
<PAGE>

                              COVENANT SUPPLEMENT TO
                           ACCOUNTS FINANCING AGREEMENT
                               [SECURITY AGREEMENT]


                                          June 16, 1992


Congress Financial Corporation
1133 Avenue of the Americas
New York, New York 10036

Gentlemen:

     This Covenant Supplement ("Supplement") is a supplement to the Accounts 
Financing Agreement [Security Agreement] between I.C. Isaacs & Company L.P., 
a Delaware limited partnership, (together with its successors and assigns, 
"Borrower") and Congress Financial Corporation, a California corporation 
(together with its successors and assigns, "Congress"), dated as of the date 
hereof (the "Accounts Agreement", and together with this Supplement, any and 
all other supplements thereto, and all other agreements, documents and 
instruments now or at any time hereafter executed and/or delivered in 
connection therewith or related thereto, including, without limitation the 
Term Note and the Mortgages (each as hereinafter further defined) as the same 
now exist or may hereafter be amended, modified, supplemented, extended, 
renewed, restated or replaced, individually and collectively, the "Financing 
Agreements"). This Supplement is (a) hereby incorporated into the Accounts 
Agreement, (b) made a part thereof and (c) subject to the terms, conditions, 
covenants and warranties thereof. All terms (including capitalized terms) 
used herein shall have the meanings ascribed to them respectively in the 
Accounts Agreement, unless otherwise defined in this Supplement.

Section 1.  ADDITIONAL DEFINITIONS

     As used herein:

     1.1  "Affiliate" shall mean, with respect to a specified Person, any 
other Person (a) who, directly or indirectly, through one or more 
intermediaries, controls or is controlled by or is under common control with 
such Person, or (b) who is a limited partner, general partner (including 
managing general partner), director, officer, shareholder or employee of such 
Person.

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      1.2  "Arnot" shall mean Robert Arnot.

      1.3  "Brashers" shall mean Gary Brashers.

      1.4  "Capital Expenditures" shall mean all expenditures for, or 
contracts for expenditures for, any fixed assets or improvements, or for 
replacements, substitutions or additions thereto, which have a useful life of 
more than one (1) year, including, but not limited to, the direct or indirect 
acquisition of such assets by way of increased product service charges, 
offset items or otherwise, and shall include capitalized lease payments.

      1.5   "CEA/EEI" shall mean CEA/EEI Portfolio Liquidation, L.P. a 
Delaware limited partnership and its successors and assigns.

      1.6   "Chase" shall mean Chase Manhattan Bank (National Association), a 
national banking corporation and its successors and assigns.

      1.7   "EEI" shall mean EEI Portfolio Liquidation L.P., a Delaware 
limited partnership and its successors and assigns.

      1.8   "Excess Availability" shall mean at any time an amount equal to 
the loan availability from Congress, as determined by Congress, pursuant to 
the advance formula with respect to Eligible Accounts of Borrower, subject to 
the Maximum Credit or any sublimits with respect thereto, after deducting the 
amount of all then outstanding Obligations and reserves under and pursuant to 
the Financing Agreements.

      1.9   "Financing Agreements" shall have the meaning set forth in the 
first paragraph hereof.

      1.10  "GAAP" shall mean generally accepted accounting principles as in 
effect on the date hereof consistently applied.

      1.11  "Hechler" shall mean Ira Hechler.

      1.12  "Indebtedness" shall mean, as to any Person, all items which, in 
accordance with GAAP, would be included in determining total liabilities 
shown on the liability side of its balance sheet as at the date such 
Indebtedness is to be calculated and, in any event, shall include any 
liabilities secured by any mortgage, pledge, lien or security interest 
existing on such person's owned or acquired property.


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      1.13  "Keller" shall mean Stanley Keller.

      1.14  "Lear" shall mean Gerald Lear.

      1.15  "Mortgages" shall mean that certain Mortgage and Security 
Agreement with respect to Borrower's Milford, Delaware premises, that certain 
Deed of Trust with respect to Borrower's Baltimore, Maryland premises, that 
certain Collateral Leasehold Assignment with respect to Borrower's Carthage, 
Mississippi premises, that certain Leasehold Assignment with respect to 
Borrower's Newton, Mississippi premises and that certain Collateral Leasehold 
Assignment with respect to Borrower's Raleigh, Mississippi premises as the 
same now exist or may hereafter be amended, modified, supplemented, extended, 
renewed or replaced.

      1.16  "NatWest" shall mean National Westminister Bank USA, a national 
banking corporation and its successors and assigns.

