EXHIBIT 10.8

                                                        EXECUTION COPY

                             U.S. $125,375,000

                    SHORT-TERM DOLLAR SUPPLY AGREEMENT,

                       dated as of September 28, 1994

                                   among

                          THE BANK OF NOVA SCOTIA,

                             as the Consignor,

                      CERTAIN FINANCIAL INSTITUTIONS,

                             as the Suppliers,

                          THE BANK OF NOVA SCOTIA,

                               CHEMICAL BANK

                                    and

                           THE BANK OF NEW YORK,

                    as the Co-Agents for the Suppliers,

                                    and

                          THE BANK OF NOVA SCOTIA,

               as the Administrative Agent for the Suppliers.


                             TABLE OF CONTENTS

     Section                                                      Page

                                 ARTICLE I

                      DEFINITIONS AND ACCOUNTING TERMS

      1.1.     Defined Terms . . . . . . . . . . . . . . . . . . .   
      1.2.     Use of Defined Terms  . . . . . . . . . . . . . . .   
      1.3.     Cross-References  . . . . . . . . . . . . . . . . .   

                                 ARTICLE II

                 ADVANCE COMMITMENT AND MAKING OF ADVANCES

      2.1.     Advance Commitment  . . . . . . . . . . . . . . . .  
      2.1.1.   Advance Commitment  . . . . . . . . . . . . . . . .  
      2.1.2.   Suppliers Not Permitted or Required to Make
                  Advances . . . . . . . . . . . . . . . . . . . .  
      2.2.     Reduction of Advance Commitment Amount  . . . . . .  
      2.3.     Advance Procedures and Funding; Participation in
                  Swing Line Consignments  . . . . . . . . . . . .  
      2.3.1.   Continuation Elections  . . . . . . . . . . . . . .  
      2.3.2.   Funding . . . . . . . . . . . . . . . . . . . . . .  
      2.4.     Extension of Stated Maturity Date and Maturity of
                  Advances . . . . . . . . . . . . . . . . . . . .  
      2.4.1.   Request for Extension of Stated Maturity and
                  Maturity of Advances . . . . . . . . . . . . . .  
      2.4.2.   Consent to Extension of Stated Maturity Date and
                  Maturity of Advances . . . . . . . . . . . . . .  

                                ARTICLE III

                 REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

      3.1.     Repayments and Prepayments  . . . . . . . . . . . .  
      3.1.1.   Final Maturity  . . . . . . . . . . . . . . . . . .  
      3.1.2.   Acceleration of Stated Maturity Date  . . . . . . .  
      3.1.3.   Mandatory Prepayments of Advances . . . . . . . . .  
      3.2.     Fees  . . . . . . . . . . . . . . . . . . . . . . .  
      3.2.1.   Funding Fee . . . . . . . . . . . . . . . . . . . .  
      3.2.2.   Commitment Fees . . . . . . . . . . . . . . . . . .  
      3.2.3.   Post-Maturity Rates . . . . . . . . . . . . . . . .  

                                 ARTICLE IV

                   CERTAIN LIBO RATE AND OTHER PROVISIONS

      4.1.     LIBO Rate Lending Unlawful  . . . . . . . . . . . .  
      4.2.     Deposits Unavailable  . . . . . . . . . . . . . . .  
      4.3.     Increased LIBO Rate Advance Costs, etc. . . . . . .  
      4.4.     Funding Losses  . . . . . . . . . . . . . . . . . .  
      4.5.     Increased Capital Costs . . . . . . . . . . . . . .  
      4.6.     Taxes . . . . . . . . . . . . . . . . . . . . . . .  
      4.7.     Payments, Computations, etc.  . . . . . . . . . . .  
      4.8.     Sharing of Payments . . . . . . . . . . . . . . . .  
      4.9.     Use of Proceeds . . . . . . . . . . . . . . . . . .  
      4.10.    Replacement of Suppliers  . . . . . . . . . . . . .  
      4.11.    Assignment to Administrative Agent  . . . . . . . .  

                                 ARTICLE V

                           CONDITIONS TO ADVANCES

      5.1.     Initial Advance . . . . . . . . . . . . . . . . . .  
      5.1.1.   Resolutions, etc. . . . . . . . . . . . . . . . . .  
      5.1.2.   Revolving Credit Agreement and Short-Term Fee
                  Consignment Agreement Effectiveness  . . . . . .  
      5.1.3.   Opinions of Counsel . . . . . . . . . . . . . . . .  
      5.1.4.   Closing Fees, Expenses, etc.  . . . . . . . . . . .  
      5.2.     All Advances  . . . . . . . . . . . . . . . . . . .  
      5.2.1.   No Default, etc.  . . . . . . . . . . . . . . . . .  
      5.2.2.   Advance Request . . . . . . . . . . . . . . . . . .  
      5.2.3.   Satisfactory Legal Form . . . . . . . . . . . . . .  
      5.2.4.   No Consignor Bankruptcy Event . . . . . . . . . . .  
      5.2.5.   Advances Pursuant to Section 2.3.1  . . . . . . . .  

                                 ARTICLE VI

                             EVENTS OF DEFAULT

      6.1.     Listing of Events of Default  . . . . . . . . . . .  
      6.1.1.   Breach of Warranty  . . . . . . . . . . . . . . . .  
      6.1.2.   Default Under Material Agreements, etc. . . . . . .  
      6.1.3.   Bankruptcy, Insolvency, etc.  . . . . . . . . . . .  
      6.2.     Action if Bankruptcy  . . . . . . . . . . . . . . .  
      6.3.     Action if Other Event of Default  . . . . . . . . .  
      6.4.     Consignor Bankruptcy Event  . . . . . . . . . . . .  

                                ARTICLE VII

                                 THE AGENTS

      7.1.     Actions . . . . . . . . . . . . . . . . . . . . . .  
      7.2.     Funding Reliance, etc.  . . . . . . . . . . . . . .  
      7.3.     Exculpation . . . . . . . . . . . . . . . . . . . .  
      7.4.     Successor . . . . . . . . . . . . . . . . . . . . .  
      7.5.     Advances by an Agent  . . . . . . . . . . . . . . .  
      7.6.     Credit Decisions  . . . . . . . . . . . . . . . . .  
      7.7.     Copies, etc.  . . . . . . . . . . . . . . . . . . .  

                                ARTICLE VIII

                          MISCELLANEOUS PROVISIONS

      8.1.     Waivers, Amendments, etc. . . . . . . . . . . . . .  
      8.2.     Notices . . . . . . . . . . . . . . . . . . . . . .  
      8.3.     Payment of Costs and Expenses . . . . . . . . . . .  
      8.4.     Turn-Over of Certain Payments . . . . . . . . . . .  
      8.5.     Survival  . . . . . . . . . . . . . . . . . . . . .  
      8.6.     Severability  . . . . . . . . . . . . . . . . . . .  
      8.7.     Headings  . . . . . . . . . . . . . . . . . . . . .  
      8.8.     Execution in Counterparts, Effectiveness, etc.  . .  
      8.9.     Governing Law; Entire Agreement . . . . . . . . . .  
      8.10.    Successors and Assigns  . . . . . . . . . . . . . .  
      8.11.    Sale and Transfer of Advances; Participation in
                  Advances . . . . . . . . . . . . . . . . . . . .  
      8.11.1.  Assignments . . . . . . . . . . . . . . . . . . . .  
      8.11.2.  Participation . . . . . . . . . . . . . . . . . . .  
      8.12.    Other Transactions  . . . . . . . . . . . . . . . .  
      8.13.    Forum Selection and Consent to Jurisdiction . . . .  
      8.14.    Waiver of Jury Trial  . . . . . . . . . . . . . . .  
      8.15.    No Recourse . . . . . . . . . . . . . . . . . . . .  
      8.16.    Waiver of Immunity; Judgment Currency . . . . . . .  

     EXHIBIT A   -   Form of Advance Request
     EXHIBIT B   -   Form of Supplier Assignment Agreement
     EXHIBIT C   -   Form of Continuation Notice
     EXHIBIT D   -   Form of Extension Request
     EXHIBIT E   -   Form of Suppliers' Agreement
     EXHIBIT F   -   Form of Opinion of Senior Legal Counsel
                       to the Consignor
     EXHIBIT G   -   Form of Opinion of New York Counsel
                       to the Consignor


                     SHORT-TERM DOLLAR SUPPLY AGREEMENT

          THIS SHORT-TERM DOLLAR SUPPLY AGREEMENT, dated as of
     September 28, 1994, among THE BANK OF NOVA SCOTIA ("Scotiabank")
     as consignor (in such capacity, the "Consignor"), the various
     financial institutions as are or may become parties hereto
     (collectively, the "Suppliers"), SCOTIABANK, CHEMICAL BANK
     ("Chemical") and THE BANK OF NEW YORK ("BONY") as the co-agents
     (in such capacity, the "Co-Agents") for the Suppliers, and
     Scotiabank, as administrative agent (in such capacity, together
     with any successor appointed pursuant to Section 7.4, the
     "Administrative Agent") for the Suppliers,

                            W I T N E S S E T H:

          WHEREAS, the Consignor and Handy & Harman, a New York
     corporation (the "Consignee"), are parties to a Short-Term Fee
     Consignment Agreement dated as of the date hereof (as amended,
     supplemented, amended and restated or otherwise modified pursuant
     to the terms thereof, the "Short-Term Fee Consignment
     Agreement"), pursuant to which the Consignor will from time to
     time consign up to 110,000 troy ounces of gold and up to
     11,250,000 troy ounces of silver (such gold and silver
     collectively referred to as the "Bullion"), all in accordance
     with the terms and conditions thereof;

          WHEREAS, the Suppliers will provide the Advance Commitment
     pursuant to which each Supplier will make Advances of Dollars in
     connection with consignments of Bullion by the Consignor to the
     Consignee pursuant to the Short-Term Fee Consignment Agreement;
     and

          WHEREAS, the Suppliers are willing, on the terms and
     conditions hereinafter set forth (including Article V), to make
     such Advances and extend the Advance Commitment hereunder;

          NOW, THEREFORE, the parties hereto agree as follows:

                                 ARTICLE I

                      DEFINITIONS AND ACCOUNTING TERMS

          SECTION 1.1.  Defined Terms.  The following terms (whether
     or not underscored) when used in this Agreement, including its
     preamble and recitals, shall, except where the context otherwise
     requires, have the following meanings (such meanings to be
     equally applicable to the singular and plural forms thereof):

          "Administrative Agent" is defined in the preamble.

          "Advances" is defined in Section 2.1.1.

          "Advance Commitment" is defined in Section 2.1.1.

          "Advance Commitment Amount" means $125,375,000, as such
     amount may be reduced from time to time pursuant to Section 2.2.

          "Advance Commitment Termination Date" means the earliest of

               (a)  the Stated Maturity Date;

               (b)  the date on which the Advance Commitment Amount is
          terminated in full or reduced to zero pursuant to Section
          2.2;

               (c)  the occurrence of any Default described in clauses
          (a) through (d) of Section 6.1.3; 

               (d)  the occurrence and continuance of any other Event
          of Default and either 

                    (i)  the declaration of the Obligations of the
               Consignee under the Short-Term Fee Consignment
               Agreement to be due and payable pursuant to Section 8.3
               thereof, or

                    (ii)  in the absence of such declaration, the
               giving of notice by the Administrative Agent, acting at
               the direction of the Required Suppliers, to the
               Consignor and the Consignee that the Advance Commitment
               has been terminated; and

               (e)  the occurrence of any Consignor Bankruptcy Event.

     Upon the occurrence of any event described in clause (b), (c) or
     (e) the Advance Commitment shall terminate automatically and
     without further action.

          "Advance Document" means this Agreement, each Advance
     Request, each Extension Request, each Supplier Assignment
     Agreement, the Suppliers' Agreement and each Continuation
     Request.

          "Advance Request" means a notice requesting Advances
     executed and delivered by the Consignor, substantially in the
     form of Exhibit A attached hereto.

          "Affected Supplier" is defined in Section 4.3.

          "Affiliate" is defined in the Revolving Credit Agreement.

          "Agent" means, as the context may require, any Co-Agent or
     the Administrative Agent. 

          "Agreement" means, on any date, this Short-Term Dollar
     Supply Agreement as originally in effect on the Effective Date
     and as thereafter from time to time amended, supplemented,
     amended and restated or otherwise modified and in effect on such
     date.

          "Alternate Base Rate" means, on any date and with respect to
     all Base Rate Advances, a fluctuating per annum rate equal to the
     higher of

               (a)  the rate of interest most recently established by
          Scotiabank at its Domestic Office as its base rate for
          Dollar loans in the United States; and

               (b)  the Federal Funds Rate for such date plus 1/2 of
          1%.

     The Alternate Base Rate is not necessarily intended to be the
     lowest rate of interest determined by Scotiabank in connection
     with extensions of credit.  Changes in Obligations accruing
     interest at the Alternate Base Rate will take effect
     simultaneously with each change in the Alternate Base Rate.  The
     Administrative Agent will give prompt notice to the Consignee and
     the Suppliers of changes in the Alternate Base Rate.

          "Assignee Supplier" is defined in Section 8.11.1.

          "Authorized Officer" means those officers of the Consignee
     whose signatures and incumbency shall have been certified to the
     Administrative Agent and the Suppliers pursuant to Article V.

          "Base Rate Advance" means each Advance pursuant to which the
     Funding Fee accrues at a fluctuating rate determined by reference
     to the Alternate Base Rate.

          "BONY" is defined in the preamble.

          "Bullion" is defined in the first recital.

          "Business Day" means 

               (a)  any day which is neither a Saturday or Sunday nor
          a legal holiday on which banks are authorized or required to
          be closed in New York, New York, U.S.A. or Toronto, Ontario,
          Canada and on which dealings in Dollars are carried on in
          the London interbank market; and

               (b)  in the case of any location to which Bullion is to
          be delivered or received, a day that transactions in Bullion
          can be carried out at such location.

          "Chemical" is defined in the preamble.

          "Co-Agents" is defined in the preamble.

          "Consignee" is defined in the first recital.

          "Consignor" is defined in the preamble.

          "Consignor Bankruptcy Event" means the Consignor shall

               (a)  become insolvent or generally fail to pay, or
          admit in writing its inability or unwillingness to pay,
          debts as they become due;

               (b)  apply for, consent to, or acquiesce in, the
          appointment of a trustee, receiver, sequestrator or other
          custodian for the Consignor or any property of any thereof,
          or make a general assignment for the benefit of creditors;

               (c)  in the absence of such application, consent or
          acquiescence, permit or suffer to exist the appointment of a
          trustee, receiver, sequestrator or other custodian for the
          Consignor or for a substantial part of the property of any
          thereof;

               (d)  permit or suffer to exist the commencement of any
          bankruptcy, reorganization, debt arrangement or other case
          or proceeding under any bankruptcy or insolvency law, or any
          dissolution, winding up or liquidation proceeding, in
          respect of the Consignor; or

               (e)  take any action authorizing, or in furtherance of,
          any of the foregoing.

          "Continuation Date" is defined in clause (a) of Section
     3.1.3.

          "Continuation Notice" means a notice of continuation duly
     executed by the Consignor pursuant to the terms hereof,
     substantially in the form of Exhibit C attached hereto.

          "Default" means any Event of Default or any condition,
     occurrence or event which, after notice or lapse of time or both,
     would constitute an Event of Default.

          "Dollar" and the symbol "$" mean lawful money of the United
     States.

          "Dollar Supply Agreement" means the Dollar Supply Agreement,
     dated as of the date hereof, among the Consignor, the financial
     institutions from time to time parties thereto, Scotiabank, BONY
     and Chemical, as co-agents and Scotiabank, as administrative
     agent, as amended, supplemented, amended and restated or
     otherwise modified from time to time pursuant to the terms
     thereof.

          "Domestic Office" means, relative to any Supplier, the
     office of such Supplier designated as such below its signature
     hereto or designated in the Supplier Assignment Agreement or such
     other office of a Supplier (or any successor or assign of such
     Supplier) within the United States as may be designated from time
     to time by notice from such Supplier, as the case may be, to each
     other party hereto. 

          "Effective Date" means the date this Agreement becomes
     effective pursuant to Section 8.8.

          "Environmental Law" is defined in the Revolving Credit
     Agreement.

          "Event of Default" is defined in Section 6.1.

          "Extension Request" means an extension request duly executed
     by the Consignor, substantially in the form of Exhibit D hereto.

          "Federal Funds Rate" means, for any day, a fluctuating
     interest rate per annum equal for such day to the weighted
     average of the rates on overnight federal funds transactions with
     members of the Federal Reserve System arranged by federal funds
     brokers, as published for such day (or, if such day is not a
     Business Day in the City of New York, for the next preceding
     Business Day) by the Federal Reserve Bank of New York; provided,
     however, that if such rate is not so published for any day which
     is a Business Day in the City of New York, the rate for such day
     shall be the average of the quotations for such day on such
     transactions received by the Administrative Agent from three
     federal funds brokers of recognized standing selected by it.

          "Fee Consignment Agreement" means the Fee Consignment
     Agreement, dated as of the date hereof (as amended, supplemented,
     amended and restated or otherwise modified), between The Bank of
     Nova Scotia (as consignor) and Handy and Harman (as consignee).

          "Fee Letter" is defined in the Revolving Credit Agreement.

          "Funding Fee" is defined in Section 3.2.1.

          "Funding Period" means, relative to any Advance, the period
     beginning on (and including) the date on which such Advance is
     made or continued as an Advance pursuant to Section 2.3 or 2.3.1
     and shall end on (but exclude) the day which numerically
     corresponds to such date one, two or three months (or such other
     period, if agreed to by all the Suppliers) thereafter (or, if
     such month has no numerically corresponding day, on the last
     Business Day of such month), in each case equal to a
     corresponding Consignment Period as requested by the Consignee
     under the Short-Term Fee Consignment Agreement as the Consignor
     will notify to the Suppliers in its relevant notice pursuant to
     Section 2.3 or 2.3.1; provided, however, that

               (a)  Funding Periods commencing on the same date for
          Advances in respect of the same consignment of Bullion shall
          be of the same duration,

               (b)  if such Funding Period would otherwise end on a
          day which is not a Business Day, such Funding Period shall
          end on the next following Business Day; provided, however,
          that if such next following Business Day is the first
          Business Day of a calendar month, such Funding Period shall
          end on the next preceding Business Day, and

               (c)  no Funding Period may end later than the Stated
          Maturity Date.

