Due dates

          Except as otherwise provided in this Agreement, accrued interest on
          each Loan is payable by the Borrower on its Repayment Date and also, 
          in the case of a Loan with a Term longer than 6 months, on the 
          date falling 6 months after its Drawdown Date.

12.3      Instrument Fee

          (a)  The Borrower shall, in respect of each Instrument pay an
               Instrument fee to the Agent (for the Banks pro rata to their
               respective maximum liabilities under the relevant Instrument
               computed at a rate per annum equal to the applicable Margin (as
               at the date the fee is payable) on the daily outstanding face
               amount for the time being).

          (b)  The Instrument fee in respect of each Instrument is payable
               quarterly in arrear on the last day of each fee period for that
               Instrument.  The first fee period for an Instrument shall begin
               on its Drawdown Date and end immediately before the next Fee
               Payment Date, and each succeeding fee period for that Instrument
               shall begin on the expiry of the immediately preceding period and
               end immediately before the next Fee Payment Date.

          (c)  The Borrower shall, in respect of each Instrument, pay an up-
               front Instrument fee to the Issuing Bank (for its own account
               exclusively) on the Drawdown Date for that Instrument of 0.25%
               flat on the face amount of that Instrument.

12.4      Default interest

(a)       If an Obligor fails to pay any amount payable by it under this
          Agreement, it shall forthwith on demand by the Agent pay interest on
          the overdue amount from the due date up to the date of actual payment,
          as well after as before judgment, at a rate (the "default rate")
          determined by the Agent to be 1 per cent. per annum above the higher
          of:-

          (i)   the rate on the overdue amount under Clause 12.1 (Interest rate)
                immediately before the due date (if of principal); and


                                                  22

          (ii)  the rate which would have been payable if the overdue amount 
                had, during the period of non-payment, constituted a Loan in 
                the currency of the overdue amount for such successive Terms of 
                such duration as the Agent may determine (each a "Designated 
                Term").

(b)       The default rate will be determined on each Business Day or the first
          day of the relevant Designated Term, as appropriate.

(c)       If the Agent determines that deposits in the currency of the overdue
          amount are not at the relevant time being made available by the
          Reference Banks to leading banks in the London interbank market, the
          default rate will be determined by reference to the cost of funds to
          the Agent from whatever sources it selects.

(d)       Default interest will be compounded at the end of each Designated 
          Term.

12.5      Notification of rates of interest

          The Agent shall promptly notify each relevant Party of the
          determination of a rate of interest under this Agreement.

13.       PAYMENTS

13.1      Place

          All payments by an Obligor or a Bank under this Agreement shall be 
          made to the Agent to its account at such office or bank as it may 
          notify to that Obligor or Bank for this purpose.

13.2      Funds

          Payments under this Agreement to the Agent shall be made for value on
          the due date at such times and in such funds as the Agent may specify
          to the Party concerned as being customary at the time for the
          settlement of transactions in Sterling.

13.3      Distribution

(a)       Each payment received by the Agent under this Agreement for another
          Party shall, subject to paragraphs (b) and (c) below, be made 
          available by the Agent to that Party by payment (on the date and in 
          the currency and funds of receipt) to its account with such bank in 
          the principal financial centre of the country of the relevant currency
          as it may notify to the Agent for this purpose by not less than 5 
          Business Days' prior notice.

(b)       The Agent may apply any amount received by it for an Obligor in or
          towards payment (on the date and in the currency and funds of receipt)
          of any amount due from an Obligor under this Agreement or in or 
          towards the purchase of any amount of any currency to be so applied.

(c)       Where a sum is to be paid under this Agreement to the Agent for the
          account of another Party, the Agent is not obliged to pay that sum to
          that Party until it has established that it has actually received that
          sum. The Agent may, however, assume that the sum has been paid to it 
          in accordance with this Agreement and, in reliance on that assumption,
          make available to that Party a corresponding amount. If the sum has 
          not been made available but the Agent has paid a corresponding 
          amount to another Party, that Party shall forthwith on demand 
          refund the


                                                       23

          corresponding amount to the Agent together with interest on that 
          amount from the date of payment to the date of receipt, calculated at
          a rate determined by the Agent to reflect its cost of funds.

13.4      Currency

(a)       Amounts payable in respect of costs, expenses, taxes and the like are
          payable in the currency in which they are incurred.

(b)       Any other amount payable under this Agreement is, except as otherwise
          provided in this Agreement, payable in Sterling.

13.5      Set-off and counterclaim

          All payments made by an Obligor under this Agreement shall be made
          without set-off or counterclaim.

13.6      Non-Business Days

(a)       If a payment under this Agreement is due on a day which is not a
          Business Day, the due date for that payment shall instead be the next
          Business Day in the same calendar month (if there is one) or the
          preceding Business Day (if there is not).

(b)       During any extension of the due date for payment of any principal 
          under this Agreement interest is payable on the principal at the rate
          payable on the original due date.

13.7      Partial payments

(a)       If the Agent receives a payment insufficient to discharge all the
          amounts then due and payable by the Obligors under this Agreement, the
          Agent shall apply that payment towards the obligations of the Obligors
          under this Agreement in the following order:-

          (i)    first, in or towards payment pro rata of any unpaid costs and
                 expenses of the Agent under this Agreement;

          (ii)   secondly, in or towards payment pro rata of any accrued fees 
                 due but unpaid under Clause 23.1 (Commitment and Facility fee) 
                 and Clause 12.3 (Instrument fee);

          (iii)  thirdly, in or towards payment pro rata of any accrued interest
                 due but unpaid under this Agreement;

          (iv)   fourthly, in or towards payment pro rata of any principal due 
                 but unpaid under this Agreement; and

          (v)    fifthly, in or towards payment pro rata of any other sum due 
                 but unpaid under this Agreement.

(b)       The Agent shall, if so directed by all the Banks, vary the order set
          out in sub-paragraphs (a)(ii) to (v) above.

(c)       Paragraphs (a) and (b) above shall override any appropriation made by
          an Obligor.







                                         24

14.       TAXES

14.1      Gross-up

          All payments by an Obligor under the Finance Documents shall be made
          without any deduction and free and clear of and without deduction for
          or on account of any taxes, except to the extent that the Obligor is
          required by law to make payment subject to any taxes. If any tax or
          amounts in respect of tax must be deducted, or any other deductions
          must be made, from any amounts payable or paid by an Obligor, or paid
          or payable by the Agent to a Bank, under the Finance Documents, the
          Obligor shall pay such additional amounts as may be necessary to 
          ensure that the relevant Bank receives a net amount equal to the full
          amount which it would have received had payment not been made subject
          to tax.

14.2      Tax receipts

          All taxes required by law to be deducted or withheld by an Obligor 
          from any amounts paid or payable under the Finance Documents shall be
          paid by the relevant Obligor when due and the Obligor shall, within 
          15 days of the payment being made, deliver to the Agent for the 
          relevant Bank evidence satisfactory to that Bank (including all 
          relevant tax receipts) that the payment has been duly remitted to the
          appropriate authority.

14.3      Qualifying Banks

(a)       Subject to paragraph (b) below, if, a Bank is not or ceases to be a
          Qualifying Bank, no Obligor will be liable to pay to that Bank under
          Clause 14.1 (Gross-up) any amount in respect of taxes levied or 
          imposed by the U.K. or any taxing authority of or in the U.K. in 
          excess of the amount it would have been obliged to pay if that Bank 
          had been or had not ceased to be a Qualifying Bank.

(b)       Paragraph (a) does not apply if a Bank ceases to be a Qualifying Bank
          as a result of the introduction of, change in, or any change in the
          interpretation, administration or application of, any law or 
          regulation or any practice or concession of the U.K. Inland Revenue 
          occurring after the date of this Agreement.

15.       MARKET DISRUPTION

(a)       If, in relation to any proposed Loan:

          (i)   the Agent determines that adequate and fair means do not exist
                for ascertaining the applicable LIBOR; or

          (ii)  the Agent receives notification from Banks whose participations
                in a Loan exceed 50 per cent. of that Loan that, in their
                opinion:-

                (A)  matching deposits may not be available to them in the
                     London interbank market in the ordinary course of business
                     to fund their participations in that Loan for the relevant
                     Term; or

                (B)  the cost to them of matching deposits in the London
                     interbank market would be in excess of the relevant LIBOR,






                                                25

                     the Agent shall promptly notify the Borrower and the 
                     relevant Banks of the fact and that this Clause 15 is in 
                     operation.

(b)       After any notification under paragraph (a) above:-

          (i)   the Loan shall be made on the requested Drawdown Date;

          (ii)  within 5 Business Days of receipt of the notification, the
                Borrower and the Agent shall enter into negotiations for a 
                period of not more than 30 days with a view to agreeing an 
                alternative basis for determining the rate of interest and/or 
                funding applicable to that Loan;

          (iii) any alternative basis agreed under paragraph (ii) above with the
                prior consent of all the Banks shall be binding on all the
                Parties;

          (d)   if no alternative basis is agreed, each Bank shall (through the
                Agent) certify, on or before the last day of the Interest Period
                to which the notification relates, an alternative basis for
                maintaining its participation in that Loan;

          (e)   any such alternative basis may include an alternative method of
                fixing the interest rate and alternative Interest Periods but it
                must reflect the cost to the Bank of funding its participation 
                in the Loan from whatever sources it may select plus the Margin
                plus any MLA Cost; and

          (e)   each alternative basis so certified shall be binding on the
                Obligors and the certifying Bank and treated as part of this
                Agreement.

          If any alternative basis applies under the above provisions for the
          time being, the Agent will, at the Borrower's request, consult with 
          the Borrower when, and for so long as is, reasonable with a view to
          reverting to the normal basis for the calculation of interest.

16.       INCREASED COSTS

16.1      Increased costs

(a)       Subject to Clause 16.2 (Exceptions), the Borrower shall forthwith on
          demand by a Finance Party pay that Finance Party the amount of any
          increased cost incurred by it or any of its Affiliates as a result of
          the introduction of, or any change in (or in the interpretation or
          application of) any law or regulation (including any relating to
          taxation or reserve asset, special deposit, cash ratio, liquidity or
          capital adequacy requirements or any other form of banking or monetary
          control).

(b)       In this Agreement "increased cost" means:-

          (i)   an additional cost incurred by a Finance Party or any of its
                Affiliates as a result of it having entered into, or performing,
                maintaining or funding its obligations under, this Agreement; or

          (ii)  that portion of an additional cost incurred by a Finance Party 
                or any of its Affiliates in making, funding or maintaining all 
                or any advances or credits comprised in a class of 


                                                  26

                advances or credits formed by or including the participations in
                the Loansmade or to be made, or in the Instruments issued or to
                be issued, or in the Instruments issued or to be issued, under
                this Agreement as is attributable to it making, funding or
                maintaining those participations; or

          (iii) a reduction in any amount payable to a Finance Party or the
                effective return to a Finance Party or any of its Affiliates
                under this Agreement or on its capital; or

           (iv) the amount of any payment made by a Finance Party or any of its
                Affiliates, or the amount of interest or other return foregone 
                by a Finance Party or any of its Affiliates, calculated by 
                reference to any amount received or receivable by a Finance 
                Party from any other Party under this Agreement.