      1.17  "Net Worth" shall mean, as to any Person at any time, in 
accordance with GAAP, the amount equal to the difference between: (a) the 
aggregate net book value of all assets, calculating the book value of 
inventory for this purpose on a first-in-first-out basis, after deducting 
from such book values all appropriate reserves (including all reserves for 
doubtful receivables, bad debts, obsolescence, depreciation and amortization) 
and (b) the aggregate Indebtedness of such Person (including tax and other 
proper accruals).

      1.18  "Payment Blockage Event" shall mean the occurrence of any one or 
more of the following:

            (a)  Borrower shall fail to pay to Congress when due any amounts 
owing under the Obligations;

            (b)  Borrower shall breach any of the material representations, 
warranties or covenants contained in the Financing Agreements relating to any 
material part of the Collateral; or

            (c)  Borrower shall fail to comply with any of the provisions of 
Sections 4.12, 4.13, 4.14 or 4.15 of this Supplement; or

            (d)  Borrower shall fail to deliver to Congress, within the 
required time period, any financial statements required to be delivered by 
Borrower pursuant to Section 6.4 of the Accounts Agreement; or

            (e)  Any Event of Default arising from the willful misconduct of 
the Borrower; or


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            (f)  Borrower shall become insolvent, fail to pay its debts as 
they mature, call a meeting of its creditors or have a creditors' committee 
appointed, make an assignment for the benefit proceeding for relief under any 
bankruptcy law, or Borrower shall suspend or discontinue doing business, or a 
receiver, custodian or trustee of any kind is appointed for Borrower or all 
or any party of its properties.

      1.19  "Permitted Lien" shall have the meaning set forth in Section 4.4 
hereof.

      1.20  "Person" or "person" shall mean any individual, sole 
proprietorship, limited partnership, general partnership, corporation 
(including a business trust), unincorporated association, joint stock 
corporation, trust, joint venture or other entity or government or any agency 
or instrumentality or political subdivision thereof.

      1.21  "Subordinated Notes" shall mean those certain notes further 
described on Exhibit A annexed hereto and made a part hereof.

      1.22  "Subsidiary" or "subsidiary" shall mean any corporation, 
association or organization, active or inactive, as to which more than fifty 
(50%) percent of the outstanding voting stock or shares or shares or 
interests shall now or hereafter be owned or controlled, directly or 
indirectly by any Person, any Subsidiary of such Person, or any Subsidiary of 
such Subsidiary.

      1.23  "Sunburst" shall mean Sunburst Bank, a Mississippi banking 
association and its successors and assigns.

      1.24  "Term Loan" shall mean the outstanding Obligations owed to 
Congress by Borrower related to the secured term loan made by Congress to 
Borrower as provided for in Section 3.2 hereof.

      1.25  "Term Note" shall mean the Term Promissory Note, dated of even 
date herewith, made by Borrower and payable to Lender in the original 
principal amount of One Million ($1,000,000) Dollars, as the same now exists 
or may hereafter be amended, modified, supplemented, extended, renewed, 
restated or replaced.

      1.26  "Tradestyle" shall have the meaning set forth in Section 4.3 
hereof.

      1.27  "Wielepski" shall mean Eugene Wielepski.

      1.28  "Working Capital" shall mean, as to any Person, at any time, the 
amount equal to the difference between: (a) the aggregate net book value of 
all assets of such Person and its subsidiaries, on a consolidated basis, 
which would, in accordance with GAAP, be classified as current assets, 
calculating the book


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value of inventory for this purpose on a first-in-first-out basis), and (b) 
all Indebtedness of such Person and its subsidiaries, on a consolidated 
basis, which would, in accordance with GAAP, be classified as current 
liabilities.

Section 2.  ADDITIONAL CONDITIONS PRECEDENT

      Each of the following, unless specifically waived by Congress in 
writing, is an additional condition precedent to Congress making any loans to 
Borrower pursuant to the Accounts Agreement, this Agreement and any other 
supplement thereto and the other Financing Agreements, including the making 
of the initial and any future loans (including the Term Loan), advances and 
other financial accommodations contemplated hereunder or thereunder:

      2.1  Congress shall have received, in form and substance satisfactory 
to Congress, all consents, waivers, releases, terminations and other 
documents as Congress may request to evidence and effectuate the termination 
and release by NatWest, Chase and/or Sunburst of any and all Indebtedness and 
guarantees owed by Borrower to NatWest, Chase and/or Sunburst, respectively, 
and any and all security interests and liens of NatWest, Chase and/or 
Sunburst, respectively, in the Collateral, including but not limited to, UCC 
termination statements for all UCC financing statements and releases, 
reassignments and/or satisfactions of all real property mortgages, deeds of 
trust and assignments of leaseholds previously filed or recorded by NatWest, 
Chase and/or Sunburst, as secured party, against Borrower, as debtor;