     No more than ten Funding Periods shall be in effect at any one
     time.

          "Hazardous Material" is defined in the Revolving Credit
     Agreement.

          "herein", "hereof", "hereto", "hereunder" and similar terms
     contained in this Agreement or any other Advance Document refer
     to this Agreement or such other Advance Document, as the case may
     be, as a whole and not to any particular Section, paragraph or
     provision of this Agreement or such other Advance Document.

          "including" means including without limiting the generality
     of any description preceding such term, and, for purposes of this
     Agreement and each other Advance Document, the parties hereto
     agree that the rule of ejusdem generis shall not be applicable to
     limit a general statement, which is followed by or referable to
     an enumeration of specific matters or to matters specifically
     mentioned.

          "Indemnified Liabilities" is defined in Section 8.4.

          "Indemnified Parties" is defined in Section 8.4.

          "LIBO Rate" is defined in Section 3.2.1.

          "LIBO Rate Advance" means each Advance pursuant to which the
     Funding Fee accrues at a rate determined by reference to the LIBO
     Rate (Reserve Adjusted).

          "LIBO Rate (Reserve Adjusted)" is defined in Section 3.2.1.

          "LIBOR Office" means, relative to any Supplier, the office
     of such Supplier designated as such below its signature hereto or
     designated in a Supplier Assignment Agreement or such other
     office of a Supplier as designated from time to time by notice
     from such Supplier to the Consignee and the Administrative Agent,
     whether or not outside the United States, which shall be making
     or maintaining LIBO Rate Advances.

          "LIBOR Reserve Percentage" is defined in Section 3.2.1. 

          "Lien" means any security interest, mortgage, pledge,
     hypothecation, assignment, deposit arrangement, encumbrance, lien
     (statutory or otherwise), charge against or interest in property
     to secure payment of a debt or performance of an obligation or
     other priority or preferential arrangement of any kind or nature
     whatsoever.

          "Non-Consenting Supplier" is defined in clause (c) of
     Section 2.4.2.

          "Non-Recourse Joint Venture" is defined in the Revolving
     Credit Agreement.

          "Obligations" means all obligations (monetary or otherwise)
     of the Consignee arising under or in respect of the Short-Term
     Fee Consignment Agreement.

          "Organic Document" means, relative to the Consignee, its
     certificate of incorporation, its by-laws and all shareholder
     agreements, voting trusts and similar arrangements applicable to
     any of its authorized shares of capital stock.

          "Participant" is defined in Section 8.11.2.

          "Percentage" means, relative to any Supplier, the percentage
     set forth opposite its signature hereto or set forth in a
     Supplier Assignment Agreement, as such percentage may be adjusted
     from time to time pursuant to Supplier Assignment Agreement(s)
     executed by such Supplier and its Assignee Supplier(s) and
     delivered pursuant to Section 8.11.1.

          "Person" means any natural person, corporation, partnership,
     firm, association, trust, government, governmental agency or any
     other entity, whether acting in an individual, fiduciary or other
     capacity.

          "Quarterly Payment Date" means the last day of each March,
     June, September and December or, if any such day is not a
     Business Day, the next succeeding Business Day.

          "Release" is defined in the Revolving Credit Agreement.

          "Replacement Notice" is defined in Section 4.10.

          "Required Suppliers" means, at any time, Suppliers whose
     Percentages equal or exceed 51%.

          "Revolving Credit Agreement" means the Revolving Credit
     Agreement, dated as of the date hereof (as amended, supplemented,
     amended and restated or otherwise modified from time to time
     pursuant to the terms thereof), among the Consignee, certain
     financial institutions from time to time parties thereto,
     Chemical, BONY and Scotiabank as co-agents and Scotiabank, as the
     administrative agent; provided that if the Revolving Credit
     Agreement shall be refinanced or otherwise terminated and no
     longer of force and effect at a time when this Agreement is still
     in effect, then for purposes of this Agreement the "Revolving
     Credit Agreement" shall mean the Revolving Credit Agreement, as
     in effect immediately prior to the date of such refinancing or
     termination.

          "Scotiabank" is defined in the preamble.

          "Short-Term Fee Consignment Agreement" is defined in the
     first recital.

          "Short Term Revolving Credit Agreement" is defined in the
     Revolving Credit Agreement.

          "Stated Maturity Date" means September 26, 1995, as such
     date may be extended from time to time pursuant to Section 2.4.

          "Subject Supplier" is defined in Section 4.10.

          "Subsidiary" means, with respect to any Person, any
     corporation of which more than 50% of the outstanding capital
     stock having ordinary voting power to elect a majority of the
     board of directors of such corporation (irrespective of whether
     at the time capital stock of any other class or classes of such
     corporation shall or might have voting power upon the occurrence
     of any contingency) is at the time directly or indirectly owned
     by such Person, by such Person and one or more other Subsidiaries
     of such Person, or by one or more other Subsidiaries of such
     Person.

          "Substitute Rate" is defined in Section 3.2.1.

          "Supplier Assignment Agreement" means a Supplier Assignment
     Agreement substantially in the form of Exhibit B attached hereto.

          "Suppliers" is defined in the preamble.

          "Suppliers' Agreement" means the Suppliers' Agreement, dated
     as of the date hereof (as amended, supplemented, amended and
     restated or otherwise modified from time to time pursuant to the
     terms thereof), among the Consignor, the Suppliers (as defined
     herein and in the Dollar Supply Agreement) and the Administrative
     Agent, substantially in the form attached hereto as Exhibit E. 

          "Taxes" is defined in Section 4.6.

          "type" means, relative to any Advance, the portion thereof,
     if any, being maintained as a Base Rate Advance or a LIBO Rate
     Advance.

          "United States" or "U.S." means the United States of
     America, its fifty States and the District of Columbia.

          "Valuation Date" is defined in clause (a) of Section 3.1.3.

          SECTION 1.2.  Use of Defined Terms.  Unless otherwise
     defined or the context otherwise requires,

               (a)  terms for which meanings are provided in this
          Agreement shall have such meanings when used in any Advance
          Document, notice and other communication delivered from time
          to time in connection with this Agreement or any other
          Advance Document; and

               (b)  terms used in this Agreement or any Advance
          Document that are not defined herein (or in such Advance
          Document) are used herein with the meanings set forth in the
          Short-Term Fee Consignment Agreement.

          SECTION 1.3.  Cross-References.  Unless otherwise specified,
     references in this Agreement and in each other Advance Document
     to any Article or Section are references to such Article or
     Section of this Agreement or such other Advance Document, as the
     case may be, and, unless otherwise specified, references in any
     Article, Section or definition to any clause are references to
     such clause of such Article, Section or definition.

                                 ARTICLE II

                 ADVANCE COMMITMENT AND MAKING OF ADVANCES

          SECTION 2.1.  Advance Commitment.  On the terms and subject
     to the conditions of this Agreement (including Article V), each
     Supplier severally agrees to make Advances to the Consignor
     pursuant to the Advance Commitment described in Section 2.1.1;
     provided, that all payments and repayments of such Advances are
     subject to the terms of Section 8.15.

          SECTION 2.1.1.  Advance Commitment.  From time to time on
     any Business Day occurring prior to the Advance Commitment
     Termination Date, each Supplier will advance Dollars to the
     Administrative Agent in respect of other than Swing Line
     Consignments to be forwarded to the Consignor (relative to such
     Supplier, its "Advances") equal to such Supplier's Percentage of
     the aggregate amount of the Advances required pursuant to Section
     2.3 or Section 2.3.1 to be made on such day.  The commitment of
     each Supplier described in this Section 2.1.1 is herein referred
     to as its "Advance Commitment".  On the terms and subject to the
     conditions hereof, the Consignor may from time to time prior to
     the Advance Commitment Termination Date have Advances funded to
     it, prepay such Advances following the return or purchase of
     Bullion (or other gold or silver) by the Consignee under the
     Short-Term Fee Consignment Agreement and have additional Advances
     funded to it in connection with consignments of Bullion
     thereunder.

          SECTION 2.1.2.  Suppliers Not Permitted or Required to Make
     Advances.  No Supplier shall be permitted or required to make any
     Advance if, after giving effect thereto, the aggregate
     outstanding principal amount of all Advances owing

               (a)  to all Suppliers would exceed the Advance
          Commitment Amount (after giving effect to any actual or
          contingent obligation with respect to outstanding Swing Line
          Consignments), which obligation shall be deemed to equal the
          then Dollar Value of gold and/or the then Dollar Value of
          silver as applicable, multiplied by the number of troy
          ounces of gold or troy ounces of silver (or both, if
          applicable) that are then consigned pursuant to Swing Line
          Consignments; or

               (b)  to such Supplier would exceed such Supplier's
          Percentage multiplied by the Advance Commitment Amount.

          SECTION 2.2.  Reduction of Advance Commitment Amount. 
     Subject to the satisfaction of the conditions set forth in
     Section 5.2.5, upon the occurrence of a voluntary reduction in
     whole or in part of the Commitment Amount pursuant to Section
     2.2.1 of the Short-Term Fee Consignment Agreement, there shall
     also occur an automatic and contemporaneous reduction in the
     Advance Commitment Amount hereunder in an amount equal to the
     number of troy ounces of gold or troy ounces of silver (or both,
     if applicable) by which the Commitment Amount under the Short-
     Term Fee Consignment Agreement is being reduced, multiplied by
     $475 (in the case where a reduction in the Commitment Amount is
     in respect of gold) and $6.50 (in the case where a reduction in
     the Commitment Amount is in respect of silver).

          SECTION 2.3.  Advance Procedures and Funding; Participation
     in Swing Line Consignments.  (a)  This clause (a) sets forth the
     procedure for funding of Advances (other than in respect of Swing
     Line Consignments).  Promptly following receipt of a Consignment
     Request from the Consignee, the Consignor agrees to deliver an
     Advance Request for a Funding Period that is the same duration of
     the requested Consignment Period to the Administrative Agent
     pursuant to which the Consignor will request, on at least three
     but no more than five Business Days' prior notice, that an
     Advance be made by all the Suppliers in a minimum amount of
     $10,000,000, or, if less, in the unused amount of the Advance
     Commitment Amount.  In connection with any consignment of Bullion
     under the Short-Term Fee Consignment Agreement, the Consignor
     shall not agree to a Consignment Period of other than one, two or
     three months unless all the Suppliers have first consented to
     such other Consignment Period.  The Administrative Agent agrees
     to promptly notify each Supplier of the receipt of each Advance
     Request.  The amount of the Advance in respect of any given
     Consignment Request shall equal the Dollar Value of gold or the
     Dollar Value of silver (or both, if applicable as determined by
     the Consignor and notified to the Administrative Agent) as in
     effect three Business Days prior to the making of the Advance,
     multiplied by the number of troy ounces of gold or troy ounces of
     silver (or both, if applicable) that the Consignee is requesting
     be consigned to it by the Consignor.  On the terms and subject to
     the conditions of this Agreement, each Advance shall be made on
     the Business Day specified in such Advance Request.  On or before
     11:00 a.m. (New York City time) on the Business Day that such
     Advance is to be made, each Supplier shall deposit with the
     Administrative Agent immediately available funds in an amount
     equal to such Supplier's Percentage of the requested Advance. 
     Such deposit will be made to an account which the Administrative
     Agent shall specify from time to time by notice to the Suppliers. 
     No Supplier's obligation to make any Advance shall be affected by
     any other Supplier's failure to make any Advance.

          (b)  If and to the extent that, following an Event of
     Default, Bullion consigned pursuant to a Swing Line Consignment
     is not returned to the Consignor or purchased by the Consignee
     pursuant to the terms of the Short-Term Fee Consignment
     Agreement, the Consignor may, upon no less than four Business
     Days' prior notice by delivery of an Advance Request to the
     Administrative Agent, subject to Section 2.1.2, require all
     Suppliers to fund Advances in immediately available funds in an
     amount equal to such Supplier's Percentage of the Dollar Value of
     gold and/or the Dollar Value of silver (or both, if applicable)
     as in effect three Business Days prior to the date such Advances
     are to be made, multiplied by the number of ounces of gold and/or
     silver, as applicable, then held by the Consignee under Swing
     Line Consignments, and thereafter such Advances shall constitute
     an Advance made by such Supplier hereunder with a Funding Period
     of one month.  Each Supplier shall be required to make the
     Advances contemplated by this Section, notwithstanding the
     occurrence and continuance of an Event of Default on the date
     such Advances are to be made.  

          SECTION 2.3.1.  Continuation Elections.  Promptly following
     the delivery of a Continuation/Return Notice to the Consignor in
     accordance with Section 2.3.1 of the Short-Term Fee Consignment
     Agreement in which the Consignee is requesting that all or any
     portion of previously consigned Bullion is to remain consigned to
     the Consignee pursuant to the terms of the Short-Term Fee
     Consignment Agreement, the Consignor will deliver to the
     Administrative Agent a Continuation Notice with respect to the
     previously funded corresponding Advances (and, if Bullion
     previously consigned under a Swing Line Consignment is to be
     continued with a then maturing consignment of Bullion under
     Section 2.3.1 of the Short-Term Fee Consignment Agreement, the
     Continuation Notice shall include an amount of Advances in
     respect of such Bullion calculated in accordance with the next
     sentence) that were made hereunder, pursuant to which the
     Suppliers shall continue all, or any applicable portion of, such
     Advances following the last day of a Funding Period with respect
     thereto (subject to Sections 4.1, 4.2 and 4.3) as a LIBO Rate
     Advance, and in the absence of delivery of a Continuation Notice
     with respect to any Advance at least four but not more than five
     Business Days prior to the last day of the then current Funding
     Period with respect thereto, such Advance (and, if pursuant to
     Section 2.3.1 of the Short-Term Fee Consignment Agreement,
     Bullion consigned under Swing Line Consignments is to be
     continued with Bullion not previously consigned under Swing Line
     Consignments, a corresponding amount of Advances in an amount as
     determined below) shall, on such last day, automatically continue
     for a Funding Period of one month and, in such event, the
     Consignor will deliver to the Administrative Agent a Continuation
     Notice with respect to the previously funded corresponding
     Advances that were made hereunder, pursuant to which the
     Suppliers shall, subject to the satisfaction of the conditions
     set forth in Section 5.2.5, continue all such Advances following
     the last day of the then expiring Funding Period with respect
     thereto (subject to Sections 4.1, 4.2 and 4.3) as a LIBO Rate
     Advance for a Funding Period of one month.  The amount of the
     Advances in respect of any such Continuation Notice shall equal
     the Dollar Value of gold or the Dollar Value of silver (or both,
     if applicable, and, subject to the last sentence of this Section,
     including any Bullion that was previously consigned under Swing
     Line Consignments that is then to be continued under consignment
     as other than Swing Line Consignments) as in effect three
     Business Days prior to the continuation of the Advance,
     multiplied by the number of troy ounces of gold or troy ounces of
     silver (or both, if applicable, and including any Bullion that
     was previously consigned under Swing Line Consignments that is
     then to be continued under consignment as other than Swing Line
     Consignments) that the Consignee has requested be continued under
     consignment by the Consignor.  Subject to the proviso set forth
     below in this Section, to the extent such Dollar Value of gold or
     Dollar Value of silver (as applicable) three Business Days prior
     to the first day of the next succeeding Funding Period as
     notified to the Administrative Agent and the Suppliers by the
     Consignor 

               (a)  exceeds that which was in effect three Business
          Days prior to the date the relevant consignment was
          originally made (or subsequently continued pursuant to
          Section 2.3.1 of the Short-Term Fee Consignment Agreement),
          then the Suppliers shall (subject to Section 5.2.5) fund
          Advances to the Administrative Agent on the first day of
          such next succeeding Funding Period in an amount equal to
          such Supplier's Percentage multiplied by such excess; and

               (b)  is less than that which was in effect three
          Business Days prior to the date the relevant consignment was
          originally made (or subsequently continued pursuant to
          Section 2.3.1 of the Short-Term Fee Consignment Agreement),
          then the Consignor shall repay Advances to the
          Administrative Agent on the last day of the then expiring
          Funding Period in an amount equal to such difference
          pursuant to clause (a) of Section 3.1.3;

     provided, however, that subject to Section 2.1.2 the calculations
     required in clauses (a) and (b) above shall be made without
     giving effect to any Bullion that was, on the day immediately
     preceding the date that the applicable Funding Period is to be
     extended, consigned under Swing Line Consignments.  If the
     Consignee is including in the applicable Consignment Period any
     Bullion that was previously consigned pursuant to a Swing Line
     Consignment in the continuation of Bullion under consignment, as
     set forth in Section 2.3.1 of the Short-Term Fee Consignment
     Agreement, then the Suppliers shall fund Advances on the first
     day of such next succeeding Funding Period to the Administrative
     Agent in an amount equal to such Supplier's Percentage of the
     Dollar Value of gold or the Dollar Value of silver (or both, if
     applicable) as in effect three Business Days prior to the
     continuation of Advances contemplated by this Section, multiplied
     by the number of troy ounces of gold or troy ounces of silver (or
     both, if applicable) that were theretofore held under Swing Line
     Consignments but are being continued under consignment as other
     than Swing Line Consignments.

          SECTION 2.3.2.  Funding.  Each Supplier may, if it so
     elects, fulfill its obligation to advance or continue LIBO Rate
     Advances hereunder by causing one of its foreign branches or
     affiliates (or an international banking facility created by such
     Supplier) to advance or continue such LIBO Rate Advance;
     provided, however, that such LIBO Rate Advance shall nonetheless
     be deemed to have been made and to be held by such Supplier, and
     the obligation to repay such LIBO Rate Advance shall nevertheless
     be to such Supplier for the account of such foreign branch,
     affiliate or international banking facility.   

          SECTION 2.4.  Extension of Stated Maturity Date and Maturity
     of Advances.  Each of (i) the Stated Maturity Date and (ii) the
     obligation, pursuant to Section 3.1.1, to make a mandatory
     repayment of the outstanding principal amount of Advances on the
     Stated Maturity Date, shall be subject to extension or
     postponement, as the case may be, as set forth in this Section.

