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                                                            Exhibit (4)(c)(3)
                                TERM LOAN NOTE 
 
$ 3,000,000.00                                      Philadelphia, Pennsylvania  
                                                               August 15, 1995  
 
 
     FOR VALUE RECEIVED, the undersigned, B.B. WALKER COMPANY, a Delaware 
corporation (the "BORROWER"), promises to pay to the order of MELLON BANK, 
N.A. (the "LENDER") on or before the Term Loan Maturity Date, and at such 
earlier dates as may be required by the Agreement (as defined below), the 
principal sum of Three Million Dollars ($3,000,000.00).  The Borrower further 
promises to pay to the order of the Lender interest on the unpaid principal 
amount hereof from time to time outstanding at the rate or rates per annum 
determined pursuant to the Agreement, payable on the dates set forth in the 
Agreement. 
 
     This Note is the "Term Loan Note" referred to in, and is entitled to the 
benefits of, the Credit Agreement, dated as of August 15, 1995, by and among 
the Borrower and the Lender (as the same may be amended, modified or 
supplemented from time to time, the "AGREEMENT"), which among other things 
provides for the acceleration of the maturity hereof upon occurrence of 
certain events and for prepayments in certain circumstances and upon certain 
terms and conditions.  Terms defined in the Agreement and not otherwise 
defined in this Note have the same meanings herein as specified in the 
Agreement. 
 
     This Note is secured by and is entitled to the benefits of the Liens 
granted by the Security Documents referred to in the Agreement. 
 
     The Borrower hereby expressly waives presentment, demand, notice, protest 
and all other demands and notices in connection with the delivery, acceptance, 
performance, default or enforcement of this Note and the Agreement, and an 
action for amounts due hereunder or thereunder shall immediately accrue. 
 
     This Note shall be governed by and construed and enforced in accordance 
with the laws of the Commonwealth of Pennsylvania, without regard to 
principles of choice of law. 
 
 
                                       B.B. WALKER COMPANY 
 
                                       KENT T. ANDERSON 
                                       -------------------------- 
                                       Kent T. Anderson 
                                       President