      2.2  Congress shall have received, in form and substance satisfactory 
to Congress, evidence that Borrower has exercised its purchase option and 
repurchased the limited partnership interests of EEI and CEA/EEI in Borrower, 
together with all indebtedness owed to EEI and CEA/EEI by Borrower, and, in 
full consideration for such purchases, has issued subordinated notes in the 
aggregate principal amount of $2,600,000 to EEI and CEA/EEI, payment of such 
notes being subordinated to the Obligations, and related matters duly 
authorized, executed and delivered by EEI, CEA/EEI and Borrower;

      2.3  Borrower shall have an Excess Availability, as determined by 
Congress as of the date hereof in an amount not less than $750,000;

      2.4  Congress shall have received, in form and substance satisfactory 
to Congress, a Limited Guarantee and Waiver in favor of Congress regarding 
the Obligations of Borrower to Congress by each of Arnot, Brashers, Keller, 
and Lear, each limited to $55,000 of the Obligations, and of Wielepski, 
limited to $30,000 of the Obligations, and of Hechler, limited to $750,000 of 
the Obligations;


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     2.5 Congress shall have received, in form and substance satisfactory to 
Congress, Subordination Agreements in favor of Congress executed by the 
payees or other holders of each of the Subordinated Notes;

     2.6 Congress shall have received, in form and substance satisfactory to 
Congress, all consents, waivers, acknowledgements and other agreements from 
third persons which Congress may deem necessary or desirable, in its good 
faith judgment, in order to permit, protect and perfect its security 
interests in and liens upon the Collateral or to effectuate the provisions or 
purposes of this Agreement and the other Financing Agreements, including, 
without limitation, waivers by lessors, mortgagees and warehousemen of any 
security interests, liens or other claims by such person to the Collateral 
and agreements permitting Congress access to the premises to exercise its 
rights and remedies and otherwise deal with the Collateral;

     2.7 Congress shall have received evidence of insurance and loss payee 
endorsements in favor of Congress required hereunder and under the other 
Financing Agreements, including without limitation, title insurance with 
respect to the Mortgages, as required by Congress, in form and substance 
satisfactory to Congress, and certificates of insurance policies and/or 
endorsements naming Congress as loss payee, all at Borrower's cost and 
expense;

     2.8 Congress shall have received, in form and substance satisfactory to 
Congress, such opinion letters of counsel to Borrower with respect to the 
Financing Agreements and such other matters as Congress may reasonably 
request; PROVIDED, that such opinion letters shall only be a condition to the 
initial advance under the Accounts Agreement and the initial Credit provided 
under the Trade Financing Supplement thereto;

     2.9 the other Financing Agreements and all instruments and documents 
hereunder and thereunder shall have been duly executed and delivered to 
Congress, in form and substance reasonably satisfactory to Congress;

     2.10 all representations and warranties contained herein and in the 
other Financing Agreements shall be true and correct in all material 
respects; and

     2.11 no Event of Default shall have occurred and no event shall have 
occurred or condition be existing which, with notice or passage of time or 
both, would constitute an Event of Default.

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Section 3. ADDITIONAL LOAN PROVISIONS

     3.1 TERMINATION. Notwithstanding anything to the contrary contained in 
in Section 9 of the Accounts Agreement, the Accounts Agreement may not be 
terminated by Borrower pursuant to Section 9.1 or at Borrower's request 
pursuant to Section 9.2 thereof unless each of the other Financing Agreements 
is terminated simultaneously therewith in accordance with their terms. No 
termination of the Financing Agreements shall relieve or discharge Borrower 
of its duties, obligations and covenants until all Obligations have been 
indefeasibly paid in full and Congress' continuing security interests shall 
remain in effect until such Obligations have been so discharged.

     3.2 TERM LOAN. Subject to, and upon the terms and conditions contained 
herein, Congress shall make the Term Loan to Borrower in the original 
principal amount of One Million ($1,000,000) Dollars. The Term Loan shall be 
(a) evidenced by the Term Note, (b) repaid, together with interest and other 
amounts due thereunder, in accordance with the terms and provisions of the 
Term Note and the other Financing Agreements, and (c) secured by all of the 
Collateral.

     3.3 RESERVES. Without limiting any other rights or remedies of Congress 
hereunder or under the other Financing Agreements, the availability of all 
loans, advances and other financial accommodations otherwise available to 
Borrower by Congress shall be subject to Congress' continuing right, in its 
discretion, exercised in good faith, to withhold a reserve, and to increase 
and decrease such reserve from time to time, if and to the extent that, in 
Congress' discretion, exercised in good faith, Congress believes such reserve 
is necessary to protect Congress against possible non-payment for any reason 
by any Account Debtor, possible non-payment of any Indebtedness owed by 
Borrower to third parties, or in respect of any state of facts which does or 
would, with the passage of time or notice or both, constitute an Event of 
Default under any of the Financing Agreements.