          SECTION 2.4.1.  Request for Extension of Stated Maturity and
     Maturity of Advances.  Any term or provision of this Agreement to
     the contrary notwithstanding, promptly after the delivery of a
     Consignment Extension Request by the Consignee to the Consignor
     pursuant to the terms of the Short-Term Fee Consignment Agreement
     in respect of which the Consignor is willing to extend the Stated
     Maturity Date, the Consignor shall, by delivery of a duly
     completed Extension Request to each Supplier, irrevocably request
     that each Supplier extend for a period not in excess of 364 days
     the then existing Stated Maturity Date. 

          SECTION 2.4.2.  Consent to Extension of Stated Maturity Date
     and Maturity of Advances.

               (a)  Each Supplier shall, within 30 days of receipt of
          an Extension Request, notify the Administrative Agent
          whether or not it consents to the extension set forth in
          such Extension Request, such consent to be in the sole
          discretion of such Supplier.  If any Supplier does not so
          notify the Administrative Agent of its decision within such
          30 day period, such Supplier shall be deemed not to have
          consented to such request.

               (b)  The Administrative Agent shall promptly notify the
          Consignor and the Consignee whether the Suppliers have
          consented to such request.  If the Administrative Agent does
          not so notify the Consignor within 35 days following the
          date the Consignor receives the applicable Consignment
          Extension Request from the Consignee, the Administrative
          Agent shall be deemed to have notified the Consignor that
          the Suppliers have not consented to such request.

               (c)  Each Supplier that elects not to provide a new
          Advance Commitment upon the expiration of the then effective
          Stated Maturity Date or that fails to so notify the
          Administrative Agent of such consent (a "Non-Consenting
          Supplier") hereby agrees that if, on or prior to the then
          effective Stated Maturity Date, any other Supplier or other
          financial institution acceptable to the Consignor and the
          Consignee offers to purchase such Non-Consenting Supplier's
          Percentage of the Advance Commitment (and other amounts and
          commitments, as required pursuant to Section 8.11.1) for a
          purchase price equal to the sum of all amounts then owing
          with respect to the Advances and all other amounts accrued
          for the account of such Non-Consenting Supplier, such Non-
          Consenting Supplier will assign, sell and transfer on the
          then effective Stated Maturity Date all of its right, title,
          interest and obligations with respect to the foregoing to
          such other Supplier or financial institution pursuant to the
          terms of Section 8.11.1, and the fee payable pursuant to
          Section 8.11.1 shall be payable by such Assignee Supplier.

               (d)  The Advances of any Non-Consenting Supplier that
          were not purchased pursuant to clause (c) will mature and be
          due and payable, and such Non-Consenting Supplier's Advance
          Commitment will terminate, on the then scheduled Stated
          Maturity Date.  On each such date, the Advance Commitment
          Amount will be automatically reduced by an amount equal to
          the product of

                    (i)  the sum of the Percentages of all Non-
               Consenting Suppliers that were not purchased pursuant
               to clause (c), and

                    (ii)  the Advance Commitment Amount (whether used
               or unused) on such Stated Maturity Date immediately
               prior to such calculation.

               (e)  On the date that would have been the Stated
          Maturity Date had the Advance Commitment not been extended
          pursuant to the terms of this Section, the Percentages of
          the remaining Suppliers which have consented to an extension
          of their Advance Commitment hereunder shall be adjusted
          accordingly by the Administrative Agent, based on such
          Suppliers' pro rata share of the remaining Advance
          Commitment Amount.

     Notwithstanding anything to the contrary contained in this
     Section, the Stated Maturity Date of those Suppliers consenting
     to such an extension shall not be extended for an additional one
     year period unless (i) Suppliers whose Percentages equal or
     exceed 75% (after giving effect to the operation of clause (c))
     have so consented to such extension, and (ii) the Consignor has
     consented to a corresponding extension of the Consignment
     Maturity Date pursuant to Section 2.4.2 of the Short-Term Fee
     Consignment Agreement.

                                ARTICLE III

                 REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

          SECTION 3.1.  Repayments and Prepayments.  Repayments and
     prepayments of Advances shall be made as set forth in this
     Section 3.1.  Each repayment or prepayment of any Advance made
     pursuant to this Section 3.1 shall be without premium or penalty,
     except as may be required to be paid (subject to Section 8.15)
     pursuant to Section 4.4.  No prepayment of principal of any
     Advances shall cause a reduction in the Advance Commitment
     Amount.  Notwithstanding anything to the contrary in this
     Agreement or any other Advance Document, the parties hereto
     acknowledge and agree that (other than as required pursuant to
     clauses (a) and (e) of Section 3.1.3) each repayment and
     prepayment of Advances by the Consignor to the Suppliers, and all
     liability of the Consignor to the Suppliers in respect of such
     payments, shall be subject to the provisions of Section 8.15 and
     shall only arise as against the Consignor to the extent (and only
     to the extent) that Bullion (or other gold and/or silver, as
     applicable) has been purchased by the Consignee from the
     Consignor (and the Consignor shall have received in immediately
     available funds the purchase price of such Bullion) or has been
     returned to the Consignor by the Consignee as  required on the
     dates and in accordance with the terms of the Short-Term Fee
     Consignment Agreement; provided, that if the full amount of
     Bullion (or other gold and/or silver, as applicable) is returned
     to the Consignor, or the Consignor receives the entire amount of
     the purchase price agreed to in respect of a purchase of such
     Bullion, in each case on a date that is later than that which is
     required pursuant to the terms of the Short-Term Fee Consignment
     Agreement, then the Consignor agrees that it will make the
     payments otherwise required pursuant to Section 3.1.3 on the date
     such Bullion was returned or purchased, as the case may be.

          SECTION 3.1.1.  Final Maturity.  To the extent (but only to
     the extent) that all then consigned Bullion (or other gold and/or
     silver, as applicable) is returned from consignment to the
     Consignor and/or purchased by the Consignee on such date in
     accordance with the terms of the Short-Term Fee Consignment
     Agreement, on the Stated Maturity Date, the Consignor shall repay
     the unpaid principal amount of all Advances upon the Stated
     Maturity Date.  If less than all previously consigned Bullion (or
     other gold and/or silver, as applicable) is returned from
     consignment or is purchased by the Consignee pursuant to the
     terms of the Short-Term Fee Consignment Agreement on the Stated
     Maturity Date, then as between the Consignor and the Suppliers
     the terms of the Suppliers' Agreement shall be applied to
     determine the principal amount of the Advances that will be
     repaid to the Suppliers on the Stated Maturity Date (provided,
     that the Consignee's failure to return (or purchase, as
     applicable) all Bullion on the Stated Maturity Date shall
     nevertheless constitute an Event of Default, and any acceptance
     of any partial repayment or return of Bullion (as applicable)
     shall not be deemed to be a waiver of any terms or provisions of,
     or otherwise release the Consignee from complete performance of
     its Obligations under, the Short-Term Fee Consignment Agreement).

          SECTION 3.1.2.  Acceleration of Stated Maturity Date.  Upon
     any acceleration of the Stated Maturity Date pursuant to
     Section 6.2 or Section 6.3 the Consignor shall, to the extent
     (and only to the extent) that all previously consigned Bullion
     (or other gold and/or silver, as applicable) has first been
     returned to it from consignment by the Consignee, or has been
     purchased from the Consignor by the Consignee pursuant to the
     terms of the Short-Term Fee Consignment Agreement, repay the
     outstanding amount of all Advances on the date of such delivery
     or purchase of Bullion (or other gold and/or silver).  If, upon
     (or at any time after) the acceleration of the Stated Maturity
     Date pursuant to Section 6.2 or Section 6.3, the Consignee shall
     return to or purchase from the Consignor less than all previously
     consigned Bullion (or other gold and/or silver, as applicable),
     then as between the Consignor and the Suppliers the terms of the
     Suppliers' Agreement shall be applied to determine the principal
     amount of the Advances that will be repaid upon such return to or
     purchase from the Consignor (provided, that the Consignee's
     failure to return (or purchase, as applicable) all Bullion on the
     date of any acceleration of the Stated Maturity Date shall
     nevertheless constitute an Event of Default, and any acceptance
     of any partial repayment or return of Bullion (as applicable)
     shall not be deemed to be a waiver of any terms or provisions of,
     or otherwise release the Consignee from complete performance of
     its Obligations under, the Short-Term Fee Consignment Agreement).

          SECTION 3.1.3.  Mandatory Prepayments of Advances.  The
     Consignor shall make mandatory prepayments of the Advances as
     follows:

               (a)  to the extent that the Dollar Value of gold or the
          Dollar Value of silver (or both, if applicable) on the date
          that is three Business Days prior to the continuation of a
          consignment of all or a portion of Bullion (other than, and
          without regard to the Dollar Value of, Bullion that was,
          immediately preceding such continuation, consigned under a
          Swing Line Consignment) pursuant to Section 2.3.1 of the
          Short-Term Fee Consignment Agreement (such date being
          referred to as the "Continuation Date") is less than that
          which was in effect three Business Days prior to when the
          relevant consignment (and the corresponding Funding Period
          hereunder with respect to such consignment) was originally
          made or, if applicable, subsequently continued pursuant to
          Section 2.3.1 of the Short-Term Fee Consignment Agreement
          (such date being referred to as the "Valuation Date"), the
          Consignor shall repay the Advances on the last day of such
          then expiring Funding Period, pro rata to the Suppliers in
          accordance with their respective Percentages, in an amount
          equal to (i) the Dollar Value of gold or the Dollar Value of
          silver (or both, if applicable) that existed on the
          Valuation Date, multiplied (as applicable) by the number of
          ounces of gold and/or the number of ounces of silver (other
          than Bullion that was, immediately preceding such
          continuation, consigned under a Swing Line Consignment) that
          was consigned under the corresponding Consignment Period
          minus (ii) the Dollar Value of gold or the Dollar Value of
          silver (or both, if applicable) that existed on the
          Continuation Date multiplied (as applicable) by the number
          of ounces of gold and/or the number of ounces of silver
          (other than Bullion that was, immediately preceding such
          continuation, consigned under a Swing Line Consignment) to
          be continued under consignment pursuant to the relevant
          Continuation/Return Notice;

               (b)  on each date when Bullion (other than Bullion that
          was and then remains held under Swing Line Consignments) is
          purchased from the Consignor by the Consignee pursuant to
          the terms of Section 2.3.3 of the Short-Term Fee Consignment
          Agreement, regardless of the price agreed to between the
          Consignor and the Consignee, the Consignor shall make a
          mandatory prepayment of Advances in an amount equal to the
          Dollar Value of gold or the Dollar Value of silver (or both,
          if applicable) that was in effect on the Valuation Date
          corresponding to the applicable Consignment Period of the
          Bullion that is being purchased, multiplied by the number of
          ounces of Bullion so purchased; 

               (c)  on the last day of each Consignment Period when
          Bullion (or other gold or silver, as applicable), other than
          Bullion that was and then remains consigned under Swing Line
          Consignments, is returned (and not continued under
          consignment) to the Consignor by the Consignee, the
          Consignor shall make a mandatory prepayment of Advances in
          an amount equal to the Dollar Value of gold or the Dollar 
          Value of silver (or both, if applicable) that was in effect
          on the Valuation Date corresponding to such applicable
          Consignment Period in respect of which gold or silver is
          being returned to the Consignor, multiplied by the number of
          ounces of gold and/or silver actually returned to the
          Consignor; 

               (d)  on each date and to the extent that the Consignee
          has returned Bullion (other than Bullion that was and then
          remains held under Swing Line Consignments) to the Consignor
          (or delivered to the Consignor other gold or silver, as
          applicable) prior to the last day of the related Consignment
          Period in accordance with Section 3.1.2 of the Short-Term
          Fee Consignment Agreement or Bullion has been deemed to have
          been returned to the Consignor pursuant to clause (b)(i) of
          Section 3 of the Suppliers' Agreement, the Consignor shall
          make a mandatory prepayment of Advances equal to the Dollar
          Value of gold or the Dollar Value of silver (or both, if
          applicable) that was in effect on the Valuation Date
          corresponding to such Consignment Period (other than Bullion
          that was held and then remains under Swing Line
          Consignments), multiplied by the number of ounces of gold
          and/or silver actually returned or deemed returned to the
          Consignor; and 

               (e)  on each date and to the extent that (i) any
          Bullion with respect to which the Suppliers have made
          Advances is lost or damaged prior to its delivery to either
          Plant (as set forth in Section 2.3 of the Short-Term Fee
          Consignment Agreement), or (ii) any Bullion is returned to
          the Consignor by the Consignee as not conforming with the
          quality of gold or silver, as the case may be, as set forth
          in Section 2.3.2 of the Short-Term Fee Consignment
          Agreement, the Consignor shall make a mandatory repayment of
          Advances in an amount equal to the Dollar Value of gold or
          the Dollar Value of silver (or both, if applicable) that was
          in effect on the Valuation Date corresponding to the
          Consignment Period in respect of the gold or silver that was
          lost or damaged prior to delivery to either Plant or that
          was otherwise not in conformity with the quality required
          pursuant to Section 2.3.2 of the Short-Term Fee Consignment
          Agreement, as the case may be, together with interest which
          shall be the several obligation of, and payable by, the
          Consignor on the amount of such Advances at the rate
          customarily charged for inter-bank loans in the U.S. for the
          first two days such Advances were outstanding, and
          thereafter for each day such Advances are outstanding at the
          rate that would have accrued on such Advances as a Funding
          Fee if such Bullion had not been lost, damaged or returned.

          SECTION 3.2.  Fees.  Fees on the Advances shall accrue and
     be payable in accordance with this Section 3.2 (and payment of
     all such fees shall be subject to the provisions of Section
     8.15). 

          SECTION 3.2.1.  Funding Fee.  To the extent that the
     Consignor has first received the Consignment Fee from the
     Consignee payable pursuant to Section 3.3.1 of the Short-Term Fee
     Consignment Agreement in respect of other than Swing Line
     Consignments, the Consignor agrees to pay to the Suppliers a
     funding fee (the "Funding Fee") on each Advance at a rate equal
     to the sum of the LIBO Rate (Reserve Adjusted) for the applicable
     Funding Period plus a margin of 1/2 of 1% per annum; provided,
     however, that if, as a result of the occurrence of any event
     described in Section 4.2, Advances are maintained at the
     Alternate Base Rate, then the Funding Fee payable by the
     Consignor shall equal the rate which Scotiabank notifies the
     Consignee, the Administrative Agent and the Suppliers is the rate
     at which Dollar deposits in immediately available funds are
     offered to it in an interbank market other than the London
     interbank eurodollar market, as reasonably selected by
     Scotiabank, including all basic, emergency, supplemental,
     marginal and other reserves specified under regulations issued
     from time to time by the F.R.S. Board and then applicable to
     assets or liabilities of the nature selected by Scotiabank having
     a term approximately equal or comparable to applicable Funding
     Period (the "Substitute Rate"), plus a margin of 1/2 of 1% per
     annum.  If only a percentage of the total Consignment Fee is paid
     to the Consignor under Section 3.3.1 of the Short-Term Fee
     Consignment Agreement, then the Consignor agrees to pay over to
     the Administrative Agent a Funding Fee in an amount equal to the
     total amount of the Funding Fee otherwise due multiplied by the
     percentage of the Consignment Fee so received by the Consignor
     (but the Consignee's failure to pay the entire amount of the
     Consignment Fee shall constitute an Event of Default, and the
     acceptance of any partial payment of the Consignment Fee shall
     not be deemed to be a waiver of, or otherwise release the
     Consignee from complete performance of its Obligations under, the
     Short-Term Fee Consignment Agreement). 

          The "LIBO Rate (Reserve Adjusted)" means, relative to any
     Advance to be made, continued or maintained as, or converted
     into, a LIBO Rate Advance for any Funding Period, a rate per
     annum (rounded upwards, if necessary, to the nearest 1/16 of 1%)
     determined pursuant to the following formula:

          LIBO Rate             =                LIBO Rate            
          (Reserve Adjusted)           1.00 - LIBOR Reserve Percentage

          The LIBO Rate (Reserve Adjusted) for any Funding Period for
     LIBO Rate Advances will be determined by the Administrative Agent
     on the basis of the LIBOR Reserve Percentage in effect on, and
     the applicable rates furnished to and received by the
     Administrative Agent from Scotiabank two Business Days before,
     the first day of such Funding Period.

          "LIBO Rate" shall equal the average (rounded upwards, if
     necessary, to the nearest 1/16 of 1%) of the rates per annum at
     which Dollar deposits in immediately available funds are offered
     to Scotiabank's LIBOR Office in the London interbank market as at
     or about 11:00 a.m. (London time), two Business Days prior to the
     beginning of such Funding Period for delivery on the first day of
     such Funding Period, and in an amount approximately equal to the
     amount of Scotiabank's LIBO Rate Advance, for a period
     approximately equal to such Funding Period.

          "LIBOR Reserve Percentage" means the reserve percentage
     (expressed as a decimal) equal to the average maximum reserve
     requirements of the Suppliers (without giving effect to the
     branch or agency in which such Supplier funds such Advances)
     (including all basic, emergency, supplemental, marginal and other
     reserves and taking into account any transitional adjustments or
     other scheduled changes in reserve requirements) specified under
     regulations issued from time to time by the F.R.S. Board and then
     applicable to assets or liabilities consisting of and including
     "Eurocurrency Liabilities", as currently defined in Regulation D
     of the F.R.S. Board, having a term approximately equal or
     comparable to such Funding Period.