16.2       Exceptions

           Clause 16.1 (Increased costs) does not apply to any increased cost:-

           (a)  compensated for by the payment of the MLA Cost;

           (b)  compensated for by the operation of Clause 14 (Taxes);

           (c)  attributable to any change in the rate of tax on the overall net
                income of a Bank (or the overall net income of a division or
                branch of the Bank) imposed in the jurisdiction in which its
                principal office or Facility Office is situate.

17.        ILLEGALITY

           If it is or becomes unlawful in any jurisdiction for a Bank or the
           Issuing Bank to give effect to any of its obligations as contemplated
           by this Agreement or to fund or maintain its participation in any
           Credit, then:-

           (a)   the Bank or (as appropriate) the Issuing Bank may notify the
           Borrower through the Agent accordingly; and

           (b)   (i)   the Borrower shall forthwith prepay that Bank's
                       participation in all the Loans together with all other
                       amounts payable by it to that Bank under this Agreement; 

                 (ii)  the Borrower in respect of each outstanding Instrument
                       shall pay cash cover to that Bank in an amount equal to
                       that Bank's Liability Proportion of the face amount of 
                       that Instrument; and

                 (iii) the Bank's Commitment or (as appropriate) the Issuing
                       Bank's obligation to issue any Instrument shall be
                       cancelled.

18.       GUARANTEE

18.1      Guarantee

          The Guarantor irrevocably and unconditionally:-




                                     27

          (a)  as principal obligor, guarantees to each Finance Party prompt
               performance by the Borrower of all its obligations under the
               Finance Documents;

          (b)  undertakes with each Finance Party that whenever the Borrower
               does not pay any amount when due under or in connection with any
               Finance Document, the Guarantor shall forthwith on demand by the
               Agent pay that amount as if the Guarantor instead of the Borrower
               were expressed to be the principal obligor; and

          (c)  indemnifies each Finance Party on demand against any loss or
               liability suffered by it if any obligation guaranteed by the
               Guarantor is or becomes unenforceable, invalid or illegal.

18.2      Continuing guarantee

          This guarantee is a continuing guarantee and will extend to the
          ultimate balance of all sums payable by the Borrower under the Finance
          Documents, regardless of any intermediate payment or discharge in 
          whole or in part.

18.3      Reinstatement

(a)       Where any discharge (whether in respect of the obligations of either
          Obligor or any security for those obligations or otherwise) is made in
          whole or in part or any arrangement is made on the faith of any
          payment, security or other disposition which is avoided or must be
          restored on insolvency, liquidation or otherwise without limitation,
          the liability of the Guarantor under this Clause 18 (Guarantee) shall
          continue as if the discharge or arrangement had not occurred.

(b)       Each Finance Party may concede or compromise any claim that any
          payment, security or other disposition is liable to avoidance or
          restoration.

18.4      Waiver of defences

          The obligations of the Guarantor under this Clause 18 (Guarantee) will
          not be affected by any act, omission, matter or thing which, but for
          this provision, would reduce, release or prejudice any of its
          obligations under this Clause 18 (Guarantee) or prejudice or diminish
          those obligations in whole or in part, including (whether or not known
          to it or any Finance Party):-

          (a)  any time or waiver granted to, or composition with, the Borrower
               or other person;

          (b)  the taking, variation, compromise, exchange, renewal or release
               of, or refusal or neglect to perfect, take up or enforce, any
               rights against, or security over assets of, the Borrower or other
               person or any non-presentation or non-observance of any formality
               or other requirement in respect of any instrument or any failure
               to realise the full value of any security;

          (c)  any incapacity or lack of powers, authority or legal personality
               of or dissolution or change in the members or status of the
               Borrower or any other person;

          (d)  any variation (however fundamental) or replacement of a Finance
               Document or any other document or security so that references to
               that Finance Document in this Clause 18 (Guarantee) shall include
               each variation or replacement;


                                                          28

          (e)  any unenforceability, illegality or invalidity of any obligation
               of any person under any Finance Document or any other document or
               security, to the intent that the Guarantor's obligations under
               this Clause 18 (Guarantee) shall remain in full force and its
               guarantee be construed accordingly, as if there were no
               unenforceability, illegality or invalidity;

          (f)  any postponement, discharge, reduction, non-provability or other
               similar circumstance affecting any obligation of the Borrower
               under a Finance Document resulting from any insolvency,
               liquidation or dissolution proceedings or from any law,
               regulation or order so that each such obligation shall for the
               purposes of the Guarantor's obligations under this Clause 18
               (Guarantee) shall be construed as if there were no such
               circumstance.

18.5      Immediate recourse

          The Guarantor waives any right it may have of first requiring any
          Finance Party (or any trustee or agent on its behalf) to proceed
          against or enforce any other rights or security or claim payment from
          any person before claiming from the Guarantor under this Clause 18
          (Guarantee).

18.6      Appropriations

          Until all amounts which may be or become payable by the Obligors under
          or in connection with the Finance Documents have been irrevocably paid
          in full, each Finance Party (or any trustee or agent on its behalf)
          may:-

          (a)  refrain from applying or enforcing any other moneys, security or
               rights held or received by that Finance Party (or any trustee or
               agent on its behalf) in respect of those amounts, or apply and
               enforce the same in such manner and order as it sees fit (whether
               against those amounts or otherwise) and the Guarantor shall not
               be entitled to the benefit of the same; and

          (b)  hold in a suspense account any moneys received from the Guarantor
               or on account of the Guarantor's liability under this Clause 18
               (Guarantee), without liability to pay interest on those moneys.

18.7      Non-competition

          Until all amounts which may be or become payable by the Borrower under
          or in connection with the Finance Documents have been irrevocably paid
          in full, the Guarantor shall not, after a claim has been made or by
          virtue of any payment or performance by it under this Clause 18
          (Guarantee):-

          (a)  be subrogated to any rights, security or moneys held, received or
               receivable by any Finance Party (or any trustee or agent on its
               behalf) or be entitled to any right of contribution or indemnity
               in respect of any payment made or moneys received on account of
               the Guarantor's liability under this Clause 18 (Guarantee);

           (b) claim, rank, prove or vote as a creditor of the Borrower or its
               estate in competition with any Finance Party (or any trustee or
               agent on its behalf); or


                                             29

          (c)  receive, claim or have the benefit of any payment, distribution
               or security from or on account of the Borrower, or exercise any
               right of set-off as against the Borrower.

          The Guarantor shall hold in trust for and forthwith pay or transfer to
          the Agent for the Finance Parties any payment or distribution or
          benefit of security received by it contrary to this Clause 18.7.

18.8      Additional security

          This guarantee is in addition to and is not in any way prejudiced by
          any other security now or hereafter held by any Finance Party.

19.       REPRESENTATIONS AND WARRANTIES

19.1      Representations and warranties

          The Borrower makes the representations and warranties set out in
          Clauses 19.1, 19.2, 19.10, 19.11, 19.12(a)(i) and 19.12(b)(i) to each
          Finance Party.  The Guarantor makes all of the representations and
          warranties set out in this Clause 19 to each Finance Party.

19.1      Corporate Existence and Power

          Each Obligor and its Subsidiaries is a corporation duly incorporated,
          validly existing and in good standing under the laws of the
          jurisdiction of its incorporation and is duly qualified as a foreign
          corporation in each jurisdiction in the United States of America in
          which the conduct of its operations or the ownership of its properties
          requires such qualification and failure so to qualify would materially
          and adversely affect the Guarantor and its Subsidiaries taken as a
          whole.  All of such corporations have all requisite corporate power to
          own their properties and to carry on their businesses, considered as a
          whole, substantially as now owned and as now being conducted.  Each
          Obligor has full power, authority and legal right to execute and
          deliver this Agreement, to perform and observe the terms and 
          provisions hereof and thereof, and (in the case of the Borrower) to 
          borrow hereunder.

19.2      Corporate Authority

          The making and performance by each Obligor of this Agreement have been
          duly authorised by all necessary corporate action and do not and will
          not violate the provisions of any applicable law or regulation or of
          the certificate of incorporation or by-laws of that Obligor or any
          Subsidiary of that Obligor or any order of any court, regulatory body
          or arbitration tribunal and do not and will not result in the breach
          of, or constitute a default or require any consent under, or create 
          any lien, charge or encumbrance upon any property or assets of that 
          Obligor or any Subsidiary of that Obligor pursuant to, any indenture 
          or other agreement or instrument to which that Obligor or any 
          Subsidiary of that Obligor is a party or by which that Obligor or any 
          Subsidiary of that Obligor or its property may be bound or affected. 
          The making of this Agreement does not require, for the validity or 
          enforceability thereof, any filing with, or consent or approval of, 
          any state or federal agency or regulatory authority.  This Agreement 
          constitutes, the legal, valid and binding obligations of that Obligor,
          enforceable against that Obligor in accordance with their respective 
          terms.


                                               30

19.3      Litigation

          There are no suits, proceedings, or actions at law or in equity or by
          or before any governmental commission, board, bureau or other
          administration agency, pending or, to the knowledge of the Guarantor
          threatened against the Guarantor or any of its Subsidiaries or
          affecting the Guarantor or any of its Subsidiaries, which, in the
          opinion of the Guarantor, either (i) are likely to have a material
          adverse effect on the financial condition or business of the Guarantor
          and its Subsidiaries taken as a whole or (ii) will have an effect on
          the enforceability or validity of this Agreement.

19.4      Taxes

          The Guarantor and each Domestic Subsidiary of the Guarantor has filed
          (or has obtained extensions of the time by which it is required to
          file) all tax returns which are required to be filed and are material
          to the business, operations or financial position of the Guarantor and
          its Subsidiaries taken as a whole, and has paid all taxes shown due
          pursuant to such returns or pursuant to any assessment received by the
          Guarantor or any Domestic Subsidiary of the Guarantor, except such
          taxes, if any, as are being contested in good faith and as to which, 
          in the opinion of the Guarantor, adequate reserves have been 
          provided.  The Guarantor does not know of any proposed tax assessment
          against it or any Domestic Subsidiary of the Guarantor or of any basis
          for one, except to the extent any such assessment has been, in the 
          opinion of the Guarantor, adequately provided for in the 
          consolidated tax reserves of the Guarantor and its Subsidiaries.

19.5      ERISA

          The Guarantor and each member of the Controlled Group (a) has 
          fulfilled its obligations under the minimum funding standards of ERISA
          and the Code with respect to each Plan and (b) is in compliance in all
          material respects with the presently applicable provisions of ERISA 
          and, with respect to Plans, the Code.