Section 4. ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS

     In addition to the representations, warranties and covenants contained 
in the Accounts Agreement and the other Financing Agreements, Borrower hereby 
represents, warrants and covenants to Congress the following, the truth and 
accuracy of which in all material respects are, and compliance therewith 
being, in accordance with Section 2.10 hereof, a continuing condition of the 
making of loans and providing other financial accommodations to Borrower by 
Congress under the Accounts Agreement or under any supplement thereto:

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     4.1 USE OF PROCEEDS AND OTHER FINANCIAL ACCOMMODATIONS.
Borrower shall use a portion of the initial proceeds of the loans and 
advances by Congress to repay all of the outstanding and unpaid Indebtedness 
consisting of loans to Borrower by NatWest, Chase and Sunburst, respectively. 
All other loans, advances and other financial accommodations provided by 
Congress to Borrower pursuant to the Accounts Agreements, this Agreement and 
any other supplement thereto and the other Financing Agreements shall be used 
by Borrower for general operating and working capital purposes of Borrower 
and such other purposes as are permitted hereunder.

     4.2 SUBSIDIARIES.

         (a) Borrower does not have any Subsidiaries as of the date hereof 
except for Topper Fabrics, Inc., which is an inactive corporation with no 
material assets.

         (b) Borrower shall not form or acquire any Subsidiaries without the 
prior written consent of Congress. In the event Congress so consents, 
promptly upon such formation or acquisition, Borrower will execute and 
deliver, or will cause any such Subsidiary to execute and deliver, to 
Congress, in form and substance satisfactory to Congress and its counsel: 
(i) an absolute and unconditional guarantee of payment of any and all present 
and future Obligations of Borrower to Congress, (ii) a general security 
agreement granting to Congress a first and only lien (except as otherwise 
consented to by Congress in writing and as permitted pursuant to Section 4.4 
hereof) upon all of such Subsidiary's assets, (iii) related Uniform 
Commercial Code Financing Statements, and (iv) such other agreements, 
documents and instruments as Congress may require, including, but not limited 
to, supplements and amendments hereto and other loan agreements or 
instruments evidencing the obligations and Indebtedness of such new 
Subsidiary to Congress.

     4.3 TRADE NAMES. Some of Borrower's invoices may from time to time be 
rendered to customers under the trade names or tradestyles listed on Exhibit 
B hereto (which, together with any new trade names or tradestyles used after 
the date hereof are referred to collectively as the "Tradestyles" and 
individually, as a "Tradestyle"). As to the Tradestyles used by it, and the
related Accounts, Borrower hereby agrees that:

         (a) each Tradestyle is a trade name and style (and not an 
independent corporation or other legal entity) by which Borrower may 
identify and sell certain of its goods or services and conduct a portion of 
its business;

         (b) all Accounts and proceeds thereof (including any returned 
merchandise) which arise from the sale of goods or rendition of services 
invoiced under the Tradestyle shall be

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owned solely by Borrower and shall be subject to the security interests of 
Congress and other terms of the Accounts Agreement and the other Financing 
Agreements;

         (c) all assignments or confirmatory schedules of Accounts delivered 
to Congress by Borrower, whether in the name of any of the Tradestyles or 
Borrower, shall be executed by Borrower as owner of such assigned Accounts; 
and

         (d) new Tradestyles may be used by Borrower, but only if 
(i) Congress is given at least thirty (30) days prior written notice of the 
intended use of any new Tradestyle, which notice shall set forth the proposed 
new Tradestyle and (ii) such supplemental financing statements as Congress 
shall request shall be executed and delivered by Borrower for filing by 
Congress prior to the use of such new Tradestyle.


