ATTORNEY WORK PRODUCT
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                            PROJECT HOT 'N COLD IV
                                  TERM SHEET
                                Amendment No. 1

          This AMENDMENT NO. 1 TO THE PROJECT HOT 'N COLD IV TERM SHEET (the
"Amendment") is entered into this 7th day of February, 2001, by and between
Littlejohn Fund II, L.P. ("Littlejohn") and Quilvest American Equity Ltd.
("Quilvest").  Capitalized terms used but not otherwise defined herein shall
have the meanings set forth in the Project Hot 'n Cold IV Term Sheet, entered
into January 16, 2001 (the "Agreement").

1.   Stockholders Agreement.  The fifth paragraph of Section C of the Agreement
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is deleted in its entirety and the following is substituted therefor:

               Stockholders Agreement:  The Buyers shall enter into a
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               stockholders agreement (the "Stockholders Agreement") providing
               for, among other things:  (i) the organization and capitalization
               of Newco; (ii) certain restrictions on the transfer of the
               capital stock of both Newco and, upon consummation of the Merger,
               the Company; (iii) the voting of the capital stock of both Newco
               and, upon consummation of the Merger, the Company; and (iv) the
               composition of the boards of directors of Newco, and, upon
               consummation of the Merger, the Company.  Additionally, upon
               consummation of the Merger, the Stockholders Agreement shall be
               deemed to supersede, replace and terminate that certain
               Shareholders Agreement dated February 18, 2000, among the Buyers,
               the Company and Willem F.P. de Vogel (the "Original Shareholders
               Agreement").  It is the intention of the Buyers and Willem F.P.
               de Vogel that, upon consummation of the Merger and the
               replacement and termination of the Original Shareholders
               Agreement, Willem F.P. de Vogel shall have no further rights or
               obligations under the Original Shareholders Agreement.

2.  Expenses.  The second sentence of Section G of the Agreement is deleted in
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its entirety and the following is substituted therefor:

               Upon consummation of the Merger, it is anticipated that:  (i)
               each of Littlejohn and Quilvest shall be reimbursed for their
               respective expenses by Newco; (ii) Newco shall pay to Quilvest
               the full amount of the Consideration, without deduction or offset
               whatsoever (including with respect to taxes), which becomes due
               and owing to Quilvest in connection with the cancellation of the
               common stock of the Company pursuant to the Merger Agreement (as
               defined below); and (iii) Newco shall release and forever
               discharge Quilvest from and against any claims which it may have


                                                           ATTORNEY WORK PRODUCT
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               against Quilvest or its successors and assigns with respect to
               any taxes which may be required to be paid by or with respect to
               Quilvest in connection with its receipt of the Consideration in
               connection with the cancellation of the common stock of the
               Company pursuant to the Merger Agreement (as defined below).

3.  Extension of Deadline.  Section H of the Agreement is deleted in its
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entirety and the following is substituted therefor:

               If the Merger Agreement has not been entered into by 5:00 p.m.
               New York City time on February 21, 2001, or, if entered into, the
               Merger Agreement is subsequently terminated, this Term Sheet
               shall become null and void, unless extended by mutual agreement
               of the parties, except that each party shall continue to be bound
               by the provisions relating to Expenses.

4.  Continued Effect.  Except as otherwise amended herein, all other provisions
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of the Agreement shall remain in full force and effect.

5.  Counterparts.  This Amendment may be executed by facsimile and in more than
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one counterpart, each one of which shall be deemed an original, and all of which
taken together shall constitute one and the same instrument.




LITTLEJOHN FUND II, L.P.                     QUILVEST AMERICAN EQUITY LTD.
By:  Littlejohn Associates II, LLC,
     General Partner


     By:/s/Angus C. Littlejohn, Jr.              By:/s/Willem F.P. de Vogel
        -------------------------------            --------------------------
        Name:  Angus C. Littlejohn, Jr.             Name:Willem F.P. de Vogel
        Title: Manager                              Title: Attorney-in-Fact