19.6      Financial Condition

          The consolidated balance sheet of the Guarantor and its Subsidiaries
          and consolidated statements of income, retained earnings and changes 
          in financial position of the Guarantor and its Subsidiaries most 
          recently furnished to the Agent and certified by Coopers & Lybrand, 
          independent certified public accountants, fairly present the 
          consolidated financial position of the Guarantor and its Subsidiaries
          as at the date thereof, and the consolidated results of operations of
          the Guarantor and its Subsidiaries for the period indicated, all in 
          accordance with generally accepted accounting principles consistently
          applied.  There has been no material adverse change in the 
          consolidated operations or condition, financial or otherwise, of the 
          Guarantor and its Subsidiaries considered as a whole, since the date 
          to which those accounts were drawn up.

19.7      Investment Company

          The Guarantor is not required to be registered under the United States
          Investment Company Act of 1940, as amended.


                                             31

19.8      Environmental Matters

          In the ordinary course of its business, the Guarantor conducts
          appropriate reviews of the effect of Environmental Laws on the
          business, operations and properties of the Guarantor and its
          Subsidiaries, in the course of which it identifies and evaluates
          pertinent liabilities and costs (including, without limitation, 
          capital or operating expenditures required for clean-up or closure of
          properties presently or previously owned or for the lawful operation 
          of its current facilities, required constraints or changes in 
          operating activities, and evaluation of liabilities to third parties,
          including employees, together with pertinent costs and expenses).  
          On the basis of this review, the Guarantor has reasonably concluded 
          that Environmental Laws are not likely to have a material adverse 
          effect on the business, financial position or results of operations 
          of the Guarantor and its Consolidated Subsidiaries, considered as a 
          whole.

19.9      Compliance with Laws

          The Guarantor complies, and has caused each of its Subsidiaries 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 (i) the necessity of
          compliance therewith is contested in good faith by appropriate
          proceedings, (ii) no officer of the Guarantor is aware that the
          Guarantor or the relevant Subsidiary has failed to comply therewith or
          (iii) the Guarantor has reasonably concluded that failure to comply is
          not likely to have a material adverse effect on the business, 
          financial position or results of operations of the Guarantor and its 
          Consolidated Subsidiaries, taken as a whole.

19.10     No immunity

          In any proceedings taken in its jurisdiction of incorporation (and, in
          the case of the Guarantor, the federal courts of the United States) in
          relation to any Finance Document, no Obligor will be entitled to claim
          for itself or any of its assets immunity from suit, execution,
          attachment or other legal process.

19.11     Governing law

          In any proceedings taken in its jurisdiction of incorporation (and, in
          the case of the Guarantor, the federal courts of the United States) in
          relation to this Agreement, the choice of English law as the governing
          law of this Agreement and any judgment obtained in England will be
          recognised and enforced.

19.12     No default

(a)       In respect of a Credit other than a Refunding Loan:-

          (i)   No Default is outstanding or would result from the drawing of 
                any Credit; and

          (ii)  no other event is outstanding which constitutes (or, with the
                giving of notice, lapse of time, determination of materiality or
                the fulfilment of any other applicable condition or any
                combination of the foregoing, might constitute) a default under
                any document which is binding on the Guarantor or any of its
                Subsidiaries or any asset of the Guarantor or any of its
                Subsidiaries to an extent or in a manner which would have a
                material adverse effect on the business or financial condition 
                of the Guarantor and its 


                                             32

                consolidated Subsidiaries taken as a whole or on the ability of
                either Obligor to perform its obligations under this Agreement.

          (b)   In respect of a Refunding Loan no Event of Default is 
                outstanding or would result from the making of any Refunding 
                Loan. 

19.13     Times for making representations and warranties

          The representations and warranties set out in this Clause 19
          (Representations and warranties):-

          (a)   are made on the date of this Agreement; and

          (b)   are deemed to be repeated by each Obligor on the date of each
                Request and each Drawdown Date with reference to the facts and
                circumstances then existing (except, in the case of a Refunding
                Loan, the representations and warranties set out in Clause 19.3,
                Clause 19.4, Clause 19.5(a), the last sentence of Clause 19.6,
                Clause 19.8 and Clause 19.9).

20.       UNDERTAKINGS

20.1      Duration

(a)       The undertakings in this Clause 20 (Undertakings) remain in force from
          the date of this Agreement for so long as any amount is or may be
          outstanding under this Agreement or any Commitment is in force.

(b)       The Borrower undertakes to observe or perform the undertakings
          contained in Clauses 20.2 and 20.10.  The Guarantor undertakes to
          observe or perform all of the undertakings set out in this Clause 20.

20.2      Preservation of Corporate Existence

          Each Obligor will preserve and maintain its corporate existence, and
          qualify and remain qualified as a validly existing corporation in good
          standing in each jurisdiction in which the conduct of its operations 
          or the ownership of its properties requires such qualification, and
          failure so to qualify would materially and adversely affect that
          Obligor and its Subsidiaries taken as a whole.

20.3      Periodic Reports

          The Guarantor will furnish to the Agent in sufficient copies for all
          the Banks:

          (a)   Within 60 days after the end of each of the first three fiscal
                quarters of the Guarantor, the quarterly consolidated financial
                statements of the Guarantor and its Consolidated Subsidiaries
                including the consolidated balance sheet of the Guarantor and 
                its Consolidated Subsidiaries as of the end of such quarter,
                consolidated statements of income of the Guarantor and its
                Consolidated Subsidiaries for such quarter and consolidated
                statements of income and cash flow for the period from the
                beginning of the Guarantor's then fiscal year to the end of such
                quarter, unaudited but certified as presenting in all material
                respects the financial position of the Guarantor and its
                Consolidated Subsidiaries and the results of their operations in
                accordance with 


                                                      33

                generally accepted accounting principles (subject to year-end
                adjustments) by the President, the Chief Financial Officer, the
                Chief Accounting Officer or the Treasurer of the Guarantor.

          (b)   Within 120 days after the end of each fiscal year of the
                Guarantor, the consolidated balance sheet of the Guarantor and
                its Consolidated Subsidiaries as of the end of such fiscal year
                and the consolidated statements of income and cash flow of the
                Guarantor and its Consolidated Subsidiaries for such fiscal 
                year, all in reasonable detail and accompanied by an opinion 
                thereon by independent certified public accountants of 
                recognised standing stating that such consolidated financial 
                statements present fairly the financial position of the 
                Guarantor and its Consolidated Subsidiaries and the results of 
                their operations in conformity with generally accepted 
                accounting principles.

           (c)  Simultaneously with the delivery of each set of financial
                statements referred to in subsections (a) and (b) above, and in
                addition, with respect to clause (iii) of this subsection, 
                within 90 days after the end of each fourth fiscal quarter of 
                the Guarantor, a certificate of the President, Chief Financial
                Officer, Chief Accounting Officer or Treasurer of the Guarantor
                (i) setting forth in reasonable detail the calculations required
                to establish whether the Guarantor was in compliance with the
                requirements of Clauses 20.4 to 20.8, inclusive, on the date of
                such financial statements, (ii) stating, to the best of his
                knowledge, whether any Default exists on the date of such
                certificate and, if any Default exists, setting forth the 
                details thereof and the action which the Guarantor is taking or
                proposes to take with respect thereto, and (iii) setting forth
                in reasonable detail the calculation of the Leverage Ratio and 
                the Interest Coverage Ratio, as of the end of the applicable 
                fiscal quarter of the Guarantor, and setting forth the Margin, 
                and the margins for the fees set forth in Clauses 23.1(a) and 
                (b) hereof commencing with the Agent's receipt of the 
                certificate.

          (d)   As soon as practical, and in any event within 30 days after it 
                is filed with the Securities and Exchange Commission, copies of 
                all such financial statements and reports as it shall send to 
                its security holders and of all final prospectuses under the
                Securities Act of 1933, as amended, relating to underwritten
                public offerings of debt or equity securities of the Guarantor,
                reports on forms 10-Q, 10-K and 8-K and all similar regular and
                periodic reports filed by it with the Securities and Exchange
                Commission.

          (e)   From time to time, such other information regarding the 
                financial position or business of the Guarantor as the Agent,  
                at the direction of any Bank, may reasonably request.  Such 
                information shall be furnished promptly after any such request.

20.4      Limitations on Debt of Consolidated Subsidiaries

(a)       The Guarantor will not at any time suffer or permit any
          Consolidated Subsidiary to create, incur, issue, guarantee or
          assume any Debt if, immediately after giving effect thereto, the
          aggregate outstanding amount (determined at that time) of Debt of
          all Consolidated Subsidiaries (other than Debt owed to the
          Guarantor or one or more other Consolidated Subsidiaries) would
          be greater than 15% of the maximum aggregate amount of Debt of
          the Guarantor and its Consolidated Subsidiaries which may then be
          outstanding without causing a violation of Clause 20.6 hereof.

(b)       For purposes of the limitations provided in, and computations
          under, this Clause 20.4, (i) when a corporation which is not
          currently a Consolidated Subsidiary becomes a Consolidated


                                         34

          Subsidiary it shall be deemed to create at such time all the Debt
          it has outstanding immediately after such time (provided that, if
          after giving effect to this clause (i), the aggregate outstanding
          amount of Debt of all Consolidated Subsidiaries (other than Debt
          owed to the Guarantor or one or more other consolidated
          Subsidiaries) would be greater than 15% but less than 30% of the
          maximum aggregate amount of all Debt of the Guarantor and its
          Consolidated Subsidiaries which may then be outstanding without
          causing a violation of Clause 20.6 hereof, this clause (i) shall
          not apply at the time such corporation becomes a Consolidated
          Subsidiary, but such corporation shall be deemed to create on the
          15th day after it becomes a Consolidated Subsidiary all the Debt
          it has outstanding on such 15th Day), (ii) the disposition (other
          than to a Consolidated Subsidiary or the Guarantor) by the
          Guarantor or a Subsidiary of capital stock of any Consolidated
          Subsidiary which holds Debt of the Guarantor or any other
          Consolidated Subsidiary so that the Consolidated Subsidiary
          ceases to be a Consolidated Subsidiary after such disposition
          shall be deemed the creation of such Debt, and (iii) the
          disposition (other than to a Consolidated Subsidiary or the
          Guarantor) of Debt of the Guarantor or any Consolidated
          Subsidiary by any Consolidated Subsidiary or the Guarantor shall
          be deemed the creation of such Debt.

(c)       The above limitation shall not prevent any Consolidated
          Subsidiary from creating, incurring, issuing, guaranteeing or
          assuming Debt for the purpose of extending, renewing or refunding
          not more than the principal amount of the Debt than outstanding
          of a Consolidated Subsidiary.

20.5      Interest Coverage Ratio

          The Guarantor will not permit the Interest Coverage Ratio at the end 
          of any financial quarter to be less than 2.0 to 1.0, with each such
          Interest Coverage Ratio at the end of any fiscal quarter to be 
          computed for the four consecutive fiscal quarterly periods then 
          ending as one computation period.

20.6      Leverage Ratio

          The Guarantor will not permit the Leverage Ratio at any time to exceed
          0.65 to 1.0.  The above limitation shall not prevent the Guarantor or
          any of its Consolidated Subsidiaries from creating, incurring, 
          issuing, guaranteeing or assuming Debt for the purpose of extending, 
          renewing or refunding not more than the principal amount of the Debt 
          then outstanding of the Guarantor or of a Consolidated Subsidiary.