     4.4 LIMITATION ON LIENS. Borrower shall not, and Borrower shall not 
permit any subsidiary to create or suffer to exist any mortgage, pledge, 
security interest, lien, encumbrance, defect in title or restriction upon the 
use of their real or personal properties, including, without limitation its 
existing and hereafter acquired inventory, whether now owned or hereafter 
acquired, except the following, each being a "Permitted Lien":

         (a) the liens or security interests in favor of Congress;

         (b) tax, mechanics' and other like statutory liens arising in the 
ordinary course of Borrower's or its Subsidiaries' respective businesses to 
the extent (i) such liens secure Indebtedness which is not overdue or
(ii) until foreclosure or similar proceedings shall have been commenced, such 
liens secure Indebtedness relating to claims or liabilities which are being 
contested in good faith by appropriate proceedings available to Borrower or 
its subsidiaries prior to the commencement of foreclosure or other similar 
proceedings and are adequately escrowed for or reserved against in Congress' 
judgment;

         (c) purchase money mortgages or other purchase money liens or 
security interests upon any specific fixed assets hereafter acquired, or 
mortgages, liens or security interests existing on such such future fixed 
assets at the time of acquisition thereof (including, without limitation, 
capitalized or finance leases), PROVIDED, THAT, (i) no such purchase money or 
other mortgage, lien or security interest (or capitalized or finance lease, 
as the case may be) with respect to specific future fixed assets or as 
refinanced shall extend to or cover any other property, other than the 
specific fixed assets so acquired and normal and customary parts and 
accessions to such specific fixed assets, or acquired subject to such 
mortgage, lien or security interest (or lease) and the proceeds thereof, 
(ii) such mortgage, lien or security interest secures the obligation to pay 

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the purchase price of such specific fixed assets only (or the obligations 
under the capitalized or finance lease), (iii) the principal amount secured 
thereby shall not exceed one hundred (100%) percent of the cost of the fixed 
assets so acquired and (iv) the acquisition of such specified fixed assets 
shall not violate the provisions of Section 4.12 hereof; and

         (d) the existing liens, encumbrances or security interests described 
on Exhibit C hereto.

     4.5 INDEBTEDNESS. Borrower shall not, and shall not permit any 
Subsidiary to, create, incur, assume or permit to exist, contingently or 
otherwise, any Indebtedness, except:

         (a) Indebtedness to Congress;

         (b) Indebtedness consisting of unsecured current liabilities 
incurred in the ordinary course of its business which are not unpaid more 
than thirty (30) days after their original or extended due dates;

         (c) Indebtedness incurred in the ordinary course of its business 
secured only by liens permitted under Section 4.4(b) and 4.4(c) hereof;

         (d) Indebtedness of Borrower, evidenced by the Subordinated Notes, 
which Indebtedness is, and shall be, in all respects, subject and subordinate 
to the Obligations; PROVIDED, THAT,: (i) Borrower shall not, directly or 
indirectly, (A) make any payments in respect of such Indebtedness except as 
permitted pursuant to Section 4.15 hereof, (B) redeem, retire, defease, 
purchase or otherwise acquire such Indebtedness, or set aside or otherwise 
deposit or invest any sums for such purpose, or (C) amend, modify, alter or 
change the terms of such Indebtedness or any agreement or instrument related 
thereto in any material respect; and (ii) Borrower shall furnish to Congress 
all notices, demands or other materials concerning such Indebtedness, after 
receipt thereof or sent by it concurrently with the sending thereof, as the 
case may be; and

         (e) Indebtedness existing on the date hereof which is described on 
Exhibit D hereto; PROVIDED, THAT: (i) Borrower and its Subsidiaries may only 
make regularly scheduled payments of principal and interest in respect of 
such Indebtedness as set forth in Exhibit D; (ii) Borrower and its 
Subsidiaries shall not, directly or indirectly, (A) make any prepayments or 
other non-mandatory payments in respect of such Indebtedness or (B) redeem, 
retire, defease, purchase or otherwise acquire such Indebtedness, or set 
aside or otherwise deposit or invest any sums for such purpose, or 
(C) materially amend, modify, alter or change the terms of such Indebtedness 
or any agreement or instrument related thereto; and (iii) Borrower and its 
Subsidiaries shall furnish to

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Congress all notices, demands or other materials concerning such Indebtedness,
after receipt thereof or sent by any of them concurrently with the sending
thereof, as the case may be.

     4.6  TRANSACTIONS WITH AFFILIATES.  Borrower shall not, and shall not
permit any Subsidiary to, directly or indirectly:

          (a)  purchase, acquire or lease any property or receive any services
from, or sell, transfer or lease any property or services to, any Affiliate of
Borrower, except on prices and terms no less favorable than would have been
obtained in an arm's length transaction with a non-affiliated person; or

          (b)  lend or advance money or property to any Affiliate or pay or
agree to be liable for the Indebtedness of any Affiliate; or

          (c)  make any payment of salaries, management fees or the principal
amount of or interest on any Indebtedness owing to any Affiliate of Borrower;
PROVIDED, HOWEVER, this Section 4.6(c) shall not restrict or prohibit payments
of salaries or other customary compensation in reasonable amounts to any person
who is an employee of Borrower notwithstanding that such person may be an
Affiliate of Borrower.