          For so long as any Advances of a Supplier are maintained as
     Base Rate Advances as a result of the occurrence of any event
     described in Section 4.1 or 4.3, the Consignor shall (subject in
     all respects to the terms of this Agreement) continue to pay such
     Supplier the Funding Fee, at the LIBO Rate (Reserve Adjusted) for
     the applicable Funding Period plus a margin of 1/2 of 1% per
     annum, and to the extent (and only to the extent) that the
     Consignor has first received from the Consignee all or a portion
     of the fees payable pursuant to clause (b) of Section 3.3.1 of
     the Short-Term Fee Consignment Agreement, the Consignor agrees to
     also pay over (to the extent actually received) a fee to such
     Supplier on such Advances at a rate equal to the positive
     difference, if any, between (x) the Alternate Base Rate then in
     effect and (y) the LIBO Rate (Reserve Adjusted) for the Funding
     Period in respect of such Advances plus 1/2 of 1% per annum, with
     all such amounts being due and payable on the dates the Funding
     Fee is otherwise payable hereunder.  For so long as any Advances
     of the Suppliers are maintained as Base Rate Advances as a result
     of the occurrence of any event described in Section 4.2, the
     Consignor shall (subject in all respects to the terms of this
     Agreement) continue to pay each Supplier the Funding Fee, at the
     Substitute Rate for the applicable Funding Period plus a margin
     of 1/2 of 1% per annum, and to the extent (and only to the
     extent) that the Consignor has first received from the Consignee
     all or a portion of the fees payable pursuant to clause (b) of
     Section 3.3.1 of the Short-Term Fee Consignment Agreement, the
     Consignor agrees to also pay over (to the extent actually
     received) a fee to such Supplier on such Advances at a rate equal
     to the positive difference, if any, between (x) the Alternate
     Base Rate then in effect and (y) the Substitute Rate for the
     Funding Period in respect of such Advances plus 1/2 of 1% per
     annum, with all such amounts being due and payable on the dates
     the Funding Fee is otherwise payable hereunder.  The Funding Fee
     shall accrue on all Advances from and including the first day of
     the applicable Funding Period to (but not including) the last day
     of such Funding Period.  To the extent received, the Funding Fee
     will be paid by the Consignor to the Administrative Agent for the
     account of the Suppliers in arrears on (a) the Stated Maturity
     Date, (b) on the last day of each Funding Period (or on each
     three-month anniversary of a Funding Period, for Funding Periods
     in excess of 3 months), and (c) on the date of any reduction in
     the Advance Commitment Amount resulting from a reduction in the
     Commitment Amount pursuant to Section 2.2.1 or 2.2.2 of the
     Short-Term Fee Consignment Agreement, in an amount equal to any
     accrued Funding Fee on that portion of the Commitment Amount
     being reduced.

          SECTION 3.2.2.  Commitment Fees.  To the extent (and only to
     the extent) the Consignor first receives all or a portion of the
     fees payable pursuant to Section 3.3.2 of the Short-Term Fee
     Consignment Agreement, the Consignor agrees (subject to the terms
     of this Agreement) to pay over (to the extent so received) to the
     Administrative Agent, for the account of the Suppliers, a
     commitment fee equal to 1/8 of 1% per annum multiplied by the
     product of (a) the difference between (i) the average daily
     number of ounces of gold or silver committed to be consigned
     under the Short-Term Fee Consignment Agreement (based on the
     Dollar Value of gold equalling $475 per ounce and the Dollar
     Value of silver equalling $6.50 per ounce) during the relevant
     period and (ii) the average daily number of ounces of gold or
     silver, as the case may be, actually consigned under the Short-
     Term Fee Consignment Agreement during the relevant period and
     (b) $475 (in the case of gold) and $6.50 (in the case of silver)
     in each case without giving effect to any Bullion consigned under
     Swing Line Consignments.  The commitment fee is payable in
     arrears on each Quarterly Payment Date and on the Advance
     Commitment Termination Date.

          SECTION 3.2.3.  Post-Maturity Rates.  After the date any
     amount (other than the Advances) payable by the Consignor shall
     have become due and payable (or would become due and payable had
     a corresponding payment been made by the Consignee) hereunder, in
     each case as a result of a breach by the Consignee of its
     obligations under any Fee Consignment Document, the Consignor
     agrees, subject to the provisions of Section 8.15, to pay over to
     the Administrative Agent any interest it receives from the
     Consignee (after as well as before judgment) on such amounts at a
     rate equal to the Alternate Base Rate plus a margin of 2% per
     annum.  In addition, to the extent that the Consignee fails to
     return (or purchase) any Bullion on the dates and in the manner
     required pursuant to the terms of the Short-Term Fee Consignment
     Agreement, the Consignor agrees (subject to the terms hereof) to
     the extent that it has first received the ABR Fee from the
     Consignee payable pursuant to the second sentence of Section 3.2
     of the Short-Term Fee Consignment Agreement that it shall pay to
     the Suppliers on the date received instead of the Funding Fee an
     amount equal to the Alternate Base Rate plus a margin of 2% per
     annum on the principal amount of the Advances due but unpaid.  If
     only a percentage of the total ABR Fee is paid to the Consignor
     pursuant to the second sentence of Section 3.2 of the Short-Term
     Fee Consignment Agreement, then the Consignor agrees to pay over
     to the Administrative Agent an amount equal to the Alternate Base
     Rate plus a margin of 2% per annum on the principal amount of the
     Advances due but unpaid multiplied by the percentage of such ABR
     Fee so received by the Consignor (but the Consignee's failure to
     pay the entire amount of such ABR Fee shall nevertheless
     constitute an Event of Default, and the acceptance of any partial
     payment of any such ABR Fee shall not be deemed to be a waiver
     of, or otherwise release the Consignee from complete performance
     of its Obligations under, the Short-Term Fee Consignment
     Agreement).


                                 ARTICLE IV

                   CERTAIN LIBO RATE AND OTHER PROVISIONS

          SECTION 4.1.  LIBO Rate Lending Unlawful.  If any Supplier
     shall determine (which determination shall, upon notice thereof
     to the Administrative Agent (which notice the Administrative
     Agent agrees it will as promptly as practicable forward to the
     Consignor and the Consignee), absent manifest error, be prima
     facie evidence of the facts stated therein) that the introduction
     of or any change in or in the interpretation of any law makes it
     unlawful, or any central bank or other governmental authority
     asserts that it is unlawful, for such Supplier to make, continue
     or maintain any Advance as, or to convert any Advance into, a
     LIBO Rate Advance, the obligations of such Supplier to make,
     continue, maintain or convert any such Advances shall, upon such
     determination, forthwith be suspended until such Supplier shall
     notify the Administrative Agent that the circumstances causing
     such suspension no longer exist (which notification such Supplier
     agrees to give as promptly as practicable when such circumstances
     no longer exist), and all LIBO Rate Advances of such Supplier
     shall automatically convert into Base Rate Advances at the end of
     the then current Funding Periods with respect thereto or sooner,
     if required by such law or assertion.  Upon any Advances being
     made, continued or maintained as, or converted into, Base Rate
     Advances by a Supplier (a) the Consignor shall (subject to the
     terms of this Agreement) continue to pay a Funding Fee thereon at
     a rate equal to the LIBO Rate (Reserve Adjusted) plus a margin of
     1/2 of 1% per annum, and (b) the Consignor, to the extent (and
     only to the extent) that the Consignor has first received the
     fees payable pursuant to clause (b) of Section 3.3.1 of the
     Short-Term Fee Consignment Agreement, agrees (subject to the
     terms of this Agreement) to pay over to such Supplier on the
     dates the Funding Fee is due and payable pursuant to Section
     3.2.1 a fee on such Advances at a rate equal to the positive
     difference, if any, between (x) the Alternate Base Rate from time
     to time in effect and (y) the LIBO Rate (Reserve Adjusted) for
     the Funding Period in respect of such Advances plus a margin of
     1/2 of 1% per annum.

          SECTION 4.2.  Deposits Unavailable.  If the Administrative
     Agent shall have determined that

               (a)  Dollar deposits in the relevant amount and for the
          relevant Funding Period are not available to Scotiabank in
          its relevant market; or

               (b)  by reason of circumstances affecting Scotiabank or
          the relevant market, adequate means do not exist for
          ascertaining the rate applicable hereunder to LIBO Rate
          Advances,

     then, upon notice from the Administrative Agent to the Consignor,
     the Consignee and the Suppliers, the obligations of all Suppliers
     under Section 2.3 and Section 2.3.1 to make or continue any
     Advances as, or to convert any Advances into, LIBO Rate Advances
     shall forthwith be suspended until Scotiabank shall notify the
     Consignor, the Consignee and the Suppliers that the circumstances
     causing such suspension no longer exist, and such Advances shall
     thereafter be maintained as Base Rate Advances.  Upon any
     Advances being maintained as Base Rate Advances pursuant to the
     terms of this Section, (a) the Consignor shall (subject to the
     terms of this Agreement) continue to pay a Funding Fee thereon at
     the Substitute Rate plus a margin of 1/2 of 1% per annum, and (b)
     the Consignor, to the extent (and only to the extent) that the
     Consignor has first received the fees payable pursuant to clause
     (b) Section 3.3.1 of the Short-Term Fee Consignment Agreement,
     agrees to pay over to each Supplier on the dates the Funding Fee
     is due and payable pursuant to Section 3.2.1 a fee on such
     Advances at a rate equal to the positive difference, if any,
     between (x) the Alternate Base Rate from time to time in effect
     and (y) the Substitute Rate for the Funding Period in respect of
     such Advances plus a margin of 1/2 of 1% per annum.

          SECTION 4.3.  Increased LIBO Rate Advance Costs, etc. 
     Subject to the terms of this Agreement, the Consignor agrees to
     pay over to each Supplier (to the extent (and only to the extent)
     first received by the Consignor) any increase in the cost to such
     Supplier of, or any reduction in the amount of any sum receivable
     by such Supplier in respect of, making, continuing or maintaining
     (or of its obligation to make, continue or maintain) any Advances
     as, or of converting (or of its obligation to convert) any
     Advances into, LIBO Rate Advances.  Such Supplier shall promptly
     notify the Administrative Agent in writing of the occurrence of
     any such event (which notice the Administrative Agent agrees it
     will as promptly as practicable forward to the Consignor and the
     Consignee), such notice to state, in reasonable detail, the
     reasons therefor and the additional amount required fully to
     compensate such Supplier for such increased cost or reduced
     amount, and such notice shall, in the absence of manifest error,
     be prima facie evidence of the matters stated therein.  Subject
     to the terms of this Agreement, such additional amounts shall be
     paid over by the Consignor to such Supplier promptly, and in any
     event within five days of the Consignor's receipt of a like
     amount of such payment pursuant to Section 9.3 of the Short-Term
     Fee Consignment Agreement.  If increased costs  are requested by
     any Supplier (the "Affected Supplier") pursuant to this Section,
     the Consignor may (and upon the instructions of the Consignee
     shall), by telephonic notice (promptly confirmed in writing) to
     the Administrative Agent (which shall give prompt notice thereof
     to the Affected Supplier),

               (a)  as to any outstanding LIBO Rate Advances of such
          Affected Supplier, be deemed to have prepaid such Advance in
          full, without premium or penalty (other than as may be
          provided in Section 4.4, and then only to the extent first
          paid to the Consignor by the Consignee pursuant to Section
          9.3 of the Short-Term Fee Consignment Agreement), and, to
          the extent first paid to the Consignor by the Consignee
          pursuant to Section 9.3 of the Short-Term Fee Consignment
          Agreement, pay over to the Affected Supplier such increased
          costs as well as any accrued Funding Fee, to the date of
          such deemed prepayment on the principal amount prepaid,
          without simultaneously making a prepayment of the Advances
          of each other Supplier and simultaneously have each Advance
          which is deemed prepaid accrue at the Alternate Base Rate in
          an equal principal amount (without the necessity that the
          conditions set forth in Section 5.2 are met); and

               (b)  with respect to any Advance Request or
          Continuation Notice, request such Affected Supplier (i) to
          make the applicable Advance then or thereafter subject to an
          Advance Request as an Advance accruing at the Alternate Base
          Rate, or (ii) to maintain the outstanding Base Rate Advance
          or LIBO Rate Advance of such Supplier then or thereafter the
          subject of a Continuation Notice as a Base Rate Advance;

     provided, however, that in each case upon any Advance being
     maintained as a Base Rate Advance pursuant to the terms of this
     Section, (i) the Consignor shall (subject to the terms of this
     Agreement) continue to pay a Funding Fee thereon at the LIBO Rate
     (Reserve Adjusted) plus a margin of 1/2 of 1% per annum, and (ii)
     the Consignor, to the extent (and only to the extent) the
     Consignor has first received the fees payable pursuant to clause
     (b) of Section 3.3.1 of the Short-Term Fee Consignment Agreement,
     agrees to pay over to each Supplier maintaining its Advances as
     Base Rate Advances on the dates the Funding Fee is due and
     payable pursuant to Section 3.2.1 a fee on such Advances at a
     rate equal to the positive difference, if any, between (x) the
     Alternate Base Rate from time to time in effect and (y) the LIBO
     Rate (Reserve Adjusted) for the Funding Period in respect of such
     Advances plus a margin of 1/2 of 1% per annum.

          SECTION 4.4.  Funding Losses.  In the event any Supplier
     shall incur any loss or expense (including any loss or expense
     incurred by reason of the liquidation or reemployment of deposits
     or other funds acquired by such Supplier to make, continue or
     maintain any Advance as a LIBO Rate Advance, or to convert any
     portion of the principal amount of any Advance into, a LIBO Rate
     Advance) as a result of

               (a)  any repayment or prepayment of the principal
          amount of any LIBO Rate Advances or any conversion of a LIBO
          Rate Advance on a date other than the scheduled last day of
          the Funding Period applicable thereto, whether pursuant to
          Section 3.1 or otherwise;

               (b)  any Advances (i) not being made as, or (ii) being
          made as Advances other than as, LIBO Rate Advances in
          accordance with the Advance Request; or

               (c)  any Advances not being continued as, or converted
          into, LIBO Rate Advances in accordance with the Continuation
          Notice therefor,

     then, following the written notice of such Supplier to the
     Administrative Agent (which notice the Administrative Agent
     agrees it will as promptly as practicable forward to the
     Consignor and the Consignee) of the amount that will (in the
     reasonable determination of such Supplier) reimburse such
     Supplier for such loss or expense, the Consignor agrees, subject
     to the terms of this Agreement, that it will promptly, and in any
     event within five days of its receipt of such amount or any
     portion thereof from the Consignee pursuant to Section 9.3 of the
     Short-Term Fee Consignment Agreement, pay over to such Supplier
     the amount so received.  Such written notice (which shall include
     calculations in reasonable detail) shall, in the absence of
     manifest error, be prima facie evidence of the matters stated
     therein.

          SECTION 4.5.  Increased Capital Costs.  If any change in, or
     the introduction, adoption, effectiveness, interpretation,
     reinterpretation or phase-in of, any law or regulation,
     directive, guideline, decision or request (whether or not having
     the force of law) of any court, central bank, regulator or other
     governmental authority affects or would affect the amount of
     capital required or expected to be maintained by any Supplier or
     any Person controlling such Supplier, and such Supplier
     determines (in its sole and absolute discretion) that the rate of
     return on its or such controlling Person's capital as a
     consequence of its Advance Commitment or the Advances made by
     such Supplier is reduced to a level below that which such
     Supplier or such controlling Person could have achieved but for
     the occurrence of any such circumstance, then, in any such case
     upon notice from time to time by such Supplier to the
     Administrative Agent (which notice the Administrative Agent
     agrees it will as promptly as practicable forward to the
     Consignor and the Consignee), the Consignor agrees, subject to
     the terms of this Agreement, that it will promptly, and in any
     event within five days of its receipt of a payment to compensate
     such Supplier or such controlling Person for such reduction in
     rate of return from the Consignee pursuant to Section 9.3 of the
     Short-Term Fee Consignment Agreement, pay over to such Supplier
     the amount actually received.  A statement of such Supplier as to
     any such additional amount or amounts (including calculations
     thereof in reasonable detail) shall, in the absence of manifest
     error, be prima facie evidence of the matters stated therein.  In
     determining such amount, such Supplier may use any method of
     averaging and attribution that it (in its sole and absolute
     discretion) shall deem applicable.

          SECTION 4.6.  Taxes.  All payments made to the Suppliers and
     the Administrative Agent hereunder shall be made free and clear
     of and without deduction for any present or future income,
     excise, stamp or franchise taxes and other taxes, fees, duties,
     withholdings or other charges of any nature whatsoever imposed by
     any taxing authority, but excluding franchise taxes and taxes
     imposed on or measured by any Supplier's net income or receipts
     imposed by the jurisdiction of incorporation or organization of
     such Supplier or the jurisdiction where such Supplier has its
     Domestic Office or LIBOR Office (such non-excluded items being
     called "Taxes").  In the event that any withholding or deduction
     from any payment to be made hereunder is required in respect of
     any Taxes pursuant to any applicable law, rule or regulation,
     then, subject to the terms of this Agreement, the Consignor
     agrees that it will pay over to the Administrative Agent for the
     account of the Suppliers, such additional amount or amounts
     actually received from the Consignee pursuant to Section 4.5 of
     the Short-Term Fee Consignment Agreement as is necessary to
     ensure that the net amount actually received by each Supplier
     will equal the full amount such Supplier would have received had
     no such withholding or deduction been required.  Moreover, if the
     Administrative Agent or any Supplier is obligated to pay any
     Taxes with respect to any payment received by the Administrative
     Agent or such Supplier hereunder, the Administrative Agent or
     such Supplier may pay such Taxes and, subject to the terms of
     this Agreement, the Consignor agrees that it will pay over to the
     Administrative Agent such additional amounts to the extent
     actually received from the Consignee pursuant to Section 4.5 of
     the Short-Term Fee Consignment Agreement as is necessary in order
     that the net amount received by such Person after the payment of
     such Taxes (including any Taxes on such additional amount) shall
     equal the amount such Person would have received had such Taxes
     not been asserted.  Upon the request of the Consignee, the
     Consignor or the Administrative Agent, each Supplier that is
     organized under the laws of a jurisdiction other than the United
     States or a State thereof shall, prior to the due date of any
     payments hereunder, execute and deliver to the Consignee, the
     Consignor and the Administrative Agent, on or about the first
     scheduled payment date in each Fiscal Year, one or more (as the
     Consignee, the Consignor or the Administrative Agent may
     reasonably request) United States Internal Revenue Service Forms
     4224 or Forms 1001 or such other forms or documents (or successor
     forms or documents), appropriately completed, as may be
     applicable to establish the extent (if any) to which a payment to
     such Supplier is exempt from withholding or deduction of Taxes.