20.7      Stockholder Equity                                          

          The Guarantor will not permit or suffer the Consolidated Stockholder
          Equity of the Guarantor and its Consolidated Subsidiaries at any time
          to be less than the sum of (a)  $170,000,000 plus (b) 75% of the
          amount, if any, by which increases in Consolidated Stockholder Equity
          of the Guarantor and its Consolidated Subsidiaries on or after 11th
          February, 1993 due to the sale or other disposition of stock issued by
          the Guarantor exceed decreases thereof on or after 11th February, 1993
          due to the acquisition or redemption of stock issued by the Guarantor,
          plus (c) the greater of (i) zero and (ii) 50% of the Consolidated Net
          Income of the Guarantor and its Consolidated Subsidiaries for each
          fiscal year subsequent to 31st December 1992 (excluding any fiscal 
          year in which Consolidated Net Income is negative), with such 
          adjustments pursuant to subsections (b) and (c) above to be made at 
          the end of each fiscal year of the Guarantor thereafter.  For purposes
          of this Section only, Consolidated Net Income for any relevant year 
          shall be deemed reduced by the amount of any dividends accrued or 
          declared with respect to preferred stock of the Guarantor during the 
          relevant fiscal year.


                                            35

20.8      Ratio of Funded Debt to Adjusted Operating Profit

          The Guarantor will not permit or suffer the ratio of (a) the
          Consolidated Funded Debt of the Guarantor and its Consolidated
          Subsidiaries to (b) the Consolidated Adjusted Operating Profit of the
          Guarantor and its Consolidated Subsidiaries, at any time to be greater
          than 4.0 to 1.0.  The above limitation shall not prevent the Guarantor
          or any of its Consolidated Subsidiaries from creating, incurring,
          issuing, guaranteeing or assuming Debt for the purpose of extending,
          renewing or refunding not more than the principal amount of the Debt
          then outstanding of the Guarantor or of a Consolidated Subsidiary.

20.9      Negative Pledge

          Neither the Guarantor nor any of the Guarantor's Consolidated
          Subsidiaries will create, assume or suffer to exist any Security
          Interest on any asset now owned or hereafter acquired by it, except:

          (a)  Security Interests existing on the date hereof securing Debt
               outstanding on the date hereof in an aggregate principal amount
               not exceeding $2,500,000;

          (b)  any Security Interest existing on any asset of any corporation at
               the time such corporation becomes a Consolidated Subsidiary and
               not created in contemplation of such event;

          (c)  any Security Interest on any asset securing Debt incurred or
               assumed for the purpose of financing all or any part of the cost
               of acquiring such asset (or acquiring a corporation or other
               entity  which owned such asset), provided that such Security
               Interest attaches to such asset concurrently with or within 90
               days after such acquisition;

          (d)  any Security Interest on any asset of any corporation existing at
               the time such corporation is merged or consolidated with or into
               the Guarantor or a Consolidated Subsidiary thereof and not
               created in contemplation of such event;

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

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

          (g)  any Security Interest in favour of the holder of Debt (or any
               Person acting for or on behalf of such holder) arising pursuant
               to any order of attachment, distraint or similar legal process
               arising in connection with court proceedings so long as the
               execution or other enforcement thereof is effectively stayed and
               the claims thereby are being contested in good faith by
               appropriate proceedings;

          (h)  Security Interests incidental to the normal conduct of its
               business or the ownership of its assets which (i) do not secure
               Debt and (ii) do not in the aggregate materially 


                                                     36

               detract (due to the United States Dollar amount of the liability
               secured by such Security Interests or otherwise) from the value
               of the assets of the Guarantor and the Guarantor's Consolidated
               Subsidiaries taken as a whole or in the aggregate materially
               impair the use thereof  in the operation of the business of the
               Guarantor and its Consolidated Subsidiaries taken as a whole;

          (i)  Security Interests on the assets of TriMas Fasteners, Inc.
               securing indebtedness of up to $5,000,000 to be incurred in
               connection with any proposed bond financing to be provided in
               conjunction with the Guarantor's Frankfort, Indiana expansion
               project;

          (j)  Security Interests on all shipping documents and instruments
               issued in connection with letter of credit transactions securing
               obligations incurred in connection with such letter of credit
               transactions; and

          (k)  Security Interests securing Debt which are not otherwise
               permitted by the foregoing paragraphs of this Clause; provided
               that (i) the aggregate outstanding principal amount of Debt
               secured by all such Security Interests on Current Assets shall
               not at any time exceed 15% of the Consolidated Current Assets of
               the Guarantor and its Consolidated Subsidiaries and (ii) the
               aggregate outstanding principal amount of Debt secured by all
               such Security Interests (including Security Interests referred to
               in subsection (i) of  this proviso) shall not at any time exceed
               the sum of (A) 25% of the Consolidated Current Assets of the
               Guarantor and its Consolidated Subsidiaries plus (B) 10% of the
               Consolidated Tangible Net Worth of the Guarantor and its
               Consolidated Subsidiaries;

           provided, however, that the restrictions set forth in this Clause 
           shall not apply to "margin stock" (as defined in Regulation U of the 
           Board of Governors of the United States Federal Reserve System), if 
           and to the extent that the value of the margin stock with respect to 
           which the rights of the Obligors and their Subsidiaries are 
           restricted by this Section would otherwise exceed 25% of the value of
           all assets with respect to which the rights of the Guarantor and its
           Subsidiaries are restricted by this Clause.

20.10      Merger, Consolidation, Sale of Assets

(a)        Neither Obligor will directly or indirectly sell, lease, transfer or
           otherwise dispose of all or substantially all of its assets other 
           than to the Guarantor (in the case of disposals by the Borrower) or 
           a Subsidiary of the Guarantor, or merge or consolidate with any other
           Person, unless the Obligor shall be the continuing or surviving
           corporation.

(b)        No disposition of assets, merger or consolidation referred to in
           paragraph (a) of this Clause shall be permitted if, immediately after
           giving effect thereto, a Default.

20.11      Notice of Events of Default

           The Guarantor will, within thirty (30) days after any officer of the
           Guarantor obtains knowledge of a Default, unless the same shall have
           been cured within such thirty-day period, give written notice thereof
           to the Agent, specifying the nature thereof, the period of existence
           thereof, and what action the Guarantor proposes to take with respect
           thereto.


                                                          37

20.12     Use of Proceeds

          None of the proceeds of the Loans made under this Agreement will be
          used in violation of any applicable law or regulation including,
          without limitation, Regulation U of the Board of Governors of the
          United States Federal Reserve System.

21.       DEFAULT

21.1      Events of Default

          Each of the events set out in Clauses 21.2 (Non-Payment) to 21.15
          (Ownership of the Borrower) (inclusive) is an Event of Default 
          (whether or not caused by any reason whatsoever outside the control of
          either Obligor or any other person).

21.2      Non-Payment

          (i) 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 on any Loan or any amount payable under Clause 12 (Interest
          and Instrument Fees) or (ii) the Borrower shall fail to pay within 
          five days of the due date thereof any commitment, facility or Agent's 
          fee payable under Clause 23 of this Agreement.

21.3      Certain Covenants

          The Borrower shall fail to observe or perform any undertaking 
          contained in Clauses 20.2 or 20.10 or the Guarantor shall fail to 
          observe or perform any undertaking contained in Clauses 20.2 or 20.4 
          to 20.11 inclusive.

21.4      Other Defaults

          Any Obligor shall fail to observe or perform any covenants or 
          agreement contained in this Agreement (other than those covered by 
          Clauses 21.2 or 21.3 above) for thirty (30) days after written notice
          thereof has been given to that Obligor by the Agent.

21.5      Misrepresentation

          Any representation or warranty of the Borrower to the Finance Parties
          contained in Clauses 19.1, 19.2, 19.10, 19.11 and 19.12(a)(i) or any
          representations or warranty of the Guarantor or any officer of the
          Guarantor to the Finance Parties contained herein, in any Guaranty or
          in any certificate, statement or report furnished to the Finance
          Parties hereunder shall prove to have been incorrect or misleading in
          any material respect on the date when made or deemed made provided
          that, if any representation and warranty deemed to have been made by
          either Obligors pursuant to Clause 4.2(a)(ii) in respect of a 
          Refunding Loan and Clause 19.12(b)(i) was incorrect solely by reason 
          of the existence of an Event of Default of which that Obligor was not
          aware when such representation and warranty was deemed to have been 
          made and which was cured before or promptly after that Obligor became
          aware thereof, then such representation and warranty shall be deemed 
          not to have been incorrect in any material respect.

21.6      Cross Default

          The Guarantor or any Significant Subsidiary thereof shall fail to pay
          at maturity, or within any applicable period of grace, any Debt (other
          than a Loan, or Acquired Debt in an aggregate 


                                                             38

          outstanding principal amount not exceeding $15,000,000) having an
          aggregate principal amount in excess of $5,000,000, and such failure
          has not been waived, or fail to observe or perform any term, covenant
          or agreement, contained in any agreement (other than this Agreement) 
          by which it is bound evidencing or securing indebtedness for borrowed
          money (other than Acquired Debt in an aggregate outstanding principal
          amount not exceeding $15,000,000) for such period of time as would
          cause or permit the holder or holders (or any Persons or entity acting
          for or on behalf of such holder or holders) thereof or of any
          obligations issued thereunder to accelerate the maturity thereof or of
          any such obligations, which aggregate more than $5,000,000 and such
          failure has not been waived.

21.7      Voluntary Insolvency Proceedings

          Either Obligor or any Significant Subsidiary thereof shall (i) apply
          for or consent to the appointment of a receiver, trustee, liquidator,
          administrator or administrative receiver of itself or of a significant
          portion of its assets; (ii) be unable or admit in writing its 
          inability or is deemed for the purposes of any law to be unable to pay
          its debts as they fall due; (iii) make a general assignment, 
          composition or arrangement for the benefit of creditors; (iv) be 
          adjudicated a bankrupt, insolvent or in administration; or (v) file a
          voluntary petition in bankruptcy or a petition or an answer seeking
          reorganisation or an arrangement with creditors or its administration
          or to take advantage of any insolvency law, or any answer admitting 
          the material allegations of a petition filed against it in any 
          bankruptcy, reorganisation, administration or insolvency proceedings 
          or a resolution of either the shareholders or the Board of Directors 
          of such corporation shall be adopted for the purpose of effecting any 
          of the foregoing.

21.8      Involuntary Insolvency Proceedings

          A proceeding shall be instituted without the application, approval or
          consent of either Obligor or any Significant Subsidiary thereof, in 
          any court of competent jurisdiction seeking, in respect of that 
          Obligor or such Significant Subsidiary, adjudication in bankruptcy, 
          dissolution, administration, winding up, reorganisation, a 
          composition, assignment or arrangement with creditors, a readjustment
          of debts, the appointment of a receiver, trustee, liquidator, 
          administrative receiver, administrator or the like of such corporation
          or a significant portion of its assets, or other like relief in 
          respect of such corporation under any insolvency or bankruptcy law, 
          and the same shall continue undismissed or unstayed and in effect for
          any period of sixty consecutive days.