     4.7  LOANS, INVESTMENTS, GUARANTIES, ETC.  Borrower will not, and will not
permit any Subsidiary to, directly or indirectly, make any loans or advance
money or property to any Person, or invest in (by capital contribution or
otherwise) or purchase or repurchase the stock or Indebtedness or all or a
substantial part of the assets or property of any Person, or guarantee, assume,
endorse, or otherwise become responsible for (directly or indirectly) the
Indebtedness, performance, obligations or dividends of any Person or agree to do
any of the foregoing, EXCEPT:

          (a)  distributions described in Section 4.10 of this Agreement;

          (b)  guarantees by any Affiliate or Subsidiary of Borrower of the
Obligations in favor of Congress;

          (c)  the endorsement of instruments for collection or deposit in the
ordinary course of business;

          (d)  after written notice thereof to Congress, investments in the
following instruments, which shall be pledged and delivered to Congress upon
Congress' request, (i) marketable obligations issued or guaranteed by the United
States of America or an instrumentality or agency thereof, maturing not more
than one (1) year after the date of acquisition thereof, (ii) certificates of
deposit or other obligations maturing not more than one (1) year after the date
of acquisition thereof issued by


                                      -11-

<PAGE>

any bank or trust company organized under the laws of and located in the United
States of America or any State thereof and having capital, surplus and undivided
profits of at least $50,000,000, and (iii) open market commercial paper with a
maturity not in excess of two hundred seventy (270) days from the date of
acquisition thereof which have the highest credit rating by either Standard &
Poor's Corporation or Moody's Investors Service, Inc.; and

          (e)  loans and advances permitted under Section 4.6(b) and Section
4.6(c) of this Agreement.

     4.8  ENVIRONMENTAL COMPLIANCE.  The representations, warranties and
covenants of this Section 4.8 are made to the best of Borrower's knowledge,
information and belief.

          (a)  Borrower and its Affiliates have not generated, used, stored,
treated, transported, manufactured, handled, produced or disposed of any
hazardous materials, on or off Borrower's premises (whether or not owned by it)
in any manner which at any time violates any materially applicable statute, rule
or regulation relating to environmental pollution and employee health and
safety, or any license, permit, certificate, approval or similar authorization
thereunder and the operations of Borrower and its Affiliates comply in all
material respects with all such statutes, rules and regulations and all
licenses, permits, certificates, approvals and similar authorizations
thereunder.

          (b)  There is no pending or threatened investigation, proceeding,
complaint, order, directive, claim, citation or notice by any governmental
authority or any other Person with respect to any alleged non-compliance with or
violation of the requirements of any statute, rule or regulation relating to
environmental pollution and employee health and safety, by Borrower or any of
its Affiliates or the release, spill or discharge, threatened or actual, of any
hazardous material or the generation, use, storage, treatment, transportation,
manufacture, handling, production or disposal of any hazardous materials or any
other environmental, health or safety matter, which affects Borrower or any of
its Affiliates or any of their businesses, operations or assets or any
properties at which Borrower or any of its Affiliates transported, stored or
disposed of any hazardous materials.

          (c)  Borrower and its Affiliates have no material liability
(contingent or otherwise) in connection with hazardous materials or the
generation, use, storage, treatment, transportation, manufacture, handling,
production or disposal of any hazardous materials.


                                      -12-

<PAGE>

          (d)  Borrower and its Affiliates have all licenses, permits,
certificates, approvals or similar authorizations required to be obtained or
filed in connection with the operations of Borrower and its Affiliates under any
statute, rule or regulation relating to environmental pollution and employee
health and safety, and all of such licenses, permits, certificates, approvals or
similar authorizations are valid and in full force and effect.

     4.9  COMPLIANCE WITH LAWS, REGULATIONS, ETC.  Borrower shall, and shall
cause each Subsidiary to, at all times comply in all material respects with all
applicable provisions of laws, rules, regulations, licenses, permits, approvals
and orders and duly observe all material requirements, of any foreign, federal,
state or local governmental authority, including, without limitation, the
Employee Retirement Income Security Act of 1974, as amended, the Internal
Revenue Code of 1986, as amended, the Occupational Safety and Health Act of
1970, as amended, the Fair Labor Standards Act of 1938, as amended and the rules
and regulations thereunder and all other statutes, rules, regulations, orders,
permits and stipulations relating to environmental pollution and employee health
and safety, including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended and the Resource
Conservation and Recovery Act of 1976 and any similar state or local statutes
with respect thereto.