          SECTION 4.7.  Payments, Computations, etc.  Unless otherwise
     expressly provided, all payments pursuant to this Agreement or
     any other Advance Document shall be made in Dollars subject to
     the terms of this Agreement (including Section 8.15) to the
     Administrative Agent for the pro rata account of the Suppliers
     entitled to receive such payment in accordance with their
     respective Percentages.  All such payments required to be made to
     the Administrative Agent shall, to the extent first received by
     the Consignor, be made, without setoff, deduction or
     counterclaim, not later than 11:00 a.m. (New York City time), on
     the date due, in immediately available funds, to such account as
     the Administrative Agent shall specify from time to time by
     notice.  Funds received after that time shall be deemed to have
     been received by the Administrative Agent on the next succeeding
     Business Day.  The Administrative Agent shall promptly remit in
     same day funds to each Supplier its share, if any, of such
     payments received by the Administrative Agent for the account of
     such Supplier.  All interest and fees shall be computed on the
     basis of the actual number of days (including the first day but
     excluding the last day) occurring during the period for which
     such interest or fee is payable over a year comprised of 360 days
     (or, in the case of interest on a Base Rate Advance, 365 days or,
     if appropriate, 366 days).  Whenever any payment to be made shall
     otherwise be due on a day which is not a Business Day, such
     payment shall (except as otherwise required by clause (b) of the
     definition of the term "Funding Period") be made on the next
     succeeding Business Day and such extension of time shall be
     included in computing interest and fees, if any, in connection
     with such payment.

          SECTION 4.8.  Sharing of Payments.  If any Supplier, in such
     capacity, shall obtain any payment or other recovery (whether
     voluntary, involuntary, by application of setoff or otherwise) on
     account of any Advance (other than pursuant to the terms of
     Sections 4.3, 4.4, 4.5, 4.6 and 8.3) in excess of its pro rata
     share of payments then or therewith obtained by all Suppliers,
     such Supplier shall purchase from the other Suppliers such
     participation in Advances made by them as shall be necessary to
     cause such purchasing Supplier to share the excess payment or
     other recovery ratably with each of them; provided, however, that
     if all or any portion of the excess payment or other recovery is
     thereafter recovered from such purchasing Supplier, the purchase
     shall be rescinded and each Supplier which has sold a
     participation to the purchasing Supplier shall repay to the
     purchasing Supplier the purchase price to the ratable extent of
     such recovery together with an amount equal to such selling
     Supplier's ratable share (according to the proportion of

               (a)  the amount of such selling Supplier's required
          repayment to the purchasing Supplier

     to

               (b)  the total amount so recovered from the purchasing
          Supplier)

     of any interest or other amount paid or payable by the purchasing
     Supplier in respect of the total amount so recovered.  

          SECTION 4.9.  Use of Proceeds.  The Consignor shall apply
     the proceeds of the Advances in connection with the consignment
     of Bullion by the Consignor to the Consignee under the Short-Term
     Fee Consignment Agreement.  Without limiting the foregoing, the
     Consignor agrees that on the date that each Advance (other than
     pursuant to clause (a) of Section 2.3.1) is made, subject to
     Article V of the Short-Term Fee Consignment Agreement, it will
     effectuate or cause to occur a consignment of Bullion to a Plant
     in the number of ounces equal to the applicable Dollar Value of
     gold or Dollar Value of silver requested pursuant to the
     corresponding Consignment Request as required by the Short-Term
     Fee Consignment Agreement or, if such conditions are not
     satisfied, immediately repay each such Advance made in respect
     thereof (together with interest on the amount of such Advances at
     the rate customarily charged for inter-bank loans in the U.S. for
     the number of days such Advances were outstanding).

          SECTION 4.10.  Replacement of Suppliers.  Each Supplier
     hereby severally agrees that if such Supplier (a "Subject
     Supplier") (a) makes a demand upon the Consignor for (or if the
     Consignor or the Consignee is otherwise required to pay) amounts
     as a result of the operation of Section 4.3, Section 4.5 or
     Section 4.6, or (b) fails to fund any Advances it is required to
     make (at a time when no Default has occurred and is continuing
     and the applicable conditions set forth in Article V shall have
     been satisfied) the Consignor may (and upon the instructions of
     the Consignee shall),

               (i)  in the case of clause (a), within 90 days of
          receipt by the Consignor of such demand (or the occurrence
          of such other event causing the Consignor (subject to the
          terms of this Agreement) or the Consignee to be required to
          pay such compensation); and

               (ii) within 10 Business Days following the failure of
          such Subject Supplier to fund its Advance hereunder, 

     in each case give notice (a "Replacement Notice") in writing to
     the Administrative Agent and such Supplier of its intention to
     replace such Supplier with a financial institution selected by
     the Consignor and the Consignee and designated in such
     Replacement Notice.  If the Administrative Agent shall, in the
     exercise of its reasonable discretion and within 30 days of its
     receipt of such Replacement Notice, notify the Consignee, the
     Consignor and such Subject Supplier in writing that the
     designated financial institution is satisfactory to the
     Administrative Agent, then such Supplier shall, so long as no
     Default shall have occurred and be continuing, assign, in
     accordance with Section 8.11.1 (including the second proviso in
     Section 8.11.1), inter alia all of its Advance Commitment,
     Advances, and other rights and obligations under this Agreement
     and all other Advance Documents to such designated financial
     institution; provided, however, that (i) such assignment shall be
     without recourse, representation or warranty and shall be on
     terms and conditions reasonably satisfactory to such Supplier and
     such designated financial institution and (ii) the purchase price
     paid by such designated financial institution shall be in the
     amount of such Supplier's Advances, together with all accrued and
     unpaid interest and fees in respect thereof, plus all other
     amounts (including the amounts demanded and unreimbursed under
     Section 4.3, 4.5 or 4.6, as the case may be), owing to the
     Subject Supplier hereunder.  Upon the effective date of such
     Assignment, such institution shall become a "Supplier" for all
     purposes under this Agreement and the other Advance Documents. 
     The Administrative Agent agrees to use all commercially
     reasonable efforts to assist in locating a replacement financial
     institution to replace any Subject Supplier if the Consignee
     shall have agreed in writing to pay all reasonable costs and
     expenses (including the fee payable to the Administrative Agent
     pursuant to Section 8.11.1) incurred by the Administrative Agent
     in providing such assistance.

          SECTION 4.11.  Assignment to Administrative Agent.  For good
     and valuable consideration, the receipt and sufficiency of which
     are hereby acknowledged, the Consignor hereby sells, transfers,
     assigns and conveys to the Administrative Agent, for its benefit
     and the benefit of the Suppliers (as defined in this Agreement
     and the Dollar Supply Agreement), without representation,
     warranty or recourse of any kind or nature, its rights, title and
     interest in and to

               (a)  all Obligations (under and as defined in the Fee 
          Consignment Agreement and the Short-Term Fee Consignment
          Agreement) of the Consignee owing to the Consignor under the
          Fee Consignment Agreement and the Short-Term Fee Consignment
          Agreement, to the extent such performance and/or payment
          Obligations relate to the contingent obligation of the
          Consignor to pay over to the Administrative Agent, for the
          benefit of the Suppliers, any amounts hereunder or under the
          Dollar Supply Agreement that are conditioned upon the
          Consignor first receiving a like amount (or any amount, in
          the case of a sale of Bullion to the Consignee) from the
          Consignee, or are conditioned upon the Consignee returning
          Bullion back to the Consignor pursuant to the terms of the
          Fee Consignment Agreement and the Short-Term Fee Consignment
          Agreement; and 

               (b)  the security interest granted to the Consignor by
          the Consignee pursuant to the terms of Section 4.2 of the
          Fee Consignment Agreement and Section 4.2 of the Short-Term
          Fee Consignment Agreement in the Collateral to secure the
          performance and payment of all such Obligations (including
          in connection with a Bullion Sale) of the Consignee
          described above in clause (a).  

     In furtherance of the foregoing, the Consignor agrees to execute
     such additional documents and perform such further acts as may be
     reasonably requested by the Required Suppliers to carry out and
     perform the foregoing provisions, including the filing of
     financing statements (Form UCC-3) reflecting the assignment
     effectuated by this Section, and agrees to comply with the
     provisions of this Agreement, including the provisions of Section
     6.2 and Section 6.3.  The Suppliers acknowledge the intent of the
     Consignor and the Consignee, as set forth in the Short-Term Fee
     Consignment Agreement, is that the Short-Term Fee Consignment
     Agreement and the transactions contemplated thereunder are a true
     consignment, and not a consignment intended as security.

                                 ARTICLE V

                           CONDITIONS TO ADVANCES

          SECTION 5.1.  Initial Advance.  The obligations of the
     Suppliers to fund the initial Advance on and after the Effective
     Date shall be subject to the prior or concurrent satisfaction of
     each of the conditions precedent set forth in this Section 5.1.

          SECTION 5.1.1.  Resolutions, etc.  The Administrative Agent
     shall have received from the Consignee a certificate, dated the
     date of the initial Advance, of its Secretary or Assistant
     Secretary as to

               (a)  resolutions of its Board of Directors then in full
          force and effect authorizing the acknowledgment of this
          Agreement; 

               (b)  true and complete copies of the Consignee's
          Organic Documents; and

               (c)  the incumbency and signatures of those of its
          officers authorized  to act with respect to this Agreement, 

     upon which certificate each Supplier may conclusively rely until
     it shall have received a further certificate of the Secretary or
     Assistant Secretary of the Consignee canceling or amending such
     prior certificate.

          SECTION 5.1.2.  Revolving Credit Agreement and Short-Term
     Fee Consignment Agreement Effectiveness.  All of the conditions
     set forth in Section 5.1 of the Revolving Credit Agreement and
     Section 5.1 of the Short-Term Fee Consignment Agreement shall
     have been satisfied (unless otherwise consented to by the
     Suppliers) without waiver or modification and each of the
     Revolving Credit Agreement and the Short-Term Fee Consignment
     Agreement shall have become effective in accordance with their
     terms.

          SECTION 5.1.3.  Opinions of Counsel.  The Administrative
     Agent shall have received

               (a)  copies of the opinions described in Section 5.1.4
          of the Short-Term Fee Consignment Agreement, together with
          reliance letters, dated the date of the initial Advance and
          (in the case of other than the opinion described in
          clause (e) of Section 5.1.4 of the Short-Term Fee
          Consignment Agreement) addressed to the Administrative
          Agent, the Co-Agents and all Suppliers (pursuant to which
          the Consignee (or, in the case of the opinion to be
          delivered by Bingham, Dana & Gould, the Consignor) shall
          have expressly instructed the counsel to deliver such
          opinions to the Administrative Agent and the Suppliers);

               (b)  an opinion of Kenneth E. Thorlakson, General
          Counsel to the Consignor, substantially in the form of
          Exhibit F hereto (and the Consignor hereby expressly
          instructs such counsel to deliver such opinion to the
          Suppliers); and

               (c)  an opinion of Mayer, Brown & Platt, New York,
          counsel to the Consignor, substantially in the form of
          Exhibit G hereto (and the Consignor hereby expressly
          instructs such counsel to deliver such opinion to the
          Suppliers).
       
          SECTION 5.1.4.  Closing Fees, Expenses, etc.  The
     Administrative Agent shall have received all fees, costs and
     expenses due and payable pursuant to Section 8.3, if then
     invoiced.

          SECTION 5.2.  All Advances.  The obligation of each Supplier
     to fund any Advance (including the initial Advance), other than
     an Advance required to be made pursuant to clause (a) of
     Section 2.3.1, shall be subject to the satisfaction of each of
     the conditions precedent set forth in this Section 5.2.

          SECTION 5.2.1.  No Default, etc.  Both before and after
     giving effect to any such Advance the following statements shall
     be true and correct 

               (a)  after giving effect thereto, the aggregate
          outstanding principal amount of all Advances owing 

                    (i)  to all Suppliers shall not exceed the Advance
               Commitment Amount; or

                    (ii)  to such Supplier shall not exceed such
               Supplier's Percentage multiplied by the Advance
               Commitment Amount;

               (b)  the conditions to the consignment of Bullion set
          forth in Article V of the Short-Term Fee Consignment
          Agreement (other than as set forth in clause (f) of Section
          5.2.1 thereof) shall have been satisfied; and

               (c)  no Default shall have then occurred and be
          continuing.

          SECTION 5.2.2.  Advance Request.  The Administrative Agent
     shall have received an Advance Request from the Consignor for
     such Advance.

          SECTION 5.2.3.  Satisfactory Legal Form.  All documents
     executed or submitted pursuant hereto in connection with such
     Advance (other than Advance Requests and Continuation Notices)
     shall be reasonably satisfactory in form and substance to the
     Required Suppliers and, to the extent reasonably requested by the
     Required Suppliers, the Suppliers shall have received all
     information, approvals, opinions, documents or instruments as the
     Required Suppliers may reasonably request; provided, that neither
     the Administrative Agent nor the Consignor shall be under any
     obligation to ascertain if any such information, approvals,
     opinions, documents or instruments are required by any Supplier
     prior to any Advance. 

          SECTION 5.2.4.  No Consignor Bankruptcy Event.  No Consignor
     Bankruptcy Event shall have occurred.

          SECTION 5.2.5.  Advances Pursuant to Section 2.3.1.  The
     obligation of each Supplier to continue to fund any Advance
     pursuant to clause (a) of Section 2.3.1 shall be subject to the
     satisfaction of each of the following conditions precedent:

               (a)  after giving effect thereto, the aggregate
          outstanding principal amount of all Advances owing

                    (i)  to all Suppliers shall not exceed the Advance
               Commitment Amount; or

                    (ii)  to such Supplier shall not exceed such
               Supplier's Percentage multiplied by the Advance
               Commitment Amount;

               (b)  the Administrative Agent shall have received a
          Continuation Notice from the Consignor for such Advance; 

               (c)  no Consignor Bankruptcy Event shall have occurred;
          and

               (d)  the conditions set forth in Section 5.2.3 (other
          than in clause (d) thereof) of the Short-Term Fee
          Consignment Agreement shall have been satisfied.

                                 ARTICLE VI

                             EVENTS OF DEFAULT

          SECTION 6.1.  Listing of Events of Default.  Each of the
     following events or occurrences described in this Section 6.1
     shall constitute an "Event of Default".

          SECTION 6.1.1.  Breach of Warranty.  Any representation or
     warranty of the Consignee made or deemed to be made in any Fee
     Consignment Document or any other writing or certificate
     furnished by or on behalf of the Consignee to the Consignor for
     the purposes of or in connection with any such Fee Consignment
     Document (including any certificates delivered pursuant to
     Article V of the Short-Term Fee Consignment Agreement) is or
     shall be incorrect when made in any material respect.

          SECTION 6.1.2.  Default Under Material Agreements, etc.  An
     "Event of Default" under (and as defined in) the Fee Consignment
     Agreement, the Short-Term Fee Consignment Agreement, the Dollar
     Supply Agreement, the Revolving Credit Agreement or the Short
     Term Revolving Credit Agreement shall have occurred and be
     continuing.

          SECTION 6.1.3.  Bankruptcy, Insolvency, etc.  The Consignee
     or any of its Subsidiaries (including joint ventures) shall

               (a)  become insolvent or generally fail to pay, or
          admit in writing its inability or unwillingness to pay,
          debts as they become due;

               (b)  apply for, consent to, or acquiesce in, the
          appointment of a trustee, receiver, sequestrator or other
          custodian for the Consignee or any of its Subsidiaries or
          joint ventures (other than Non-Recourse Joint Ventures) or
          any property of any thereof, or make a general assignment
          for the benefit of creditors;

               (c)  in the absence of such application, consent or
          acquiescence, permit or suffer to exist the appointment of a
          trustee, receiver, sequestrator or other custodian for the
          Consignee or any of its Subsidiaries or joint ventures
          (other than Non-Recourse Joint Ventures) or for a
          substantial part of the property of any thereof, and such
          trustee, receiver, sequestrator or other custodian shall not
          be discharged within 60 days;

               (d)  permit or suffer to exist the commencement of any
          bankruptcy, reorganization, debt arrangement or other case
          or proceeding under any bankruptcy or insolvency law, or any
          dissolution, winding up or liquidation proceeding, in
          respect of the Consignee or any of its Subsidiaries or joint
          ventures (other than Non-Recourse Joint Ventures), and, if
          any such case or proceeding is not commenced by the
          Consignee or such Subsidiary or such joint venture, such
          case or proceeding shall be consented to or acquiesced in by
          the Consignee or such Subsidiary or such joint venture or
          shall result in the entry of an order for relief or shall
          remain for 60 days undismissed; or 

               (e)  take any action authorizing, or in furtherance of,
          any of the foregoing; 

     provided, that, the foregoing shall not apply to any Subsidiary
     or joint venture of the Consignee, the value of whose assets in
     the aggregate for the Fiscal Quarter (as defined in the Revolving
     Credit Agreement) most recently ended accounted for an amount
     equal to or less than 5% of Adjusted Consolidated Tangible Net
     Worth (as defined in the Revolving Credit Agreement).

          SECTION 6.2.  Action if Bankruptcy.  If any Event of Default
     described in clauses (a) through (d) of Section 6.1.3 shall
     occur, the Advance Commitment of each Supplier (if not
     theretofore terminated) shall automatically terminate and the
     Stated Maturity Date shall automatically be accelerated and, as
     set forth in Section 8.2 of the Short-Term Fee Consignment
     Agreement, the outstanding amount of all Obligations under each
     Fee Consignment Document shall automatically be and become
     immediately due and payable, and the Consignor agrees that it
     shall require that all previously delivered  Bullion then held by
     the Consignee pursuant to the terms of the Short-Term Fee
     Consignment Agreement shall be immediately returned to the
     Consignor, in each case without notice or demand.