21.9      Analogous Proceedings

          There occurs in relation to any Obligor or Significant Subsidiary
          thereof, any event which corresponds with any of those mentioned in
          Clauses 21.7 and 21.8.

21.10     Judgments

          Final judgments for the payment of money in excess of $1,000,000 in
          amount shall be rendered by a court of record against the Guarantor or
          any Significant Subsidiary thereof and the Guarantor or such
          Significant Subsidiary shall not discharge the same or provide for its
          discharge, or procure a stay of execution thereof, within sixty days
          from the date of entry thereof, and within said period of sixty days 
          or such longer period during which execution of such judgment shall 
          have been stayed, move to vacate said judgment or appeal therefrom 
          and 


                                                 39

          cause the execution thereof to be stayed pending determination of such
          motion or during such appeal.

21.11     ERISA

          The Guarantor or any member of the Controlled Group shall fail to pay
          when due an amount or amounts aggregating in excess of $1,000,000 
          which it shall have become liable to pay to the PBGC or to a Plan 
          under Title IV of ERISA; or notice of intent to terminate a Plan or 
          Plans having aggregate Unfunded Benefit Liabilities in excess of 
          $25,000,000 (collectively, a "Material Plan") shall be filed under 
          Title IV of ERISA by any member of the Controlled Group, any plan 
          administrator or any combination of the foregoing; or the PBGC shall
          institute proceedings under Title IV of ERISA to terminate 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.

21.12     Unlawfulness

          It is or becomes unlawful for the Guarantor to perform any of its
          obligations under the Finance Documents.

21.13     Guarantee

          The guarantee of the Guarantor is not effective or is alleged by the
          Guarantor to be ineffective for any reason.

21.14     Ownership of the Borrower

          The Borrower is not or ceases to be a wholly-owned Subsidiary of the
          Guarantor.

21.15     Acceleration

          On and at any time after the occurrence of an Event of Default the
          Agent may, and shall if so directed by the Majority Banks, by notice 
          to the Borrower:-

          (a)   cancel the Total Commitments; and/or

          (b)   demand that all or part of the Loans, together with accrued
                interest, and all other amounts accrued under this Agreement be
                immediately due and payable, whereupon they shall become
                immediately due and payable; and/or

          (c)   demand that all or part of the Loans be payable on demand,
                whereupon they shall immediately become payable on demand; 
                and/or

          (d)   require the Borrower in respect of each (or any) Instrument to
                pay cash cover to each Bank in an amount equal to that Bank's
                Liability Proportion of the Instrument and the Borrower shall
                immediately comply with such requirement, which shall 
                immediately constitute a liquidated and accrued debt due and 
                payment for the benefit of the relevant Bank; and/or

           (e)  prepay on behalf of the Borrower in respect of the relevant
                Instrument all or any part of the amounts which are the subject
                of each (or any) Instrument then outstanding and


                                                    40

                any such prepayment shall be treated as a payment made
                pursuant to a demand under the relevant Instrument for the
                purposes of Clause 9 (Counter-indemnity for Instruments) and 10
                (Banks' agreement to reimburse).

22.       THE AGENT and the issuing bank

22.1      Appointment and duties of the Agent

          Each Finance Party (other than the Agent) irrevocably appoints the
          Agent to act as its agent under and in connection with the Finance
          Documents, and irrevocably authorises the Agent on its behalf to
          perform the duties and to exercise the rights, powers and discretions
          that are specifically delegated to it under or in connection with the
          Finance Documents, together with any other incidental rights, powers
          and discretions. The Agent shall have only those duties which are
          expressly specified in this Agreement. Those duties are solely of a
          mechanical and administrative nature.

22.2      Relationship

          (a)   The relationship between the Agent and the other Finance Parties
                is that of agent and principal only. Nothing in this Agreement
                constitutes the Agent as trustee or fiduciary for any other 
                Party or any other person and the Agent need not hold in trust 
                any moneys paid to it for a Party or be liable to account for
                interest on those moneys.

          (b)   the relationship between the Issuing Bank and each Bank shall, 
                to the extent that any payment is made under an Instrument, be 
                that of the debtor and creditor only.  Nothing in the Finance
                Documents shall constitute the Issuing Banks, the agent, the
                trustee or the fiduciary of any or all of the Banks.

22.3      Majority Banks' directions

          The Agent will be fully protected if it acts in accordance with the
          instructions of the Majority Banks in connection with the exercise of
          any right, power or discretion or any matter not expressly provided 
          for in the Finance Documents. Any such instructions given by the 
          Majority Banks will be binding on all the Banks. In the absence of 
          such instructions the Agent may act as it considers to be in the best
          interests of all the Banks.

22.4      Delegation

          The Agent may act under the Finance Documents through its personnel 
          and agents.

22.5      Responsibility for documentation

          The Agent is not responsible to any other Party for:-

          (a)  the execution, genuineness, validity, enforceability or
               sufficiency of any Finance Document or any other document;

          (b)  the collectability of amounts payable under any Finance Document;
               or

          (c)  the accuracy of any statements (whether written or oral) made in
               or in connection with any Finance Document.


                                                  41

22.6      Default

(a)       The Agent is not obliged to monitor or enquire as to whether or not a
          Default has occurred. The Agent will not be deemed to have knowledge 
          of the occurrence of a Default. However, if the Agent receives notice
          from a Party referring to this Agreement, describing the Default and 
          stating that the event is a Default, it shall promptly notify the 
          Banks.

(b)       The Agent may require the receipt of security satisfactory to it
          whether by way of payment in advance or otherwise, against any
          liability or loss which it will or may incur in taking any proceedings
          or action arising out of or in connection with any Finance Document
          before it commences these proceedings or takes that action.

22.7      Exoneration

(a)       Without limiting paragraph (b) below, the Agent will not be liable to
          any other Party for any action taken or not taken by it under or in
          connection with any Finance Document, unless directly caused by its
          gross negligence or wilful misconduct.

(b)       No Party may take any proceedings against any officer, employee or
          agent of the Agent in respect of any claim it might have against the
          Agent or in respect of any act or omission of any kind (including
          negligence or wilful misconduct) by that officer, employee or agent in
          relation to any Finance Document.

22.8      Reliance

          The Agent may:-

          (a)  rely on any notice or document believed by it to be genuine and
               correct and to have been signed by, or with the authority of, the
               proper person;

          (b)  rely on any statement made by a director or employee of any
               person regarding any matters which may reasonably be assumed to
               be within his knowledge or within his power to verify; and

          (c)  engage, pay for and rely on legal or other professional advisers
               selected by it (including those in the Agent's employment and
               those representing a Party other than the Agent).

22.9      Credit approval and appraisal

          Without affecting the responsibility of either Obligor for information
          supplied by it or on its behalf in connection with any Finance
          Document, each Bank confirms that it:-

          (a)  has made its own independent investigation and assessment of the
               financial condition and affairs of each Obligor and its related
               entities in connection with its participation in this Agreement
               and has not relied exclusively on any information provided to it
               by the Agent in connection with any Finance Document; and

          (b)  will continue to make its own independent appraisal of the
               creditworthiness of each Obligor and its related entities while
               any amount is or may be outstanding under the Finance Documents
               or any Commitment is in force.


                                                       42

22.10     Information

(a)       The Agent shall promptly forward to the person concerned the original
          or a copy of any document which is delivered to the Facility Agent by 
          a Party for that person.

(b)       The Agent shall promptly supply a Bank with a copy of each document
          received by the Agent under Clause 4 (Conditions Precedent) upon the
          request and at the expense of that Bank.

(c)       Except where this Agreement specifically provides otherwise, the Agent
          is not obliged to review or check the accuracy or completeness of any
          document it forwards to another Party.

(d)       Except as provided above, the Agent has no duty:-

          (i)   either initially or on a continuing basis to provide any Bank
                with any credit or other information concerning the financial
                condition or affairs of either Obligor or any related entity of
                either Obligor whether coming into its possession or that of any
                of its related entities before, on or after the date of this
                Agreement; or

           (ii) unless specifically requested to do so by a Bank in accordance
                with this Agreement, to request any certificates or other
                documents from either Obligor.

22.11     The Agent and the Issuing Bank individually

(a)       If it is also a Bank, each of the Agent and the Issuing Bank has
          the same rights and powers under this Agreement as any other Bank
          and may exercise those rights and powers as though it were not
          the Agent or the Issuing Bank.

(b)       The Agent may:-

          (i)   carry on any business with an Obligor or its related
                entities;

          (ii)  act as agent or trustee for, or in relation to any
                financing involving, an Obligor or its related entities;
                and

          (iii) retain any profits or remuneration in connection with its
                activities under this Agreement or in relation to any of
                the foregoing.

22.12     Indemnities

(a)       Without limiting the liability of either Obligor under the Finance
          Documents, each Bank shall forthwith on demand indemnify the Agent for
          its proportion of any liability or loss incurred by the Agent in any
          way relating to or arising out of its acting as the Agent, except to
          the extent that the liability or loss arises directly from the Agent's
          gross negligence or wilful misconduct.

(b)       A Bank's proportion of the liability or loss set out in paragraph (a)
          above is the proportion which its participation in the Loans and
          instruments (if any) bear to all the Loans and Instruments on the date
          of the demand. If, however, there are no Loans or Instruments
          outstanding on the date of demand, then the proportion will be the
          proportion which its Commitment bears to the Total Commitments at the
          date of demand or, if the Total Commitments have been cancelled, bore
          to the Total Commitments immediately before being cancelled.


                                               43

(c)       The Borrower shall forthwith on demand reimburse each Bank for any
          payment made by it under paragraph (a) above.

22.13     Compliance

(a)       The Agent may refrain from doing anything which might, in its opinion,
          constitute a breach of any law or regulation or be otherwise 
          actionable at the suit of any person, and may do anything which, in 
          its opinion, is necessary or desirable to comply with any law or 
          regulation of any jurisdiction.

(b)       Without limiting paragraph (a) above, the Agent need not disclose any
          information relating to either Obligor or any of its related entities
          if the disclosure might, in the opinion of the Agent, constitute a
          breach of any law or regulation or any duty of secrecy or
          confidentiality or be otherwise actionable at the suit of any person.

22.14     Resignation of Agent

(a)       Notwithstanding its irrevocable appointment, the Agent may resign by
          giving notice to the Banks and the Borrower, in which case the Agent
          may forthwith appoint one of its Affiliates as successor Agent or,
          failing that, the Majority Banks may appoint a successor Agent.

(b)       If the appointment of a successor Agent is to be made by the Majority
          Banks but they have not, within 30 days after notice of resignation,
          appointed a successor Agent which accepts the appointment, the 
          retiring Agent may appoint a successor Agent.

(c)       The resignation of the retiring Agent and the appointment of any
          successor Agent will both become effective only upon the successor
          Agent notifying all the Parties that it accepts the appointment. On
          giving the notification, the successor Agent will succeed to the
          position of the retiring Agent and the term "Agent" will mean the
          successor Agent.