     4.10 DISTRIBUTIONS.  Borrower will not, and will not permit any Subsidiary
to, directly or indirectly, during any fiscal year, commencing with the current
fiscal year, declare or pay any distribution to its partners in respect of the
general and limited partnership interests now or hereafter outstanding, or set
aside or otherwise deposit or invest any sums for such purpose, or redeem,
retire, defease, purchase or otherwise acquire (or set aside or otherwise
deposit or invest any sums for such purpose) any such general or limited
partnership interest or capital stock of any partner, general or limited, or
agree to do any of the foregoing.  Notwithstanding the foregoing, unless there
exists any Event of Default or any condition or event which with notice or the
passage of time or both would constitute an Event of Default hereunder or under
any of the Financing Agreements, Borrower shall be permitted to make
distributions to its general and limited partners (including such distributions
to EEI and CEA/EEI with respect to their former partnership interests) for the
payment of federal and state income taxes for which they are liable solely as a
result of their respective partnership interests in Borrower's income, PROVIDED
that Borrower gives Congress thirty (30) days prior written notice of any such
intended distribution and, upon Congress' request, promptly furnishes
documentation reasonably satisfactory to Congress evidencing compliance of any
such intended distribution with the provisions hereof.


                                      -13-

<PAGE>

     4.11 INDEMNIFICATION FOR RETURNED ITEMS.  Borrower agrees that Congress may
pay any and all amounts demanded by any person which Borrower has given an
indemnification for returned items and Congress may treat such amounts as
advances to Borrower and change such amounts to any account of Borrower with
Congress, all without inquiry as to whether such amounts are actually due and
owing to such person and without regard to any dispute or claim that Borrower
may have or assert against such person and/or other parties.

     4.12 CAPITAL EXPENDITURES.  Borrower will not, in the aggregate, directly
or indirectly, expend or commit to expend, Capital Expenditures in excess of
$300,000 in any fiscal year of Borrower.

     4.13 NET WORTH.  Borrower will, at all times, until all Obligations have
been indefeasibly paid in full, maintain a Net Worth of not less than $8,000,000
on the date hereof and at all times thereafter.

     4.14 WORKING CAPITAL.  Borrower will, at all times, maintain a Working
Capital of not less than $5,000,000.

     4.15 PAYMENTS PERMITTED UNDER SUBORDINATED NOTES.  Provided that there
exists no Event of Default, or condition or event which with notice or passage
of time or both would constitute an Event of Default hereunder or under any of
the Financing Agreements:

          (a)  Borrower may make regularly scheduled payments of interest, on an
unaccelerated basis, with respect to the Subordinated Notes in accordance with
the terms of each Subordinated Note as in effect on the date hereof (but not any
prepayments or payments pursuant to acceleration or claims of breach or
otherwise);

          (b)  Borrower may make regularly scheduled payments of principal, on
an unaccelerated basis with respect to the Subordinated Notes payable to the
Estate of Harry Isaacs (but not any prepayments or payments pursuant to
acceleration or claims of breach or otherwise); and

          (c)  notwithstanding the foregoing provisions of this Section 4.15,
Borrower may make regularly scheduled payments of principal and interest on an
unaccelerated basis, with respect to the Subordinated Notes payable to EEI and
CEA/EEI (but not any prepayments or payments pursuant to acceleration or claims
of breach or otherwise) PROVIDED, that a Payment Blockage Event does not then
exist or arise as a result thereof and Borrower shall have an Excess
Availability:


                                      -14-

<PAGE>

               (i)   in an average daily amount during the thirty (30) day
period immediately upon prior to September 30, 1992, the due date of the first
scheduled principal payment under the Subordinated Notes payable to EEI and
CEA/EEI ("First Principal Payment") in an amount not less than $1,600,000 and an
Excess Availability of an amount equal to or greater than $1,600,000 immediately
before making the First Principal Payment;

               (ii)  in an average daily amount during the thirty (30) day
period immediately prior to September 30, 1993, the due date of the second
scheduled principal payment under the Subordinated Notes payable to EEI and
CEA/EEI ("Second Principal Payment") in an amount not less than $2,000,000 and
an Excess Availability of an amount equal to or greater than $2,000,000
immediately before making the Second Principal Payment; and

               (iii) not less than $500,000 immediately after making each of the
First Principal Payment and Second Principal Payment;

and, PROVIDED, FURTHER, that immediately before Borrower makes the First
Principal Payment and immediately before Borrower makes the Second Principal
Payment, not more than $200,000 in the aggregate of Borrower's outstanding and
unpaid accounts payable are delinquent past the maturity date thereof or their
stated payment terms, and at Congress' request, compliance with such accounts
payable status is confirmed to Congress' satisfaction by Congress' auditors
before the making of the First Principal Payment and the Second Principal
Payment, PROVIDED, FURTHER, such delinquent accounts payable shall not be deemed
to include outstanding and unpaid accounts payable of Borrower which are
disputed in good faith by Borrower and as to which the same are adequately
reserved against by Borrower in Congress' judgment, exercised in good faith.