          SECTION 6.3.  Action if Other Event of Default.  If any
     Event of Default (other than any Event of Default described in
     clauses (a) through (d) of Section 6.1.3) shall occur for any
     reason, whether voluntary or involuntary, and be continuing, the
     Administrative Agent, upon the direction of the Required
     Suppliers, shall by notice to the Consignor and the Consignee
     declare the Advance Commitment of each Supplier (if not
     theretofore terminated) to be terminated and/or the Stated
     Maturity Date to be accelerated and/or direct the Consignor to
     (i) declare all or any portion of the Obligations of the
     Consignee under each Fee Consignment Document to be due and
     payable, and/or (ii) require that all or any portion of
     previously consigned Bullion then held by the Consignee pursuant
     to the terms of the Short-Term Fee Consignment Agreement be
     immediately returned to the Consignor, whereupon the full unpaid
     amount of such Obligations of the Consignee which shall be so
     declared due and payable shall be and become immediately due and
     payable, without further notice, demand or presentment, the
     Advance Commitments shall terminate and the Stated Maturity Date
     shall be accelerated, and all such previously delivered Bullion
     shall be immediately returned to the Consignor, in each case as
     so directed by the Required Suppliers.  Upon receipt of the
     notice described in the first sentence of this Section, the
     Consignor hereby agrees that it shall deliver a notice to the
     Consignee that all Bullion then held by the Consignee pursuant to
     the Short-Term Fee Consignment Agreement is to be immediately
     returned to the Consignor and that all monetary Obligations of
     the Consignee under the Short-Term Fee Consignment Agreement are
     then due and payable, in accordance with Section 8.3 of the
     Short-Term Fee Consignment Agreement.  In addition, the Consignor
     agrees that, if directed by the Required Suppliers, it will
     deliver a notice to the Consignee of a default by the Consignee
     of its Obligations under the Short-Term Fee Consignment
     Agreement, as contemplated by Section 8.1.4 of the Short-Term Fee
     Consignment Agreement.

          SECTION 6.4.  Consignor Bankruptcy Event.  If any Consignor
     Bankruptcy Event shall occur, the Advance Commitment of each
     Supplier (if not therefore terminated) shall automatically
     terminate and the Stated Maturity Date shall automatically be
     accelerated, without notice or demand.

                                ARTICLE VII

                                 THE AGENTS

          SECTION 7.1.  Actions.  Each Supplier hereby appoints each
     of Scotiabank, Chemical and BONY as its Co-Agent, and Scotiabank
     as its Administrative Agent, under and for purposes of this
     Agreement and each other Advance Document.  Each Supplier
     authorizes Scotiabank, in its capacity as the Administrative
     Agent, to act on behalf of such Supplier under this Agreement and
     each other Advance Document in such capacity and, in the absence
     of other written instructions from the Required Suppliers
     received from time to time by the Administrative Agent (with
     respect to which the Administrative Agent agrees that it will
     comply, except as otherwise provided in this Section or as
     otherwise advised by counsel), to exercise such powers hereunder
     and thereunder as are specifically delegated to or required of
     the Administrative Agent by the terms hereof and thereof,
     together with such powers as may be reasonably incidental
     thereto.  Each Supplier hereby indemnifies (which indemnity shall
     survive any termination of this Agreement) the Administrative
     Agent, pro rata according to such Supplier's Percentage, from and
     against any and all liabilities, obligations, losses, damages,
     claims, costs or expenses of any kind or nature whatsoever to the
     extent not otherwise paid by the Consignee which may at any time
     be imposed on, incurred by, or asserted against, the
     Administrative Agent in any way relating to or arising out of
     this Agreement and any other Advance Document, including
     reasonable attorneys' fees, and as to which the Administrative
     Agent is required to be, but is not reimbursed by the Consignee
     or, to the extent received from the Consignee, the Consignor;
     provided, however, that no Supplier shall be liable for the
     payment of any portion of such liabilities, obligations, losses,
     damages, claims, costs or expenses which are determined to have
     resulted solely from the Administrative Agent's gross negligence
     or wilful misconduct.  The Administrative Agent shall not be
     required to take any action hereunder or under any other Advance
     Document except for such actions expressly provided for
     hereunder, or to prosecute or defend any suit in respect of this
     Agreement or any other Advance Document (including under Section
     4.11) unless it is indemnified hereunder to its satisfaction.  If
     any indemnity in favor of the Administrative Agent shall be or
     become, in the Administrative Agent's determination, inadequate,
     the Administrative Agent may call for additional indemnification
     from the Suppliers and cease to do the acts indemnified against
     hereunder until such additional indemnity is given.

          SECTION 7.2.  Funding Reliance, etc.  Unless the
     Administrative Agent shall have been notified by telephone,
     confirmed in writing, by any Supplier by 5:00 p.m. (New York City
     time), on the day prior to an Advance that such Supplier will not
     make available the amount which would constitute its Percentage
     of such Advance on the date specified therefor, the
     Administrative Agent may assume that such Supplier has made such
     amount available to the Administrative Agent and, in reliance
     upon such assumption, make available to the Consignor a
     corresponding amount.  If and to the extent that such Supplier
     shall not have made such amount available to the Administrative
     Agent, such Supplier agrees to immediately advance to the
     Administrative Agent on demand the corresponding amount together
     with interest thereon, for each day from the date the
     Administrative Agent made such amount available to the Consignor
     to the date such amount is repaid to the Administrative Agent
     (i) for the period from the date such funds were advanced to the
     Consignor to (and including) three days thereafter, at the rate
     customarily charged for inter-bank loans in the U.S. (and the
     amount of interest that shall be returned to such Supplier in
     respect of such days shall also equal the rate customarily
     charged for inter-bank loans in the U.S.), and (ii) following
     such third day, at the interest rate applicable at the time to
     Advances comprising such Advance.

          SECTION 7.3.  Exculpation.  Neither the Administrative
     Agent, the Consignor (with respect to liabilities of the
     Consignor arising under other than clause (e) of Section 3.1.3)
     or any Co-Agent, nor any of their respective directors, officers,
     employees or agents shall be liable to any Supplier for any
     action taken or omitted to be taken by it under this Agreement or
     any other Advance Document, or in connection herewith or
     therewith, except for its own wilful misconduct or gross
     negligence, nor responsible for any recitals or warranties herein
     or therein, nor for the effectiveness, or, other than with
     respect to such Administrative Agent, Consignor or Co-Agent,
     enforceability, validity or due execution of this Agreement or
     any other Advance Document (as it relates to such Person), nor to
     make any inquiry respecting the performance by the Consignee of
     its obligations hereunder or under any other Advance Document. 
     Any such inquiry which may be made by the Administrative Agent
     shall not obligate it to make any further inquiry or to take any
     action.  The Administrative Agent and the Consignor shall be
     entitled to rely upon advice of counsel concerning legal matters
     and upon any notice, consent, certificate, statement or writing
     which the Administrative Agent or the Consignor believes to be
     genuine and to have been presented by a proper Person.

          SECTION 7.4.  Successor.  The Administrative Agent may, with
     the consent of all the Suppliers, resign as such at any time upon
     at least 30 days' prior notice to the Consignor, the Consignee
     and all Suppliers.  If the Administrative Agent at any time shall
     resign, the Required Suppliers may, with the written consent of
     the Consignee so long as no Default has occurred and is
     continuing (which consent shall not be unreasonably withheld),
     appoint another Supplier as a successor Administrative Agent,
     which shall thereupon (subject to its consent) become the
     Administrative Agent hereunder.  If no successor Administrative
     Agent shall have been so appointed by the Required Suppliers, and
     shall have accepted such appointment, within 30 days after the
     retiring Administrative Agent's giving notice of resignation,
     then the retiring Administrative Agent may, on behalf of the
     Suppliers, appoint a successor Administrative Agent, which shall
     (subject to its consent) be one of the Suppliers or a commercial
     banking institution organized under the laws of the U.S. (or any
     State thereof) or a U.S. branch or agency of a commercial banking
     institution, and having a combined capital and surplus of at
     least $500,000,000.  Upon the acceptance of any appointment as
     Administrative Agent hereunder by a successor Administrative
     Agent, such successor Administrative Agent shall be entitled to
     receive from the retiring Administrative Agent such documents of
     transfer and assignment as such successor Administrative Agent
     may reasonably request, and shall thereupon succeed to and become
     vested with all rights, powers, privileges and duties of the
     retiring Administrative Agent, and the retiring Administrative
     Agent shall be discharged from its duties and obligations under
     this Agreement.  After any retiring Administrative Agent's
     resignation hereunder as the Administrative Agent, the provisions
     of

               (a)  this Article VII shall inure to its benefit as to
          any actions taken or omitted to be taken by it while it was
          the Administrative Agent under this Agreement; and

               (b)  Section 8.3 and Section 8.4 shall continue to
          inure to its benefit.

          SECTION 7.5.  Advances by an Agent.  Each Agent shall have
     the same rights and powers with respect to the Advances made by
     it or any of its respective Affiliates as any other Supplier and
     may exercise the same as if it were not an Agent.  Each Agent and
     its Affiliates may accept deposits from, lend money to, and
     generally engage in any kind of business with the Consignee or
     any Subsidiary or Affiliate of the Consignee as if such Agent, as
     the case may be, were not an Agent hereunder.

          SECTION 7.6.  Credit Decisions.  Each Supplier acknowledges
     that it has, independently of the Consignor, the Administrative
     Agent, each Co-Agent and each other Supplier, and based on such
     Supplier's review of the financial information of the Consignee,
     this Agreement, the other Advance Documents (the terms and
     provisions of which being satisfactory to such Supplier) and such
     other documents, information and investigations as such Supplier
     has deemed appropriate, made its own credit decision to extend
     its Advance Commitment.  Each Supplier also acknowledges that it
     will, independently of the Consignor, the Administrative Agent,
     each Co-Agent and each other Supplier, and based on such other
     documents, information and investigations as it shall deem
     appropriate at any time, continue to make its own credit
     decisions as to exercising or not exercising from time to time
     any rights and privileges available to it under this Agreement or
     any other Advance Document.

          SECTION 7.7.  Copies, etc.  The Administrative Agent shall
     give prompt notice to each Supplier of each notice or request
     required or permitted to be given to the Administrative Agent by
     the Consignor and the Consignee pursuant to the terms of this
     Agreement (unless concurrently delivered to the Suppliers by the
     Consignor or the Consignee).  The Administrative Agent will
     distribute to each Supplier each document or instrument received
     for its account and copies of all other communications received
     by the Administrative Agent from the Consignor and the Consignee
     for distribution to the Suppliers by the Administrative Agent in
     accordance with the terms of this Agreement.

                                ARTICLE VIII

                          MISCELLANEOUS PROVISIONS

          SECTION 8.1.  Waivers, Amendments, etc.  The provisions of
     this Agreement and of each other Advance Document may from time
     to time be amended, modified or waived, if such amendment,
     modification or waiver is in writing and consented to by the
     Required Suppliers and the Consignee, provided, however, that no
     such amendment, modification or waiver to this Agreement; and the
     Consignor shall not consent to any amendment, modification or
     waiver to any Fee Consignment Document, which would:

               (a)  modify any requirement hereunder that any
          particular action be taken by all the Suppliers or by the
          Required Suppliers shall be effective unless consented to by
          each Supplier;

               (b)  modify this Section 8.1 or Section 4.2 (or any
          defined terms contained therein), the last sentence of
          Section 9.10, Sections 9.3, 9.4 or 9.13 of the Short-Term
          Fee Consignment Agreement, change the definition of
          "Required Suppliers", increase the Advance Commitment Amount
          or the Percentage of any Supplier, release any collateral
          security (it being acknowledged and agreed by the parties
          hereto that the use of Bullion by the Consignee in the
          production and fabrication of products for its customers or
          the sale thereof to its customers (to the extent such
          Bullion has been purchased pursuant to the terms of the
          Short-Term Fee Consignment Agreement or other gold and/or
          silver (as applicable) has been returned to the Consignor
          pursuant to the terms of the Short-Term Fee Consignment
          Agreement) shall not be deemed to be a release of collateral
          security), or (except as set forth in Section 2.4.2) extend
          the Advance Commitment Termination Date shall be made
          without the consent of each Supplier (and the Consignor
          agrees that it will not consent to any such amendment,
          waiver or other modification to the Short-Term Fee
          Consignment Agreement unless each Supplier (or in the case
          of Section 9.3 of the Short-Term Fee Consignment Agreement,
          each affected Supplier) has first so consented);

               (c)  extend the due date for, or reduce the amount of,
          any scheduled or mandatory repayment or prepayment of
          principal of or fee in respect of any Advance or any other
          amounts to a Supplier hereunder (or reduce the principal
          amount of or rate of any fee or interest on any Advance)
          shall be made without the consent of each affected Supplier;

               (d)  affect adversely the interests, rights or
          obligations of (i) an Agent qua such Agent or (ii) the
          Consignor, shall be made without consent of such Agent or
          the Consignor, as applicable; 

               (e)  amend, waive or otherwise modify (i) the
          definition of "Bullion", "gold" or "silver", Sections 2.3,
          2.3.3, 7.2.2 or 9.1 of the Short-Term Fee Consignment
          Agreement, (ii) any representation or warranty made by the
          Consignee in Article VI of the Short-Term Fee Consignment
          Agreement (including those incorporated by reference in
          Section 6.1 thereof), any covenant made by the Consignee in
          Article VII of the Short-Term Fee Consignment Agreement
          (including those incorporated by reference in Section 7.1
          thereof), or any Event of Default (under and as defined in
          the Short-Term Fee Consignment Agreement), or (iii) any
          condition to the consignment of Bullion contained in Article
          V of the Short-Term Fee Consignment Agreement, shall be
          consented to by the Consignor unless first consented to by
          the Required Suppliers (and the Consignor agrees that it
          will not consent to any such amendment, waiver or other
          modification to the Short-Term Fee Consignment Agreement
          unless the Required Suppliers have first so consented); or

               (f)  extend the due date for, or reduce the amount of,
          any scheduled or mandatory repayment or prepayment of (or
          reduce the rate of) any fee, interest or other amounts
          payable under the Short-Term Fee Consignment Agreement shall
          be made without the consent of each affected Supplier (and
          the Consignor agrees that it will not consent to any such
          extensions or reductions unless each affected Supplier has
          first so consented).

     No failure or delay on the part of any Agent, any Supplier or the
     Consignor in exercising any power or right under this Agreement
     or any other Advance Document shall operate as a waiver thereof,
     nor shall any single or partial exercise of any such power or
     right preclude any other or further exercise thereof or the
     exercise of any other power or right.  No notice to or demand on
     the Consignor or the Consignee in any case shall entitle it to
     any notice or demand in similar or other circumstances.  No
     waiver or approval by any Agent, any Supplier or the Consignor
     under this Agreement or any other Advance Document shall, except
     as may be otherwise stated in such waiver or approval, be
     applicable to subsequent transactions.  No waiver or approval
     hereunder shall require any similar or dissimilar waiver or
     approval thereafter to be granted hereunder.

          SECTION 8.2.  Notices.  All notices and other communications
     provided to any party hereto or the Consignee under this
     Agreement or any other Advance Document shall be in writing or by
     facsimile and addressed, delivered or transmitted to such party
     at its address or facsimile number set forth below its signature
     hereto (or, in the case of the Consignee, at its address or
     facsimile number set forth in the Short-Term Fee Consignment
     Agreement) or set forth in the Supplier Assignment Agreement or
     at such other address or facsimile number as may be designated by
     such party or the Consignee, as applicable, in a notice to the
     other parties.  Any notice, if mailed and properly addressed with
     postage prepaid or if properly addressed and sent by pre-paid
     courier service, shall be deemed given when received; any notice,
     if transmitted by facsimile, shall be deemed given when
     transmitted upon receipt of electronic confirmation of
     transmission.

          SECTION 8.3.  Payment of Costs and Expenses.  Subject to the
     terms of this Agreement, the Consignor agrees to pay over to the
     Administrative Agent all reasonable out-of-pocket expenses of the
     Administrative Agent (including the fees and out-of-pocket
     expenses of a single counsel to the Administrative Agent and of
     local counsel, if any, who may be retained by counsel to the
     Administrative Agent) received by it from the Consignee pursuant
     to Section 9.3 of the Short-Term Fee Consignment Agreement in
     connection with

               (a)  the negotiation, preparation, execution and
          delivery and (where applicable), filing and recording of
          this Agreement and of each other Advance Document, including
          schedules and exhibits, and any amendments, waivers,
          consents, supplements or other modifications to this
          Agreement or any other Advance Document as may from time to
          time hereafter be required, whether or not the transactions
          contemplated hereby are consummated; 

               (b)  the preparation and review of the form of any
          document or instrument relevant to this Agreement or any
          other Advance Document; and

               (c)  the administration and monitoring of this
          Agreement and the Advance Documents, and compliance of the
          parties hereto with respect to the terms hereof.

     Subject to the terms of this Agreement, the Consignor further
     agrees to pay over to the Administrative Agent amounts actually
     received from the Consignee pursuant to Section 9.3 of the Short-
     Term Fee Consignment Agreement in respect of any stamp or other
     taxes which may be payable in connection with the execution or
     delivery of this Agreement, the Advances hereunder or any other
     Advance Documents (provided, that each Supplier agrees if any
     Taxes are paid by the Consignor or the Administrative Agent on
     behalf of any Supplier to any governmental authority and such
     Taxes are not paid over by the Consignee to the Consignor or the
     Administrative Agent, as the case may be, as required pursuant to
     Section 4.5 of the Short-Term Fee Consignment Agreement, then
     such Supplier shall, promptly following demand by the Consignor
     or the Administrative Agent, as applicable, pay to the Consignor
     or the Administrative Agent the full amount of such Taxes). 
     Subject to the terms of this Agreement, the Consignor also agrees
     to pay over to the Administrative Agent (to the extent (and only
     to the extent) first received by the Consignor from the
     Consignee) for the account of the relevant Supplier amounts in
     respect of reasonable out-of-pocket expenses (including
     attorneys' fees and legal expenses (including those fees and
     legal expenses of internal counsel to such Supplier allocated to
     this Agreement)) incurred by such Agent, or such Supplier in
     connection with (x) the negotiation of any restructuring or
     "work-out", whether or not consummated, of any Obligations and
     (y) the enforcement of any Obligations.