(d)       The retiring Agent shall, at its own cost, make available to the
          successor Agent such documents and records and provide such assistance
          as the successor Agent may reasonably request for the purposes of
          performing its functions as the Agent under this Agreement.

(e)       Upon its resignation becoming effective, this Clause 22 (The Agent and
          the Issuing Bank) shall continue to benefit the retiring Agent in
          respect of any action taken or not taken by it under or in connection
          with the Finance Documents while it was the Agent, and, subject to
          paragraph (d) above, it shall have no further obligation under any
          Finance Document.

22.15     Banks

          The Agent may treat each Bank as a Bank, entitled to payments under
          this Agreement and as acting through its Facility Office(s) until it
          has received notice from the Bank to the contrary by not less than 5
          Business Days prior to the relevant payment.


                                                            44
23.       FEES

23.1      Commitment and Facility fee

(a)       The Borrower agrees to pay to the Agent for the Banks, rateably in
          proportion to their Commitments, a commitment fee on the daily average
          amount by which the aggregate amount of the Commitments exceeds the
          aggregate amount of the Credits during each Rate Period at a rate 
          equal to (i) 0.025% per annum if the Pricing Ratio for the fiscal 
          quarter ending immediately prior to such Rate Period is less than 
          1.5 to 1.0, (ii) 0.05% per annum if the Pricing Ratio for the fiscal 
          quarter ending immediately prior to such Rate Period is equal to or 
          greater than 1.5 to 1.0 but less than 2.0 or (iii) 0.125% per annum if
          the Pricing Ratio for the fiscal quarter ending immediately prior to 
          such Rate Period is equal to or greater than 2.0 to 1.0.

(b)       The Borrower agrees to pay to the Agent for the Banks, rateably in
          proportion to their Commitments, a facility fee on the daily aggregate
          amount of the Commitments (regardless of usage) during each Rate 
          Period at a rate equal to (i) 0.125% per annum if the Pricing Ratio 
          for the fiscal quarter ending immediately prior to such Rate Period is
          less than 3.0 to 1.0, (ii) 0.15% per annum if the Pricing Ratio for 
          the fiscal quarter ending immediately prior to such Rate Period is 
          equal to or greater than 3.0 to 1.0 but less than 3.5 or (iii) 0.25% 
          per annum if the Pricing Ratio for the fiscal quarter ending 
          immediately prior to  such Rate Period is equal to or greater than 3.5
          to 1.0.

(c)       Accrued commitment and facility fees are payable quarterly in arrear.
          Accrued commitment and facility fees are also payable to the Agent for
          the relevant Bank(s) on the cancelled amount of its Commitment at the
          time the cancellation takes effect.

23.2      Agent's fee

          The Borrower shall pay to the Agent for its own account an agency fee
          in such amount as may from time to time be agreed upon by the Borrower
          and the Agent.

23.3      VAT

          Any fee referred to in this Clause 23 (Fees) is exclusive of any value
          added tax or any other tax which might be chargeable in connection 
          with that fee. If any value added tax or other tax is so chargeable, 
          it shall be paid by the Borrower at the same time as it pays the 
          relevant fee.

24.       EXPENSES

24.1      Initial and special costs

          The Borrower shall forthwith on demand pay the Agent the amount of all
          costs and expenses (including legal fees) incurred by it in connection
          with:-

          (a)  the negotiation, preparation, printing and execution of:-

               (i)  this Agreement and any other documents referred to in this
                    Agreement;

               (ii) any other Finance Document (other than a Novation 
                    Certificate) executed after the date of this Agreement;


                                                  45
                    
          (b)   any amendment, waiver, consent or suspension of rights (or any
                proposal for any of the foregoing) requested by or on behalf of
                an Obligor and relating to a Finance Document or a document
                referred to in any Finance Document; and

          (c)   any other matter, not of an ordinary administrative nature,
                arising out of or in connection with a Finance Document.

24.2      Enforcement costs

          The Borrower shall forthwith on demand pay to each Finance Party the
          amount of all costs and expenses (including legal fees) incurred by
          it:-

          (a)   following an Event of Default in connection with the enforcement
                of, or the preservation of any rights under, any Finance
                Document; or

          (b)   in investigating any Default.

25.       STAMP DUTIES

          The Borrower shall pay and forthwith on demand indemnify each Finance
          Party against any liability it incurs in respect of any stamp,
          registration and similar tax which is or becomes payable in connection
          with the entry into, performance or enforcement of any Finance
          Document.

26.       INDEMNITIES

26.1      Currency indemnity

(a)       If a Finance Party receives an amount in respect of an Obligor's
          liability under the Finance Documents or if that liability is 
          converted into a claim, proof, judgment or order in a currency other 
          than the currency (the "contractual currency") in which the amount is 
          expressed to be payable under the relevant Finance Document:-

          (i)    that Obligor shall indemnify that Finance Party as an 
                 independent obligation against any loss or liability arising 
                 out of or as a result of the conversion;

          (ii)   if the amount received by that Finance Party, when converted 
                 into the contractual currency at a market rate in the usual 
                 course of its business, is less than the amount owed in the 
                 contractual currency, the Obligor concerned shall forthwith on 
                 demand pay to that Finance Party an amount in the contractual 
                 currency equal to the deficit; and

           (iii) the Obligor shall pay to the Finance Party concerned on demand
                 any exchange costs and taxes payable in connection with any 
                 such conversion.

(b)       Each Obligor waives any right it may have in any jurisdiction to pay
          any amount under the Finance Documents in a currency other than that 
          in which it is expressed to be payable.


                                               46
26.2      Other indemnities

          The Borrower shall forthwith on demand indemnify each Finance Party
          against any loss or liability which that Finance Party incurs as a
          consequence of:- 

          (a) the occurrence of any Default;

          (b) the operation of Clause 21.17 (Acceleration) or Clause 32 (Pro
              rata sharing);

          (c) any payment of principal or an overdue amount being received from
              any source otherwise than on its Repayment Date and, for the
              purposes of this paragraph (c), the Repayment Date of an overdue
              amount is the last day of each Designated Term (as defined in
              Clause 12.3 (Default interest)); or

          (d) (other than by reason of negligence or default by a Finance
              Party) a Credit not being borrowed or issued after the Borrower
              has delivered a Request for that Credit.

          The Borrower's liability in each case includes any loss of margin or
          other loss or expense on account of funds borrowed, contracted for or
          utilised to fund any amount payable under any Finance Document, any
          amount repaid or prepaid or any Credit.

27.       EVIDENCE AND CALCULATIONS

27.1      Accounts

          Accounts maintained by a Finance Party in connection with this
          Agreement are prima facie evidence of the matters to which they 
          relate.

27.2      Certificates and determinations

          Any certification or determination by a Finance Party of a rate or
          amount under this Agreement is, in the absence of manifest error,
          conclusive evidence of the matters to which it relates.

27.3      Calculations

          Interest (including any applicable MLA Cost) and the fees payable 
          under Clause 23.1 (Commitment and facility fee) and Clause 12.3 
          (Interest and Instrument fees) accrue from day to day and are 
          calculated on the basis of the actual number of days elapsed and a 
          year of 365 days or 366 days in the case of a leap year.

28.       AMENDMENTS AND WAIVERS

28.1      Procedure

(a)       Subject to Clause 28.2 (Exceptions), any term of the Finance Documents
          may be amended or waived with the agreement of the Borrower, the
          Majority Banks and the Agent. The Agent may effect, on behalf of the
          Majority Banks, an amendment to which they have agreed.

(b)       The Agent shall promptly notify the other Parties of any amendment or
          waiver effected under paragraph (a) above, and any such amendment or
          waiver shall be binding on all the Parties.


                                              47

28.2      Exceptions

          An amendment or waiver which relates to:-

          (a)   the definition of "Majority Banks" in Clause 1.1;

          (b)   an extension of the date for, or a decrease in an amount or a
                change in the currency of, any payment under the Finance
                Documents;

          (c)   an increase in a Bank's Commitment;

          (d)   the incorporation of additional borrowers and/or drawers or a
                change in the Guarantor;

          (e)   a term of a Finance Document which expressly requires the 
                consent of each Bank; or

          (f)   Clause 32 (Pro rata sharing) or this Clause 28 (Amendments and
                waivers),

          may not be effected without the consent of each Bank.

28.3      Waivers and remedies cumulative

          The rights of each Finance Party under the Finance Documents:-

          (i)   may be exercised as often as necessary;

          (ii)  are cumulative and not exclusive of its rights under the general
                law; and

          (iii) may be waived only in writing and specifically.

          Delay in exercising or non-exercise of any such right is not a waiver
          of that right.

29.       CHANGES TO THE PARTIES

29.1      Transfers by Obligors

          Neither Obligor may assign, transfer, novate or dispose of any of, or
          any interest in, its rights and/or obligations under this Agreement.

29.2      Transfers by Banks

(a)       A Bank (the "Existing Bank") may at any time assign, transfer or 
          novate any of its rights and/or obligations under this Agreement to 
          another bank or financial institution (the "New Bank").  The prior 
          consent of the Guarantor, the Issuing Bank and the Agent is required 
          for any such assignment, transfer or novation but may not be 
          unreasonably withheld or delayed.

(b)       A transfer of obligations will be effective only if either:-

          (i)  the obligations are novated in accordance with Clause 29.3
               (Procedure for novations); or


                                          48

          (ii)  the New Bank confirms to the Agent, the Issuing Bank and the
                Borrower that it undertakes to be bound by the terms of this
                Agreement as a Bank in form and substance satisfactory to the
                Agent and the Issuing Bank. On the transfer becoming effective 
                in this manner the Existing Bank shall be relieved of its
                obligations under this Agreement to the extent that they are
                transferred to the New Bank.

(c)       Nothing in this Agreement restricts the ability of a Bank to sub-
          contract an obligation if that Bank remains liable under this 
          Agreement for that obligation.

(d)       On each occasion an Existing Bank assigns, transfers or novates any of
          its rights and/or obligations under this Agreement, the New Bank 
          shall, on the date the assignment, transfer and/or novation takes 
          effect, pay to the Agent for its own account a fee of 250 British 
          Pounds.

(e)       An Existing Bank is not responsible to a New Bank for:-

          (i)   the execution, genuineness, validity, enforceability or
                sufficiency of any Finance Document or any other document;

          (ii)  the collectability of amounts payable under any Finance 
                Document; or

          (iii) the accuracy of any statements (whether written or oral) made in
                or in connection with any Finance Document.

(f)       Each New Bank confirms to the Existing Bank and the other Finance
          Parties that it:-

          (i)   has made its own independent investigation and assessment of the
                financial condition and affairs of each Obligor and its related
                entities in connection with its participation in this Agreement
                and has not relied exclusively on any information provided to it
                by the Existing Bank in connection with any Finance Document; 
                and

          (ii)  will continue to make its own independent appraisal of the
                creditworthiness of each Obligor and its related entities while
                any amount is or may be outstanding under this Agreement or any
                Commitment is in force.

