, 1994





Rosalco, Inc.
257 America Place
Jeffersonville, IN 47130
Attn: David L. Koffman, President

Gentlemen:

     Reference is made to our Amended and Restated Loan and Security Agreement
(Accounts Receivable and Inventory) dated as of December 31, 1993, together with
all amendments and additions thereto (hereinafter called the "AGREEMENT").
Notwithstanding the provisions of the Agreement, it is agreed, effective as of
November 1, 1994, that the Agreement shall be amended as follows:

     1.   Section 2(b) of the Agreement is hereby stricken in its entirety and
the following new Section 2(b) substituted therefor:

          "(B) ALL LOANS SHALL BE EVIDENCED BY BANK'S RECORDS OF LOANS AND
     REPAYMENTS AND LOANS WILL BEAR INTEREST, CALCULATED ON THE BASIS OF
     ACTUAL DAYS ELAPSED AND A 360-DAY YEAR AND PAYABLE MONTHLY IN ARREARS,
     AT A FLUCTUATING PER ANNUM RATE OF INTEREST THREE QUARTERS OF ONE
     (3/4%) PERCENT IN EXCESS OF THE PRIME RATE.  THE TERM "PRIME RATE" AS
     USED HEREIN SHALL MEAN THE RATE OF INTEREST ANNOUNCED BY BANK IN
     BOSTON, MASSACHUSETTS, FROM TIME TO TIME AS ITS PRIME RATE.  PRINCIPAL
     AND INTEREST SHALL BE PAYABLE AT THE OFFICE OF BANK LOCATED AT 225
     FRANKLIN STREET, BOSTON, MASSACHUSETTS 02101, IN LAWFUL MONEY OF THE
     UNITED STATES OF AMERICA WITHOUT SET-OFF, DEDUCTION OR COUNTERCLAIM.
     BORROWER AUTHORIZES BANK TO CHARGE ITS DEPOSIT ACCOUNT(S) WITH BANK
     FOR ALL PAYMENTS HEREUNDER."

     2.   The following new subsection 8(m) is hereby added to the Agreement:

          "(M) (DEBT COVERAGE RATIO) PERMIT ITS DEBT COVERAGE RATIO TO BE
               ---------------------

     LESS THAN 1.5 IN EACH OF ITS FISCAL YEARS.  FOR PURPOSES OF THIS
     SUBSECTION (M), DEBT COVERAGE RATIO SHALL BE DETERMINED BY DIVIDING
     THE SUM OF AFTER TAX EARNINGS AND DEPRECIATION FOR THE FISCAL YEAR BY
     THE SUM OF ALL PRINCIPAL PAYMENTS (EXCLUDING PAYMENTS MADE UNDER THIS
     AGREEMENT) FOR THAT YEAR ON LONG TERM LIABILITIES, AND/OR LIABILITIES
     MATURING WITHIN ONE (1) YEAR, THAT ARE RENEWABLE OR EXTENDABLE TO A
     DATE BEYOND ONE (1) YEAR, INCLUDING WITHOUT LIMITATION, THE
     SUBORDINATED DEBT DUE TO JAYARK CORPORATION."

     3.   Section 14(a) of the Agreement is hereby stricken in its entirety and
the following new Section 14(a) substituted therefor:

          "(A) UNLESS CONTINUED IN WRITING BY THE BANK, THIS AGREEMENT
     SHALL TERMINATE AND ALL OBLIGATIONS OF BORROWER TO BANK SHALL BECOME
     DUE AND PAYABLE ON DECEMBER 31, 1995.  BORROWER, AT SUCH TERMINATION
     DATE, SHALL MAKE PAYMENT IN FULL OF ALL OBLIGATIONS WHETHER OR NOT ALL
     OR ANY PART OF SUCH OBLIGATIONS IS OTHERWISE DUE AND PAYABLE PURSUANT
     TO THE AGREEMENT OR INSTRUMENT EVIDENCING SAME.  BANK MAY TERMINATE
     THIS AGREEMENT IMMEDIATELY AND WITHOUT NOTICE UPON THE OCCURRENCE OF
     AN EVENT OF DEFAULT.  NO TERMINATION OF THIS AGREEMENT SHALL IN ANY
     WAY AFFECT OR IMPAIR ANY RIGHTS OF BANK NOR RELIEVE BORROWER OR ANY
     GUARANTOR OF ANY OBLIGATIONS UNTIL ALL OBLIGATIONS HAVE BEEN
     IRREVOCABLY PAID AND PERFORMED IN FULL."

     Kindly note that the alterations contained herein do not in any way alter,
release or change any other sections contained in the Agreement.

     Please acknowledge your agreement to the foregoing by signing the enclosed
copy of this letter and returning the same to the undersigned.

                              Very truly yours,

                              STATE STREET BANK AND TRUST COMPANY


                              By:
                                 ---------------------------------
                                 John D. Gaziano, Jr.
                                 Vice President




UNDERSTOOD AND AGREED TO:

ROSALCO, INC.


By:
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