          SECTION 8.4.  Turn-Over of Certain Payments.  Subject to the
     terms of this Agreement, the Consignor hereby agrees to pay over
     to the Administrative Agent, to the extent (and only to the
     extent) first received by the Consignor from the Consignee under
     Sections 9.3 and 9.14 of the Short-Term Fee Consignment
     Agreement, costs and expenses arising in connection with any and
     all actions, causes of action, suits, losses (other than the
     principal amount of the Advances), costs, liabilities and
     damages, and expenses incurred by the Agents or the Suppliers and
     each of their respective officers, directors, employees and
     agents (collectively, the "Indemnified Parties") in connection
     with the execution and delivery of this Agreement by the Agents
     and each Supplier and the extension of the Advance Commitment
     (irrespective of whether any such Indemnified Party is a party to
     such action), including reasonable attorneys' fees and
     disbursements (collectively, the "Indemnified Liabilities"),
     incurred by the Indemnified Parties or any of them as a result
     of, or arising out of, or relating to 

               (a)  any transaction financed or to be financed in
          whole or in part, directly or indirectly, with the proceeds
          of any Advance; 

               (b)  any breach by the Consignee of its Obligations
          under (and as defined in) the Short-Term Fee Consignment
          Agreement;

               (c)  any investigation, litigation or proceeding
          involving the Consignee or any of its Subsidiaries or
          property now or previously owned or leased by the Consignee
          or any of its Subsidiaries related to any environmental
          cleanup, compliance or other similar matter relating to the
          protection of the environment by the Consignee or any of its
          Subsidiaries or the Release by the Consignee or any of its
          Subsidiaries of any Hazardous Material; provided, that the
          Indemnified Party shall have given the Consignee notice of
          any such matter and an opportunity to participate in, but
          not (except at the sole discretion of the Indemnified
          Parties) to manage or control, the defense or settlement of
          any such matters which may give rise to any Indemnified
          Liabilities; 

               (d)  the presence on or under, or the escape, seepage,
          leakage, spillage, discharge, emission, discharging or
          releasing from, any real property owned or operated by the
          Consignee or any Subsidiary thereof of any Hazardous
          Material (including any losses, liabilities, damages,
          injuries, costs, expenses or claims asserted or arising
          under any Environmental Law), regardless of whether caused
          by, or within the control of, the Consignee or such
          Subsidiary; or

               (e)  any breach of warranty contained in Section 6.12
          of the Short Term Revolving Credit Agreement (as
          incorporated by reference pursuant to Section 6.1 of the
          Short-Term Fee Consignment Agreement), without giving effect
          to the exceptions based upon the materially adverse effect
          and any qualification based on materiality or knowledge;

     except for any such Indemnified Liabilities arising for the
     account of a particular Indemnified Party by reason of the
     relevant Indemnified Party's gross negligence or wilful
     misconduct.  

          SECTION 8.5.  Survival.  Subject to the terms of this
     Agreement, the obligations of the Consignor under Article IV,
     Section 8.3 and Section 8.4, the obligations of the Suppliers
     under Section 7.1, and the provisions of Section 8.15 (including
     the obligations of the parties hereto pursuant to such Section)
     shall, in each case survive any termination of this Agreement,
     the payment in full of all Obligations and the termination of the
     Advance Commitment.  

          SECTION 8.6.  Severability.  Any provision of this Agreement
     or any other Advance Document which is prohibited or
     unenforceable in any jurisdiction shall, as to such provision and
     such jurisdiction, be ineffective to the extent of such
     prohibition or unenforceability without invalidating the
     remaining provisions of this Agreement or such Advance Document
     or affecting the validity or enforceability of such provision in
     any other jurisdiction.

          SECTION 8.7.  Headings.  The various headings of this
     Agreement and of each other Advance Document are inserted for
     convenience only and shall not affect the meaning or
     interpretation of this Agreement or such other Advance Document
     or any provisions hereof or thereof.

          SECTION 8.8.  Execution in Counterparts, Effectiveness, etc. 
     This Agreement may be executed by the parties hereto in several
     counterparts, each of which shall be executed by the Consignor
     and the Administrative Agent and be deemed to be an original and
     all of which shall constitute together but one and the same
     agreement.  This Agreement shall become effective when
     counterparts hereof executed on behalf of the Consignor, each
     Agent and each Supplier, and acknowledged by the Consignee (or
     notice thereof satisfactory to the Administrative Agent) shall
     have been received by the Administrative Agent and notice thereof
     shall have been given by the Administrative Agent to the
     Consignee and each Supplier.

          SECTION 8.9.  Governing Law; Entire Agreement.  THIS
     AGREEMENT AND EACH OTHER ADVANCE DOCUMENT SHALL EACH BE DEEMED TO
     BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
     STATE OF NEW YORK.  This Agreement and the other Advance
     Documents constitute the entire understanding among the parties
     hereto with respect to the subject matter hereof and supersede
     any prior agreements, written or oral, with respect thereto.

          SECTION 8.10.  Successors and Assigns.  This Agreement shall
     be binding upon and shall inure to the benefit of the parties
     hereto and their respective successors and assigns; provided,
     however, that:

               (a)  the Consignor (i) may not assign or transfer its
          rights or obligations hereunder or (except as set forth in
          Section 4.11) under the Short-Term Fee Consignment Agreement
          and (ii) agrees that it will not consent to the Consignee
          assigning or transferring any of its rights or obligations
          under the Fee Consignment Agreement, in each case without
          the prior written consent of all Suppliers; and

               (b)  the rights of sale, assignment and transfer of the
          Suppliers are subject to Section 8.11;

     provided, that, the parties hereto acknowledge and agree that the
     Consignee is a third party beneficiary of clauses (b) and (c) of
     Section 2.4.2, Sections 4.1 through 4.6 (inclusive), 4.10, 7.4,
     8.1, 8.2 and 8.11, to the extent such clauses and Sections
     expressly provide the Consignee with rights or benefits
     thereunder, and, to the extent of the delivery requirements of
     the Consignor thereunder, Sections 2.3, 2.3.1 and 3.2.1.

          SECTION 8.11.  Sale and Transfer of Advances; Participation
     in Advances.  Each Supplier may assign, or sell participation in,
     its Advances and Advance Commitment to one or more other Persons
     in accordance with this Section 8.11.

          SECTION 8.11.1.  Assignments.  Any Supplier,

               (a)  with the written consent of the Consignor
          (provided, that the Consignee shall have also consented to
          such Assignee Lender pursuant to Section 10.11.1 of the
          Revolving Credit Agreement, which consents shall not be
          unreasonably delayed or withheld and which consent, in the
          case of the Consignee, shall be deemed to have been given in
          the absence of a written notice delivered by the Consignee
          to the Administrative Agent, on or before the fifth Business
          Day after receipt by the Consignee of such Supplier's
          request for consent, stating, in reasonable detail, the
          reasons why the Consignee proposes to withhold such consent)
          may at any time assign and delegate to one or more
          commercial banks or other financial institutions;

               (b)  with notice to the Consignee and the
          Administrative Agent, but without the consent of any Person,
          may (i) assign and delegate to any other Supplier, and (ii)
          assign and/or delegate to any of its Affiliates or
          Subsidiaries; and

               (c)  with notice to the Administrative Agent, but
          without the consent of any Person, may pledge its Advances
          (and related rights thereto) to a Federal Reserve Bank in
          support of borrowings made by such Supplier from such
          Federal Reserve Bank;

     (each Person described in the foregoing clauses as being the
     Person to whom such assignment and delegation is to be made,
     being hereinafter referred to as an "Assignee Supplier"), all or
     any fraction of such Supplier's total Advances and Advance
     Commitment (which assignment and delegation shall be of a
     constant, and not a varying, percentage of all the assigning
     Supplier's Advances and Advance Commitment) in a minimum
     aggregate amount, when taken together with other assignments
     being made to such Assignee Supplier under the Revolving Credit
     Agreement, the Short Term Revolving Credit Agreement and the
     Short-Term Dollar Supply Agreement, of $10,000,000 in the case of
     an assignment described in clause (a) (such amount to be reduced
     pro rata by any permanent reductions in the amount of the Advance
     Commitment), or if less, all of such Supplier's Advances and
     Advance Commitment; provided, however, that any such Supplier
     will (i) except in connection with a pledge of Advances pursuant
     to clause(c)  above, contemporaneously sell a pro rata portion of
     its (A) Advances and Advance Commitment (as such terms are
     defined in the Dollar Supply Agreement), (B) Loans and Commitment
     (as such terms are defined in the Revolving Credit Agreement) and
     (C) its Loans and Commitment (as such terms are defined in the
     Short Term Revolving Credit Agreement), in each case to the same
     Assignee Supplier pursuant to the terms of such agreements, and
     (ii) comply, if applicable, with the provisions contained in the
     last sentence of Section 4.6 and further, provided, however,
     that, the Consignee, the Consignor and the Administrative Agent
     shall be entitled to continue to deal solely and directly with
     such Supplier in connection with the interests so assigned and
     delegated to an Assignee Supplier until

               (d)  written notice of such assignment and delegation,
          together with payment instructions, addresses and related
          information with respect to such Assignee Supplier, shall
          have been given to the Consignee and the Administrative
          Agent by such Supplier and such Assignee Supplier; 

               (e)  such Assignee Supplier shall have executed and
          delivered to the Consignee and the Administrative Agent a
          Supplier Assignment Agreement, accepted by the
          Administrative Agent and acknowledged by the Consignee; and

               (f)  the processing fees described below shall have
          been paid.

     From and after the date that the Administrative Agent accepts
     such Supplier Assignment Agreement, (x) the Assignee Supplier
     thereunder shall be deemed automatically to have become a party
     hereto and to the extent that rights and obligations hereunder
     have been assigned and delegated to such Assignee Supplier in
     connection with such Supplier Assignment Agreement, shall have
     the rights and obligations of a Supplier hereunder and under the
     other Advance Documents, and (y) the assignor Supplier, to the
     extent that rights and obligations hereunder have been assigned
     and delegated by it in connection with such Supplier Assignment
     Agreement, shall be released from its obligations hereunder and
     under the other Advance Documents.  Accrued interest and fees on
     that part of the assigned Advances and Advance Commitment shall
     be paid, as provided in the Supplier Assignment Agreement. 
     Subject to the terms hereof, accrued interest and accrued fees
     shall be paid by the Consignor at the same time or times provided
     in this Agreement.  Such assignor Supplier or such Assignee
     Supplier must also pay (without duplication of any processing
     fees payable pursuant to Section 10.11.1 of the Revolving Credit
     Agreement, Section 10.11.1 of the Short Term Revolving Credit
     Agreement and Section 8.11.1 of the Dollar Supply Agreement) a
     processing fee to the Administrative Agent upon delivery of any
     Supplier Assignment Agreement in the amount of $2,500 (provided,
     however, that such processing fee shall not be required to be
     paid by a Supplier in the case of (i) an assignment and/or
     delegation of such Supplier's Advances and Advance Commitment to
     an Affiliate or Subsidiary of such Supplier, or (ii) to a Federal
     Reserve Bank pursuant to clause (c) of this Section).  Any
     attempted assignment and delegation not made in accordance with
     this Section 8.11.1 shall be null and void.

          SECTION 8.11.2.  Participation.  Any Supplier may at any
     time sell to one or more commercial banks or other Persons (each
     of such commercial banks and other Persons being herein called a
     "Participant") participating interests in any of the Advances,
     its Advance Commitment, or other interests of such Supplier
     hereunder; provided, however, that

               (a)  no participation contemplated in this
          Section 8.11.2 shall relieve such Supplier from its Advance
          Commitment or its other obligations hereunder or under any
          other Advance Document;

               (b)  such Supplier shall remain solely responsible for
          the performance of its Advance Commitment and such other
          obligations;

               (c)  the Consignee, the Consignor and the
          Administrative Agent shall continue to deal solely and
          directly with such Supplier in connection with such
          Supplier's rights and obligations under this Agreement and
          each of the other Advance Documents;

               (d)  no Participant, unless such Participant is an
          Affiliate of such Supplier, or is itself a Supplier, shall
          be entitled to require such Supplier to take or refrain from
          taking any action hereunder or under any other Advance
          Document, except that such Supplier may agree with any
          Participant that such Supplier will not, without such
          Participant's consent, take any actions of the type
          described in clause (b), (c) or (f) of Section 8.1; and 

               (e)  neither the Consignor nor the Consignee shall be
          required to pay any amount hereunder or under the Short-Term
          Fee Consignment Agreement that is greater than the amount
          which it would have been required to pay had no
          participating interest been sold.

     Subject to the terms of this Agreement, the Consignor
     acknowledges and agrees that each Participant, for purposes of
     Sections 4.3, 4.4, 4.5, 4.6, 4.8, 4.9, 8.3 and 8.4, shall be
     considered a Supplier.

          SECTION 8.12.  Other Transactions.  Nothing contained herein
     shall preclude any Agent or any other Supplier from engaging in
     any transaction, in addition to those contemplated by this
     Agreement or any other Advance Document, with the Consignee or
     any of its Affiliates in which the Consignee or such Affiliate is
     not restricted hereby from engaging with any other Person. 

          SECTION 8.13.  Forum Selection and Consent to Jurisdiction. 
     ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
     CONNECTION WITH, THIS AGREEMENT OR ANY OTHER ADVANCE DOCUMENT, OR
     ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
     ORAL OR WRITTEN) OR ACTIONS OF EACH AGENT, THE CONSIGNOR OR THE
     SUPPLIERS SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE
     COURTS OF THE CITY AND STATE OF NEW YORK OR IN THE UNITED STATES
     DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED,
     HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL
     OR OTHER PROPERTY MAY BE BROUGHT, AT THE ADMINISTRATIVE AGENT'S
     OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL
     OR OTHER PROPERTY MAY BE FOUND.  THE SUPPLIERS, THE AGENTS AND
     THE CONSIGNOR HEREBY EXPRESSLY AND IRREVOCABLY FOR ITSELF AND ITS
     PROPERTY SUBMIT TO THE JURISDICTION OF THE COURTS OF THE CITY AND
     STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE
     SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH
     LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND
     BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH
     LITIGATION.  

          SECTION 8.14.  Waiver of Jury Trial.  EACH AGENT, THE
     CONSIGNOR AND THE SUPPLIERS HEREBY KNOWINGLY, VOLUNTARILY AND
     INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY
     IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
     UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER ADVANCE
     DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
     (WHETHER ORAL OR WRITTEN) OR ACTIONS OF SUCH AGENT, THE CONSIGNOR
     OR THE SUPPLIERS.  THE AGENTS, THE SUPPLIERS AND THE CONSIGNOR
     ACKNOWLEDGE AND AGREE THAT EACH HAS RECEIVED FULL AND SUFFICIENT
     CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF
     EACH OTHER ADVANCE DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS
     PROVISION IS A MATERIAL INDUCEMENT FOR EACH OTHER PARTY HERETO
     ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER ADVANCE
     DOCUMENT.

          SECTION 8.15.  No Recourse.  Each of the parties acknowledge
     and agree that the Consignor shall in no event be (or be deemed
     to be) a guarantor, surety or obligor of any of the monetary or
     other Obligations (when used in this Section, such term to mean
     and include the Obligations under (and as defined in) the Fee
     Consignment Agreement and the Short-Term Fee Consignment
     Agreement) of the Consignee, and shall under no circumstances be
     liable for any of the Obligations of the Consignee.  In
     furtherance of the foregoing, and notwithstanding any provisions
     herein or in any of the other Advance Documents or Fee
     Consignment Documents to the contrary (other than the last
     sentence of this Section),

               (a)  in the event that the Administrative Agent, acting
          at the direction of the Required Suppliers, shall at any
          time take action to enforce the collection of the
          Obligations, the Suppliers shall in no event have recourse
          against the Consignor or any of its assets (and the
          Suppliers acknowledge and agree that the Obligations are not
          (nor shall they be deemed to be) obligations owing by the
          Consignor; and 

               (b)  the Consignor shall only be required to pay over
          all or any portion of the amounts due under Sections 2.2,
          2.4.2, Article III (other than clauses (a) and (e) of
          Section 3.1.3), Article IV, Section 6.2, Section 6.3,
          Section 8.3 and Section 8.4 (or any other amounts hereunder
          to the extent such payment is expressly made contingent on
          the Consignor first receiving such amount from the
          Consignee) to the extent (and only to the extent) that the
          Consignor first receives payment (in whole or in part as
          applicable) with respect thereto in immediately available
          funds from the Consignee or (in the case of a repayment or
          prepayment of the Advances), the Consignee has first
          returned to (or purchased from) the Consignor all or a
          portion of the Bullion in respect of such Advances in each
          case pursuant to the terms of the Fee Consignment Agreement
          and Short-Term Fee Consignment Agreement.

     Each of the Suppliers acknowledge and agree that if at any time
     any payment made by the Consignor to a Supplier in respect of any
     Obligations is subsequently rescinded, recovered from or repaid
     by the Consignor for any reason other than to the extent of the
     Consignor's gross negligence or wilful misconduct (including as
     the result of any bankruptcy, dissolution, reorganization or
     liquidation proceedings (or proceedings similar thereto) relating
     to the Consignee), then each such Supplier shall repay to the
     Consignor on demand that portion received by it of the amount so
     rescinded, recovered from or repaid by the Consignor.  Nothing in
     this Section shall adversely affect any rights of any Suppliers
     (when used in this Section, such term to mean and include all
     Suppliers, under and as defined in this Agreement and the Dollar
     Supply Agreement) (i) to assert any claims against the Consignor
     to the extent that the Consignor has actually received from the
     Consignee all or any portion of the monetary amounts that the
     Consignor is required to pay over to the Suppliers hereunder or
     under the Dollar Supply Agreement or has actually received all or
     any portion of Bullion (when used in this Section, such term to
     mean all Bullion, as defined in the Fee Consignment Agreement and
     the Short-Term Fee Consignment Agreement) that is required to be
     returned to the Consignor under the terms of the Fee Consignment
     Agreement or the Short-Term Fee Consignment Agreement (or has
     actually received, in lieu of a return of Bullion, Dollars to the
     extent any such Bullion is purchased by the Consignee pursuant to
     the terms of the Fee Consignment Agreement or the Short-Term Fee
     Consignment Agreement), and notwithstanding such actual receipt
     of monetary amounts or Bullion (as the case may be), the
     Consignor has failed to repay to the Suppliers any amount owing
     to them under the terms hereof, under the Short-Term Dollar
     Supply Agreement or under the Suppliers' Agreement, to the extent
     then due and payable, or (ii) to direct the Consignor to
     accelerate the Obligations and require the immediate return of
     Bullion to the Consignor, as set forth in Sections 6.2 and 6.3 of
     this Agreement and Sections 6.2 and 6.3 of the Dollar Supply
     Agreement.  The Consignor agrees to indemnify and hold harmless
     the Indemnified Parties from and against all actions, causes of
     action and suits, and losses, costs, liabilities and actual (but
     in no event consequential or punitive) damages hereunder arising
     (i) by reason of a Consignor Bankruptcy Event, (ii) to the extent
     and only to the extent from the gross negligence or wilful
     misconduct of the Consignor (in its capacity as Consignor) or
     (iii) from a breach hereunder or under the Short-Term Fee
     Consignment Agreement by the Consignor (in such capacity) at a
     time when no Event of Default has occurred and is continuing.

