A&M INVESTMENT ASSOCIATES #3, LLC

      SECURED RECOURSE PROMISSORY NOTE DUE JANUARY 31, 2004


$335,000                                         January 31, 1997
                                               New York, New York



          A&M INVESTMENT ASSOCIATES #3, LLC ("PAYOR"), for value
received, hereby promises to pay to WEI ACQUISITION CO., a
Delaware corporation ("PAYEE"), the principal sum of $335,000 on
January 31, 2004 (the seventh anniversary of the date of this
Note), with no mandatory interim principal or interest payments.

          Interest on the unpaid principal amount hereof will
accrue from the date hereof through the fourth anniversary of the
date hereof (the "Fourth Anniversary"), at the rate of seven
percent (7%) per annum, and from the Fourth Anniversary through
maturity, at the rate of eleven percent (11%) per annum; provided
that in no event will the amount of interest due under this Note
exceed the maximum amount permitted by law.  Interest due under
this Note shall be computed on the basis of a 360-day year, based
on the actual number of days elapsed.  Interest due under this
Note shall compound annually and shall be due and payable at the
principal office of Payee only on the maturity of this Note.

          Payor shall have the right at any time or from time to
time to prepay any of the principal amount and/or interest due
hereunder without penalty or premium. 

          This Note is the "Recourse Promissory Note" referred to
in that certain Management Services Agreement, dated as of
January 31, 1997, by and among Payor, Antonio C. Alvarez II,
Cerberus Partners, L.P. and Payee (the "MANAGEMENT SERVICES
AGREEMENT").  This Note shall be prepaid and the amounts due
hereunder shall be set-off to the extent and in the manner set
forth in Sections 7 and 8 of the Management Services Agreement.

          This Note is the "Recourse Promissory Note" referred to
in that certain Stock Pledge Agreement, dated as of January 31,
1997, between Payor and Payee (the "PLEDGE AGREEMENT").  This
Note is a full recourse note and Payor shall be liable for the
full payment of principal of and interest on this Note.  This
Note is also secured by, and is entitled to the benefit of, the
Pledge Agreement, the terms and provisions of which are hereby
incorporated herein as if set forth herein in full.  This Note
shall become immediately due and payable in its entirety,
including all accrued interest, upon the occurrence of an Event
of Default under the Pledge Agreement.

          Payor hereby waives presentment, demand, protest,
notice of protest and notice of dishonor.

          To the full extent permitted by law, the obligations of
Payor under this Note shall not be subject to any counterclaim,
set-off, deduction, diminution, abatement, recoupment,
suspension, deferment, reduction or defense (other than the full
and strict compliance by Payor with those obligations) based on
any claim that Payor may have against Payee or any other person.

          No provision of this Note may be waived, modified or
discharged orally, but only by an agreement in writing signed by
the party against whom enforcement is sought.  

          This Note shall be governed by and construed in
accordance with the internal laws of the State of New York
without regard to conflict of law principles.


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          IN WITNESS WHEREOF, Payor has caused this Note to be
duly executed and delivered by its officer thereunto duly
authorized as of the date and at the place first written above.


                              A&M INVESTMENT ASSOCIATES #3, LLC
     
                                 /s/ Antonio C. Alvarez
                              By __________________________
                                 Name: Antonio C. Alvarez II
                                 Title: Manager