(g)        Nothing in any Finance Document obliges an Existing Bank to:-

           (i)  accept a re-transfer from a New Bank of any of the rights and/or
                obligations assigned, transferred or novated under this Clause;
                or

           (ii) support any losses incurred by the New Bank by reason of the 
                non-performance by either Obligor of its obligations under this
                Agreement or otherwise.

(h)        Any reference in this Agreement to a Bank includes a New Bank, but
           excludes a Bank if no amount is or may be owed to or by that Bank 
           under this Agreement and its Commitment has been cancelled or reduced
           to nil.

29.3       Procedure for novations   

(a)        A novation is effected if:-


                                                      49

          (i)   the Existing Bank and the New Bank deliver to the Facility Agent
                a duly completed certificate, substantially in the form of
                Schedule 5 (a "Novation Certificate"); and

          (ii)  the Agent executes it.

(b)       Each Party (other than the Existing Bank and the New Bank) irrevocably
          authorises the Agent to execute any duly completed Novation 
          Certificate on its behalf.

(c)       To the extent that they are expressed to be the subject of the 
          novation in the Novation Certificate:-

          (i)   the Existing Bank and the other Parties (the "existing Parties")
                will be released from their obligations to each other (the
                "discharged obligations");

          (ii)  the New Bank and the existing Parties will assume obligations
                towards each other which differ from the discharged obligations
                only insofar as they are owed to or assumed by the New Bank
                instead of the Existing Bank;

          (iii) the rights of the Existing Bank against the existing Parties and
                vice versa (the "discharged rights") will be cancelled; and

          (iv)  the New Bank and the existing Parties will acquire rights 
                against each other which differ from the discharged rights only 
                insofar as they are exercisable by or against the New Bank 
                instead of the Existing Bank,

           all on the date of execution of the Novation Certificate by the Agent
           or, if later, the date specified in the Novation Certificate.

29.4       Register

           The Agent shall keep a register of all the Parties and shall supply 
           any other Party (at that Party's expense) with a copy of the register
           on request.

29.5       Additional payments

           If following:-

           (a)  any transfer or novation of all or any part of the rights or
                obligations of a Bank to a New Bank under Clause 29.2 (Transfer
                by Banks); or

           (b)  any change in a Bank's Facility Office,

           any additional amount is required to be paid to the New Bank or that
           Bank (as the case may be) by a Borrower under Clause 14 (Taxes) or 16
           (Increased costs) as a result of laws or regulations in force at the
           time of that assignment, transfer, novation or change, then the New
           Bank or Bank (acting through its new Facility Office) will be 
           entitled to receive any such amount only to the extent that the 
           Existing Bank or Bank (acting through its old Facility Office) would
           have been so entitled had there been no assignment, transfer, 
           novation or change in Facility Office.


                                          50

30.       DISCLOSURE OF INFORMATION

          Each Bank agrees that all documentation and other information made
          available by the either Obligor to such Bank, whether under the terms
          of this Agreement or any other loan agreement with either Obligor,
          shall (except to the extent required by legal or governmental process
          or otherwise by law including any regulatory requirements applicable 
          to any Bank or any litigation involving any Bank, or if such 
          documentation and other information is publicly available or hereafter
          becomes publicly available other than by action of any Bank, or was 
          theretofore known to such Bank independent of any disclosure thereto 
          by either Obligor) be held in the strictest confidence by such Bank 
          and used solely by such Bank and any Affiliate of such Bank (and their
          respective counsel, accountants and other agents) in connection with
          the administration, auditing and review of Credits from time to time
          outstanding from such Bank to either Obligor; provided that (a) the 
          use of such documentation and information by the counsel, the 
          accountants or the other agents of any bank or any Affiliate of such 
          Bank shall be subject to the provisions of this Clause 30, (b) such 
          Bank may disclose such documentation and other information to any 
          other financial institution to which such Bank sells or proposes to 
          make an assignment or sell a participation or other interest in any of
          its Credits hereunder (or under any other loan agreement with either 
          Obligor), if such other financial institution, prior to such 
          disclosure, agrees for the benefit of the relevant Obligor to comply 
          with the provisions of this Clause (including the provisions of this 
          Clause allowing further disclosure to other financial institutions to 
          whom a sale of a participation or other interest is proposed), and 
          (c) such Bank may disclose the provisions of this Agreement and the 
          amounts, maturities and interest rates of its Credits (and similar 
          information relating to any other loan agreement with either Obligor) 
          to any purchaser or potential purchaser of any interest of such Bank 
          in any Credit.

31.       SET-OFF

          A Finance Party may set off any matured obligation owed by an Obligor
          under this Agreement (to the extent beneficially owned by that Finance
          Party) against any obligation (whether or not matured) owed by that
          Finance Party to that Obligor, regardless of the place of payment,
          booking branch or currency of either obligation. If the obligations 
          are in different currencies, the Finance Party may convert either
          obligation at a market rate of exchange in its usual course of 
          business for the purpose of the set-off. If either obligation is 
          unliquidated or unascertained, the Finance Party may set off in an 
          amount estimated by it in good faith to be the amount of that 
          obligation.

32.       PRO RATA SHARING

32.1      Redistribution

          If any amount owing by an Obligor under this Agreement to a Finance
          Party (the "recovering Finance Party") is discharged by payment, set-
          off or any other manner other than through the Agent in accordance 
          with Clause 13 (Payments) (a "recovery"), then:-

          (a)   the recovering Finance Party shall, within 3 Business Days,
                notify details of the recovery to the Agent;

          (b)   the Agent shall determine whether the recovery is in excess of
                the amount which the recovering Finance Party would have 
                received had the recovery been received by the Agent and 
                distributed in accordance with Clause 13 (Payments);


                                                  51

          (c)  subject to Clause 32.3 (Exception), the recovering Finance Party
               shall, within 3 Business Days of demand by the Agent, pay to the
               Agent an amount (the "redistribution") equal to the excess;

          (d)  the Agent shall treat the redistribution as if it were a payment
               by the Obligor concerned under Clause 13 (Payments) and shall pay
               the redistribution to the Finance Parties (other than the
               recovering Finance Party) in accordance with Clause 13.7 (Partial
               Payments); and

          (e)  after payment of the full redistribution, the recovering Finance
               Party will be subrogated to the portion of the claims paid under
               paragraph (d) above, and that Obligor will owe the recovering
               Finance Party a debt which is equal to the redistribution,
               immediately payable and of the type originally discharged.

32.2      Reversal of redistribution

          If under Clause 32.1 (Redistribution):-

          (a)  a recovering Finance Party must subsequently return a recovery,
               or an amount measured by reference to a recovery, to an Obligor;
               and

          (b)  the recovering Finance Party has paid a redistribution in
               relation to that recovery,

          each Finance Party shall, within 3 Business Days of demand by the
          recovering Finance Party through the Agent, reimburse the recovering
          Finance Party all or the appropriate portion of the redistribution 
          paid to that Finance Party. Thereupon the subrogation in Clause 
          32.1(e) (Redistribution) will operate in reverse to the extent of the
          reimbursement.

32.3      Exception

          A recovering Finance Party need not pay a redistribution to the extent
          that it would not, after the payment, have a valid claim against the
          Obligor concerned in the amount of the redistribution pursuant to
          Clause 32.1(e) (Redistribution).

33.       SEVERABILITY

          If a provision of any Finance Document is or becomes illegal, invalid
          or unenforceable in any jurisdiction, that shall not affect:-

          (a)  the legality, validity or enforceability in that jurisdiction of
               any other provision of the Finance Documents; or

          (b)  the legality, validity or enforceability in other jurisdictions
               of that or any other provision of the Finance Documents.

34.       COUNTERPARTS

          This Agreement may be executed in any number of counterparts, and this
          has the same effect as if the signatures on the counterparts were on a
          single copy of this Agreement.


                                                  52

35.       NOTICES

35.1      Giving of notices

          All notices or other communications under or in connection with this
          Agreement shall be given in writing or by telex or facsimile. Any such
          notice will be deemed to be given as follows:-

          (a)  if in writing, when delivered;

          (b)  if by telex, when despatched, but only if, at the time of
               transmission, the correct answerback appears at the start and at
               the end of the sender's copy of the notice; and

          (c)  if by facsimile, when received.

          However, a notice given in accordance with the above but received on a
          non-working day or after business hours in the place of receipt will
          only be deemed to be given on the next working day in that place.

35.2      Addresses for notices

(a)       The address, telex number and facsimile number of each Party (other
          than the Agent) for all notices under or in connection with this
          Agreement are:-

          (i)   that notified by that Party for this purpose to the Agent on or
                before it becomes a Party; or

          (ii)  any other notified by that Party for this purpose to the Agent 
                by not less than five Business Days' notice.

(b)       The address, telex number and facsimile number of the Agent are:-

          New Broad Street House
          35 New Broad Street
          London EC2M 1NH

          Telex No:                               883181 NCNB G
          Fax No:                                 0171 628 8692

          or such other as the Agent may notify to the other Parties by not less
          than 5 Business Days' notice.

(c)       The Agent shall, promptly upon request from any Party, give to that
          Party the address, telex number or facsimile number of any other Party
          applicable at the time for the purposes of this Clause.

36.       LANGUAGE

(a)       Any notice given under or in connection with any Finance Document 
          shall be in English.

(b)       All other documents provided under or in connection with any Finance
          Document shall be:-



                                                  53

          (i)   in English; or

          (ii)  if not in English, accompanied by a certified English 
                translation and, in this case, the English translation shall 
                prevail unless the document is a statutory or other official 
                document.

37.       JURISDICTION

37.1      Submission

          For the benefit of each Finance Party, each Obligor agrees that the
          courts of England have jurisdiction to settle any disputes in
          connection with any Finance Document and accordingly submits to the
          jurisdiction of the English courts.

37.2      Service of process

          Without prejudice to any other mode of service, the Guarantor:-

          (a)  irrevocably appoints the Borrower as its agent for service of
               process relating to any proceedings before the English courts in
               connection with any Finance Document;

          (b)  agrees that failure by a process agent to notify the Guarantor of
               the process will not invalidate the proceedings concerned; and

          (c)  consents to the service of process relating to any such
               proceedings by prepaid posting of a copy of the process to its
               address for the time being applying under Clause 35.2 (Addresses
               for notices).

37.3      Forum convenience and enforcement abroad

          Each Obligor:-

          (a)  waives objection to the English courts on grounds of inconvenient
               forum or otherwise as regards proceedings in connection with a
               Finance Document; and

          (b)  agrees that a judgment or order of an English court in connection
               with a Finance Document is conclusive and binding on it and may
               be enforced against it in the courts of any other jurisdiction.

37.4      Non-exclusivity

          Nothing in this Clause 37 limits the right of a Finance Party to bring
          proceedings against an Obligor in connection with any Finance
          Document:-

          (a)   in any other court of competent jurisdiction; or

          (b)   concurrently in more than one jurisdiction.