          SECTION 8.16.  Waiver of Immunity; Judgment Currency.  

          (a)  To the extent that the Consignor may have any immunity
     on the grounds of sovereignty or otherwise from jurisdiction of
     any court in the United States or from any legal process (whether
     through service or notice, attachment prior to judgment,
     attachment in aid of execution or otherwise) or from any legal
     proceeding with respect to itself or its property, the Consignor
     hereby irrevocably waives such immunity for itself and its
     property (including, without limitation, property held by the
     Consignor for its own account) with respect to its obligations
     under this Agreement and the Suppliers' Agreement.

          (b)  If for the purpose of obtaining judgment in any court
     it is necessary to calculate the equivalent of a sum due from the
     Consignor under this Agreement which is denominated in Dollars in
     another currency, the rate of exchange used shall be that at
     which in accordance with normal banking procedures the Supplier
     seeking such judgment could purchase Dollars with such other
     currency on the Currency Business Day (defined below) preceding
     that on which judgment is given.  Notwithstanding any such
     judgment in such other currency, the obligations of the Consignor
     with respect to such sum due from it to the applicable Supplier
     hereunder shall be discharged only to the extent that on the
     Currency Business Day following receipt by such Supplier of such
     amount adjudged to be so due in such other currency, such
     Supplier, in accordance with normal banking procedures, can
     purchase Dollars with such currency.  If the Dollars so purchased
     are less than the sum originally due to the applicable Supplier
     in Dollars, the Consignor agrees as a separate obligation and
     notwithstanding any such judgment to indemnify such Supplier
     against such loss (other than any loss caused by such Supplier's
     gross negligence and wilful misconduct) and to promptly pay to
     such Supplier an amount such that such Supplier receives the full
     sum originally due to such Supplier in Dollars; and if the
     Dollars so purchased exceed such sum originally due to such
     Supplier in Dollars, such Supplier agrees to remit such excess to
     the Consignor.  "Currency Business Day" means any day other than
     a Saturday, Sunday or relevant holiday on which dealings in such
     other currency and Dollars are carried out in the New York
     interbank market and through official agencies of the country
     where such other currency is available for purchase with Dollars.


          IN WITNESS WHEREOF, the parties hereto have caused this
     Agreement to be executed by their respective officers thereunto
     duly authorized as of the day and year first above written.

                              THE BANK OF NOVA SCOTIA,
                                 in its capacity as Consignor

                              By: /s/ Stephen Lockhart                
                                 Title: Senior Manager

                              Address:  One Liberty Plaza
                                        New York, N.Y. 10006

                              Facsimile No:  212-225-5090

                              Attention:  Mr. Brian Allen

                              With a copy to:

                              Address:  The Bank of Nova Scotia
                                        44 King Street West
                                        Toronto, Ontario
                                        Canada  M5H 1H1

                              Facsimile No:  416-866-4053

                              Attention:  Mr. Peter Payne

                              THE BANK OF NOVA SCOTIA,
                                in its capacity as Administrative
                                Agent and Co-Agent

                              By: /s/ Stephen Lochart                 
                                 Title: Senior Manager

                              Address:  One Liberty Plaza
                                        New York, New York  10006

                              Facsimile No.:  212-225-5090

                              Attention:  Mr. Brian Allen


           PERCENTAGE

          8.641975300%        THE BANK OF NOVA SCOTIA, in its capacity
                                as a Supplier
                                

                              By: /s/ Stephen Lockhart                
                                 Name:  Stephen Lockhart
                                 Title: Senior Manager

                              Domestic 
                              Office:  One Liberty Plaza
                                       New York, New York  10006

                              Facsimile No.:  212-225-5091

                              Attention:  Mr. Brian Allen

                              LIBOR 
                              Office:  One Liberty Plaza
                                       New York, New York  10006

                              Facsimile No.:  212-225-5091

                              Attention:  Mr. Brian Allen


           PERCENTAGE

          8.641975300%        THE BANK OF NEW YORK, in its capacity as
                                a Co-Agent and a Supplier

                              By: /s/ William A. Kerr                 
                                 Name:  William A. Kerr
                                 Title: Vice President

                              Domestic 
                              Office:  One Wall Street
                                       New York, New York  10286

                              Facsimile No.:  212-635-1480

                              Attention:  Wendy Forrest
                                          

                              LIBOR 
                              Office:  One Wall Street
                                       New York, New York  10286

                              Facsimile No.:  212-635-1480

                              Attention:  Wendy Forrest


           PERCENTAGE

          8.641975300%        CHEMICAL BANK, in its capacity as
                                a Co-Agent and a Supplier

                              By: /s/ Theordore L. Parker             
                                 Name:   Theordore L. Parker
                                 Title:  Vice President

                              Domestic 
                              Office:  270 Park Avenue
                                       New York, NY  10017

                              Facsimile No.:  212-270-4016

                              Attention:  Renee Pierre-Louis
                                       
        
                              LIBOR 
                              Office:  270 Park Avenue
                                         New York, NY  10017

                              Facsimile No.:  212-270-4016

                              Attention:  Renee Pierre-Louis
                                       


           PERCENTAGE

          7.514761100%        FLEET PRECIOUS METALS INC.

                              By: /s/ W. Timothy Coggins/Eleanor Vander Mel 
                                 Name:  W. Timothy Coggins/Eleanor Vander Mel
                                 Title:  Asst. Vice President/Vice President

                              Domestic 
                              Office:  111 Westminster Street
                                       Providence, RI 02903-2305

                              Facsimile No.:  401-278-3077

                              Attention:  Dave Devel

                              LIBOR 
                              Office:  111 Westminster Street
                                       Providence, RI 02903-2305

                              Facsimile No.:  401-272-3440

                              Attention:  Joyce Deschenes]


           PERCENTAGE

          7.514761100%        NBD BANK, N.A.

                              By: /s/ Anna R. Hoffman                 
                                 Name:  Anna R. Hoffman
                                 Title: Vice President

                              Domestic 
                              Office:  611 Woodward Avenue
                                       Detroit, Michigan  48302

                              Facsimile No.:  313-225-1586

                              Attention:  Cheryl Brosovic/Ann Hoffman

                              LIBOR 
                              Office:  611 Woodward Avenue
                                       Detroit, Michigan  48302

                              Facsimile No.:  313-225-1586

                              Attention:  Cheryl Brosovic/Ann Hoffman


           PERCENTAGE

          6.441223800%        THE BANK OF TOKYO TRUST COMPANY

                              By: /s/ Jeffrey Miller                  
                                 Name:  Jeffrey Miller
                                 Title: 

                              Domestic 
                              Office:  The Bank of Tokyo 
                                         Trust Company

                              Telephone No.:  212-766-5461         

                              Facsimile No.:  212-732-1678

                              Attention:  Rolando Uy

                              LIBOR 
                              Office:  The Bank of Tokyo 
                                         Trust Company

                              Telephone No.:  212-766-5461         

                              Facsimile No.:  212-732-1678

                              Attention:  Rolando Uy


           PERCENTAGE

          6.441223800%        LTCB TRUST COMPANY

                              By: /s/ Rene LeBlanc                    
                                 Name:  Rene LeBlanc
                                 Title: Senior Vice President

                              Domestic 
                              Office:  165 Broadway
                                       New York, NY  10006

                              Facsimile No.:  (212) 608-3081

                              Attention:  Winston Brown

                              LIBOR 
                              Office:  165 Broadway
                                       New York, NY  10006

                              Facsimile No.:  (212) 608-3081

                              Attention:  Winston Brown


           PERCENTAGE

          6.441223800%        SHAWMUT BANK, N.A.

                              By: /s/ Kerry Day                       
                                 Name:  Kerry Day
                                 Title: Assistant Vice President

                              Domestic 
                              Office:  One Federal St.  OF-0324
                                       Boston, Massachusetts  02211

                              Facsimile No.:  617-292-2566

                              Attention:  Kerry Day

                              LIBOR 
                              Office:  Shawmut Bank, N.A.
                                       One Federal St.  OF-0324
                                       Boston, Massachusetts  02211
                                       

                              Facsimile No.:  617-292-2566

                              Attention:  Kerry Day


           PERCENTAGE

          4.294149200%        CREDIT LYONNAIS NEW YORK BRANCH

                              By: /s/ Mark A. Campellone              
                                 Name:  Mark A. Campellone
                                 Title: Vice President

                              CREDIT LYONNAIS CAYMAN ISLAND BRANCH

                              By: /s/ Mark A. Campellone              
                                 Name:  Mark A. Campellone
                                 Title: Authorized Signature 

                              In both cases:

                              Domestic 
                              Office:  1301 Avenue of the Americas
                                       New York, New York  10019

                              Facsimile No.:  212-459-3179

                              For Administrative
                              Matters:

                              Attention:  Kevin McCarthy

                              LIBOR 
                              Office:  1301 Avenue of the Americas
                                       New York, New York  10019

                              Facsimile No.:  212-459-3179

                              For Administrative
                              Matters:

                              Attention:  Kevin McCarthy

                              For Credit Matters:

                              Attention:  Andrea Griffis


           PERCENTAGE

          4.294149200%        THE DAIWA BANK, LIMITED

                              By: /s/ J.H. Broadley                   
                                 Name:  J.H. Broadley
                                 Title: Vice President

                              By: /s/ B.W. Henry                      
                                 Name:  B.W. Henry
                                 Title: Vice President and Manager

                              Domestic 
                              Office:  The Daiwa Bank, Limited,
                                         Chicago Branch
                                       233 South Wacker Drive
                                       Suite 4500
                                       Chicago, Illinois  60606

                              LIBOR 
                              Office:  The Daiwa Bank, Limited,
                                         Chicago Branch
                                       233 South Wacker Drive
                                       Suite 4500
                                       Chicago, Illinois  60606

                              Address for 
                                  Notices:  The Daiwa Bank, Limited
                                            450 Lexinton Avenue
                                            Suite 1700
                                            New York, New York  10017

                              Facsimile No.:  212-818-0866

                              Attention:  Catherine Tiano, Credit
                                            Administration Assistant


           PERCENTAGE

          4.294149200%        DEUTSCHE BANK AG, NEW YORK AND/OR 
                                CAYMAN ISLANDS BRANCHES

                              By: /s/ Jeffrey N. Wiesser              
                                 Name:  Jeffrey N. Wieser
                                 Title: Director

                              By: /s/ Jean M. Hannigan                
                                 Name:  Jean M. Hannigan
                                 Title: Assistant Vice President

                              Domestic 
                              Office:  Deutsche Bank AG,
                                         New York and/or 
                                       Cayman Islands Branches
                                       31 West 52nd Street
                                       New York, New York  10019

                              Facsimile No.:  212-474-8212

                              Attention:  Jeffrey N. Wieser/
                                          Gregory M. Hill

                              LIBOR 
                              Office:  Deutsche Bank AG,
                                         Cayman Islands Branch
                                       31 West 52nd Street
                                       New York, New York  10019
                                       
                              Facsimile No.:  212-474-8212

                              Attention:  Jeffrey N. Wieser/
                                          Gregory M. Hill


           PERCENTAGE

          4.294149200%        THE FUJI BANK LTD.

                              By: /s/ Gina Kearns                     
                                 Name:  Gina Kearns
                                 Title: Vice President and Manager

                              Domestic 
                              Office:  The Fuji Bank, Limited, 
                                         New York Branch
                                       Two World Trade Center, 
                                       79th Floor
                                       New York, New York  10048

                                       
                              Facsimile No.:  212-912-0516

                              Attention:  Yoshihiko Shiotsugu

                              LIBOR 
                              Office:  The Fuji Bank, Limited, 
                                         New York Branch
                                       Two World Trade Center, 
                                       79th Floor
                                       New York, New York  10048

                                       
                              Facsimile No.:  212-912-0516

                              Attention:  Yoshihiko Shiotsugu


           PERCENTAGE

          4.294149200%        NATIONAL WESTMINSTER BANK USA

                              By: /s/ Phillip H. Sorace               
                                 Name:  Phillip H. Sorace
                                 Title: Vice President

                              Domestic 
                              Office:  592 Fifth Avenue
                                       New York, New York  10036

                              Facsimile No.:  212-602-2890

                              Attention:  Patty Singh or Bob Gaiti

                              LIBOR 
                              Office:  592 Fifth Avenue
                                       New York, New York  10036

                              Facsimile No.:  212-602-2890

                              Attention:  Patty Singh or Bob Gaiti


           PERCENTAGE

          3.220611900%        ABN AMRO BANK N.V. NEW YORK BRANCH

                              By: /s/ Richard H. West                 
                                 Name:  Richard H. West
                                 Title: Group Vice President

                              By: /s/ Rodolfo Barros                  
                                 Name:  Rodolfo Barros
                                 Title: Vice President

                              Domestic 
                              Office:  500 Park Avenue
                                       New York, New York  10022

                              Facsimile No.:  212-688-5815

                              Attention:  Ed Tice/Rodolfo Barros

                              LIBOR 
                              Office:  500 Park Avenue
                                       New York, New York  10022

                              Facsimile No.:  212-688-5815

                              Attention:  Ed Tice/Rodolfo Barros


           PERCENTAGE

          3.220611900%        BANQUE PARIBAS

                              By: /s/ Richard G. Burrows              
                                 Name:  Richard G. Burrows
                                 Title: Vice President

                              By: /s/ Ann C. Pifer                    
                                 Name:  Ann C. Pifer
                                 Title: Assistant Vice President

                              Domestic 
                              Office:  787 Seventh Avenue
                                       New York, NY  10019

                              Facsimile No.:  212-841-2217

                              For Administrative 
                              Matters:

                              Attention:  Loan Servicing Dept.

                              Facsimile No.:  212-841-2333

                              For Credit Matters:

                              Attention:  Large Corp. Group

                              LIBOR 
                              Office:  Banque Paribas
                                       787 Seventh Avenue
                                       New York, NY  10019

                              Facsimile No.:  212-841-2217

                              For Administrative 
                              Matters:

                              Attention:  Loan Servicing Dept.

                              Facsimile No.:  212-841-2333

                              For Credit Matters:

                              Attention:  Large Corp. Group
                                       


           PERCENTAGE

          3.220611900%        GIROCREDIT BANK AG DER SPARKESSEN
                                GRAND CAYMAN ISLAND BRANCH

                              By: /s/ D. Stephens/John Redding            
                                 Name:  Dhuane G. Stephens/John P. Redding
                                 Title: Vice President/

                              Domestic 
                              Office:  65 East 55th Street
                                       New York, New York  10022

                              Facsimile No:  212-644-0644

                              Attention:  Dhuane Stephens

                              LIBOR 
                              Office:  65 East 55th Street
                                       New York, New York  10022

                              Facsimile No.:  212-421-2719

                              Attention:  Orlando Diaz


           PERCENTAGE

          2.147074700%        COMERICA BANK

                              By: /s/ Julie Burke Smith               
                                 Name:  Julie Burke Smith
                                 Title: Vice President

                              Domestic 
                              Office:  Comerica Bank
                                       500 Woodward Avenue MC 3280
                                       Detroit, Michigan  48226

                              Facsimile No.:  313-222-3330

                              Attention:  Sandy Truman

                              LIBOR 
                              Office:  Comerica Bank
                                       500 Woodward Avenue MC 3280
                                       Detroit, Michigan  48226

                              Facsimile No.:  313-222-3330

                              Attention:  Sandy Truman


           PERCENTAGE

          2.147074700%        IBJ SCHRODER BANK & TRUST COMPANY

                              By: /s/ J. Christopher Mangan           
                                 Name:  J. Christopher Mangan
                                 Title: Vice President

                              Domestic 
                              Office:  One State Street
                                       New York, New York  10004

                              Facsimile No.:  212-858-2768

                              Attention:  Mr. Jamie M. Weston

                              LIBOR 
                              Office:  One State Street
                                       New York, New York  10004

                              Facsimile No.:  212-858-2768

                              Attention:  Mr. Jamie M. Weston


           PERCENTAGE

          2.147074700%        THE MITSUBISHI BANK, LIMITED - 
                                NEW YORK BRANCH

                              By: /s/ Paula Mueller                   
                                 Name:  Paula Mueller
                                 Title: Vice President
                                 

                              Domestic 
                              Office:  225 Liberty Street
                                       Two World Financial Center
                                       New York, New York  10281

                              Facsimile No.:  212-667-3562

                              Attention:  Ms. Paula Mueller,
                                            Vice President

                              LIBOR 
                              Office:  The Mitsubishi Bank, Limited
                                         New York Branch
                                       225 Liberty Street
                                       Two World Financial Center
                                       New York, New York  10281
                                       

                              Facsimile No.:  212-667-3562

                              Attention:  Ms. Paula Mueller,
                                            Vice President


           PERCENTAGE

          2.147074700%        YASUDA TRUST & BANKING CO., LTD. 
                                NEW YORK BRANCH
                                

                              By: /s/ Nicholas Pullen                 
                                 Name:  Nicholas Pullen
                                 Title: Vice President

                              Domestic 
                              Office:  666 Fifth Avenue, Suite 801
                                       New York, New York  10103

                              Facsimile No.:  212-373-5797

                              Attention:  Mr. Richard Ortiz

                              LIBOR 
                              Office:  666 Fifth Avenue, Suite 801
                                       New York, New York  10103

                              Facsimile No.:  212-373-5797

                              Attention:  Mr. Richard Ortiz

                    
                100%


     HANDY & HARMAN HAS REVIEWED THE TERMS OF
     THIS AGREEMENT, AND ACKNOWLEDGES THE EFFECT
     OF SUCH TERMS AS THEY RELATE TO HANDY &
     HARMAN'S OBLIGATIONS UNDER SECTION 9.3 AND
     SECTION 9.4 OF THE FEE CONSIGNMENT
     AGREEMENT:

     HANDY & HARMAN

     By: /s/ Stephen B. Mudd  
        Name:  Stephen B. Mudd
        Title: Vice President 
               and Treasurer