                                            54

38.       WAIVER OF JURY TRIAL

          The Banks, the Agent, the Borrower and the Guarantor, after consulting
          or having had the opportunity to consult with counsel, knowingly,
          voluntarily and intentionally waive any right any of them may have to
          a trial by jury in any litigation based upon or arising out of this
          Agreement or any related instrument or agreement or any of the
          transactions contemplated by this Agreement or any course of conduct,
          dealing, statement (whether oral or written) or actions of any of 
          them.  None of the Banks, the Agent, the Borrower or the Guarantor 
          shall seek to consolidate, by counterclaim or otherwise, any such 
          action in which a jury trial has been waived with any other action in 
          which a jury trial cannot be or has not been waived.

39.       GOVERNING LAW

          This Agreement is governed by English law.


This Agreement has been entered into on the date stated at the beginning of
this Agreement.


                                            55

                                        SCHEDULE 1


                                  BANKS AND COMMITMENTS

Banks                                              Commitments
                                                  British Pounds
Nationsbank, N.A. (London Branch)                    20,000,000

                                                     __________

                                  Total Commitments  20,000,000 British Pounds
                                                     __________

                                                    56

                                         SCHEDULE 2

                              CONDITIONS PRECEDENT DOCUMENTS

1.     Both Obligors

       A copy of the memorandum and articles of association and certificate of
       incorporation of each Obligor.

2.     Borrower

(a)    A copy of a resolution of the board of directors of the Borrower:-

       (i)   approving the terms of, and the transactions contemplated by,
             this Agreement and resolving that it execute this Agreement;

       (ii)  authorising a specified person or persons to execute this
             Agreement on its behalf; and

       (iii) authorising a specified person or persons, on its behalf, to sign
             and/or despatch all other documents and notices to be signed
             and/or despatched by it under or in connection with this
             Agreement;

(b)    a specimen of the signature of each person authorised by the resolution
       referred to in paragraph (a) above;

(c)    a certificate of a director of the Borrower confirming that utilisation
       of the Facility in full would not cause any borrowing limit binding on
       either Obligor to be exceeded; and

(d)    a certificate of an Authorised Signatory of the Borrower certifying
       that each copy document specified in this Schedule 2 is correct,
       complete and in full force and effect as at a date no earlier than the
       date of this Agreement.

3.     Guarantor

(a)     A copy of a resolution of the board of directors of the Guarantor:-

        (i)   approving the terms of, and the transactions contemplated by,
              this Agreement and resolving that it execute this Agreement;

        (ii)  authorising a specified person or persons to execute this
              Agreement on its behalf; and

        (iii) authorising a specified person or persons, on its behalf, to sign
              and/or despatch all other documents and notices to be signed
              and/or despatched by it under or in connection with this
              Agreement;

(b)     a specimen of the signature of each person authorised by the
        resolutions referred to in paragraphs (a) above.


                                          57

4.      Other documents

        A copy of any other authorisation or other document, opinion or
        assurance which the Agent considers to be necessary or desirable in
        connection with the entry into and performance of, and the transactions
        contemplated by, any Finance Document or for the validity and
        enforceability of any Finance Document.

5.      Legal opinion

        A legal opinion of John R Leekley, legal adviser to the Guarantor,
        addressed to the Finance Parties and in form and substance satisfactory
        to the Agent.



                                             58

                                         SCHEDULE 3

                               CALCULATION OF THE MLA COST


(a)    The MLA Cost for a Loan is calculated in accordance with the following
       formula:-

       BY + L(Y-X) + S(Y-Z)
       --------------------% per annum = MLA Cost
           100(B+S)

       where on the day of application of the formula:-

       B      is the percentage of the Agent's eligible liabilities which the
              Bank of England requires the Agent to hold on a non-interest-
              bearing deposit account in accordance with its cash ratio
              requirements;

       Y      is the rate at which Sterling deposits are offered by the Agent
              to leading banks in the London interbank market at or about 11.00
              a.m. on that day for the relevant period;

       L      is the percentage of eligible liabilities which the Bank of
              England requires the Agent to maintain as secured money with
              members of the London Discount Market Association and/or as
              secured call money with certain money brokers and gilt-edged
              primary market makers;

       X      is the rate at which secured Sterling deposits in the relevant
              amount may be placed by the Agent with members of the London
              Discount Market Association and/or as secured call money with
              certain money brokers and gilt-edged primary market makers at or
              about 11.00 a.m. on that day for the relevant period;

        S     is the percentage of the Agent's eligible liabilities which the
              Bank of England requires the Agent to place as a special deposit;
              and

        Z     is the interest rate per annum allowed by the Bank of England on
              special deposits.

(b)     For the purposes of this Schedule 3:-

        (i)   "eligible liabilities" and "special deposits" have the meanings
               given to them at the time of application of the formula by the
               Bank of England;

        (ii)   "relevant period" in relation to a Loan, means:-

               (A) if its Term is 3 months or less, its Term; or

               (B) if its Term is more than 3 months, each successive period
                   of 3 months and any necessary shorter period comprised in
                   that Term.

(c)     In the application of the formula, B, Y, L, X, S and Z are included in
        the formula as figures and not as percentages, e.g. if B = 0.5% and Y =
        15%, BY is calculated as 0.5 x 15.


                                              59

(d)      (i)  The formula is applied on the first day of each relevant period
              comprised in the Term of the relevant Loan.

         (ii) Each rate calculated in accordance with the formula is, if
              necessary, rounded upward to four decimal places.

(e)       If the Agent determines that a change in circumstances has rendered, 
          or will render, the formula inappropriate, the Agent (after 
          consultation with the Banks) shall notify the Borrower of the manner 
          in which the MLA Cost will subsequently be calculated. The manner of 
          calculation so notified by the Agent shall, in the absence of manifest
          error, be binding on all the Parties.




                                        61

                                    Part II

                               For an Instrument


To:     NATIONSBANK, N.A. (London Branch) as Agent

From:   TRIMAS CORPORATION LIMITED                Dated:  [            ]

TRIMAS CORPORATION LIMITED 20,000,000 British Pounds Revolving Credit Agreement
dated [    ] July, 1996

1.       We request the Banks to issue an Instrument in the attached form as
         follows:-

         (a)   Drawdown Date: [                    ];

         (b)   Face Amount [                   ] [reducing as follows];

         (c)   Beneficiary: [                            ];

         (d)   Term: [                         ];

         (e)   Expiry Date: [                        ];

         (f)   Purpose: [                       ];

         (g)   Issue Instructions: [                            ].

2.       We attach copies of the written confirmation of the Beneficiary that
         the form of the requested Instrument is acceptable to it.

3.       We confirm that each condition specified in Clause 4.2 (Further
         conditions precedent) is satisfied on the date of this Request.


By:

TRIMAS CORPORATION LIMITED



Authorised Signatory


 .....................................

















                                       62

                                    SCHEDULE 5

                          FORM OF NOVATION CERTIFICATE

To:       NATIONSBANK, N.A. (London Branch) as Agent

From:     [THE EXISTING BANK] and [THE NEW BANK]            Date: [         ]


TRIMAS CORPORATION LIMITED - 20,000,000 British Pounds Revolving Credit 
Agreement dated [      ] 
                                     July, 1996

We refer to Clause 29.3 (Procedure for novations).

1.        We [           ] (the "Existing Bank") and [           ] (the "New
          Bank") agree to the Existing Bank and the New Bank novating all the
          Existing Bank's rights and obligations referred to in the Schedule in
          accordance with Clause 29.3 (Procedure for novations).

2.        The specified date for the purposes of Clause 29.3(c) is [date of
          novation].

3.        The Facility Office and address for notices of the New Bank for the
          purposes of Clause 35.2 (Addresses for notices) are set out in the
          Schedule.

4.        This Novation Certificate is governed by English law.


                                       THE SCHEDULE

Rights and obligations to be novated

[Details of the rights and obligations of the Existing Bank to be novated].

[New Bank]

[Facility Office                                  Address for notices]

[Existing Bank]           [New Bank]                  Nationsbank, N.A. (London 
                                                      Office)

By:                       By:                         By:

Date:                     Date:                       Date:


                                           63

                                     SIGNATORIES


Borrower

TRIMAS CORPORATION LIMITED

By: /s/ PETER C DECHANTS



Guarantor

TRIMAS CORPORATION

By: /s/ PETER C DECHANTS



Banks

NATIONSBANK N.A. (London Office)

By: /s/ OSCAR CRANZ III



Issuing Bank

NATIONSBANK N.A. (London Office)

By: /s/ OSCAR CRANZ III



Agent

NATIONSBANK, N.A. (London Office)

By: /s/ OSCAR CRANZ III
                                                            Exhibit 11

                       TRIMAS CORPORATION AND SUBSIDIARIES
                    COMPUTATION OF EARNINGS PER COMMON SHARE
                    (In Thousands, Except Per Share Amounts)



                                   Six Months Ended       Three Months Ended
                                        June 30,                June 30,      
                                    1996        1995        1996        1995  
Primary:

     Net income                   $31,950     $30,000     $17,820     $16,560 

     Weighted average common 
       shares outstanding          36,644      36,644      36,644      36,644 
     Dilution of stock options        324         350         339         357 

     Weighted average common 
       and common equivalent 
       shares outstanding 
       after assumed exercise 
       of options                  36,968      36,994      36,983      37,001 

     Primary earnings per 
       common share                  $.86        $.81        $.48        $.45 

Fully diluted:

     Net income                   $31,950     $30,000     $17,820     $16,560 
     Add after tax convertible 
       debenture related 
       expenses                     1,840       1,840         920         920 

     Net income as adjusted       $33,790     $31,840     $18,740     $17,480 

     Weighted average common 
       shares outstanding          36,644      36,644      36,644      36,644 
     Dilution of stock options        338         361         338         361 
     Addition from assumed 
       conversion of convertible 
       debentures                   5,083       5,083       5,083       5,083 

     Weighted average common 
       and common equivalent 
       shares outstanding on 
       a fully diluted basis       42,065      42,088      42,065      42,088 

     Fully diluted earnings 
       per common share              $.80        $.76        $.45        $.42 



Exhibit 12

TRIMAS CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
(Dollar Amounts in Thousands)



Six Months Ended Three Months Ended June 30, June 30, 1996 1995 1996 1995 Earnings: Income before income taxes $52,380 $49,590 $29,210 $27,380 Fixed charges 6,070 7,950 3,090 3,960 Earnings before fixed charges $58,450 $57,540 $32,300 $31,340 Fixed Charges: Interest $5,670 $7,540 $2,890 $3,750 Portion of rental expense 470 450 220 230 Fixed charges $6,140 $7,990 $3,110 $3,980 Ratios of earnings to fixed charges 9.5 7.2 10.4 7.9
 

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM TRIMAS CORPORATION'S FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 6-MOS DEC-31-1996 JUN-30-1996 108,570,000 0 93,670,000 1,560,000 86,410,000 289,440,000 301,120,0000 125,100,000 653,150,000 61,390,000 187,040,000 370,000 0 0 366,400,000 653,150,000 307,900,000 307,900,000 206,980,000 206,980,000 0 0 5,520,000 52,380,000 20,430,000 31,950,000 0 0 0 31,950,000 .86 .80