     4.16 APPLICATION OF PROCEEDS.  Any and all proceeds earned or collected by
Borrower with respect to the Collateral, including but not limited to, in
connection with the Settlement Agreement between Borrower and VF, Inc. with
respect to trademark infringement litigation, shall be applied to the
outstanding Obligations.

Section 5. ADDITIONAL REMEDIES AND RELATED PROVISIONS.

     5.1  ADDITIONAL REMEDIES.  Without limiting any rights or remedies of
Congress at any time on or after an Event of Default pursuant to the other
Financing Agreements or applicable law, Congress may, at its option, cure any
default by Borrower or any of its Affiliates under any agreement, law,
regulation, permit, license or approval with, or issued or promulgated by, any
Person, which constitutes, or with notice or passage of time or both would
constitute an Event of Default hereunder or under any


                                      -15-

<PAGE>

of the other Financing Agreements, or pay or bond on appeal any judgment, order,
directive, claim or citation entered or made against Borrower (irrespective of
the amount of said judgment or the time elapsed since entry thereof) and charge
Borrower's account therefor, such amounts to be repayable by Borrower to
Congress on demand, together with interest thereon at the rate of interest then
payable by Borrower under the Accounts Agreement; PROVIDED, HOWEVER, Congress
shall be under no obligation to effect such cure, payment or bonding and shall
not, by making any payment for Borrower's account, be deemed to have assumed any
obligation or liability of Borrower or any such Affiliate.

                                        Very truly yours,

                                        I.C. ISAACS & COMPANY L.P.
                                        By: ISBUYCO, INC., General Partner

                                             By:  /s/ Robert J. Arnot
                                                --------------------------------

                                             Title:  Chairman
                                                   -----------------------------

ACCEPTED:

CONGRESS FINANCIAL CORPORATION

By: /s/ Steven Stone
   ---------------------------

Title: VP
      ------------------------


                                      -16-
<PAGE>

                        EXHIBIT A TO COVENANT SUPPLEMENT
                               SUBORDINATED NOTES


EEI PORTFOLIO LIQUIDATION, L.P.

1.   $549,500.00    Junior Subordinated Note dated June ____, 1992, payable on
                    or before September 30, 1992
2.   $750,000.00    Junior Subordinated Note dated June ____, 1992, payable on
                    or before June 30, 1993


CEA/EEI PORTFOLIO LIQUIDATION, L.P.2.

1.   $549,500.00    Junior Subordinated Note dated June ____, 1992, payable on
                    or before September 30, 1992
2.   $750,000.00    Junior Subordinated Note dated June ____, 1992, payable on
                    or before June 30, 1993

HARRY Z. ISAACS

1.   $600,000.00    Senior Subordinated Note dated May 4, 1990; outstanding 
                    principal balance $250,000.00

IRA J. HECHLER

1.   $ 64,055.56    Senior Subordinated Note dated November 19, 1990
2.   $ 62,777.78    Senior Subordinated Note dated April 30, 1991
3.   $ 61,250,00    Senior Subordinated Note dated July 2, 1991
4.   $ 43,384.00    Junior Subordinated Note dated December 20, 1984
5.   $  7,737.42    Junior Subordinated Note dated March 31, 1988
6.   $  9,259.42    Junior Subordinated Note dated September 30, 1990
7.   $  4,941.15    Junior Subordinated Note dated June 30, 1991

JOHN HECHLER

1.   $  9,001.00    Junior Subordinated Note dated December 20, 1984
2.   $  1,605.30    Junior Subordinated Note dated March 31, 1988


<PAGE>

3.   $  1,921.08    Junior Subordinated Note dated September 30, 1990
4.   $  1,025.15    Junior Subordinated Note dated June 30, 1991

ROBERT ARNOT

1.   $  9,001.00    Junior Subordinated Note dated December 20, 1984
2.   $  1,605.30    Junior Subordinated Note dated March 31, 1988
3.   $  1,921.08    Junior Subordinated Note dated September 30, 1990
4.   $  1,025.15    Junior Subordinated Note dated June 30, 1991

HERBERT SCHWARTZ

1.   $    900.00    Junior Subordinated Note dated December 20, 1984
2.   $    160.52    Junior Subordinated Note dated March 31, 1988
3.   $    192.09    Junior Subordinated Note dated September 30, 1990
4.   $    102.50    Junior Subordinated Note dated June 30, 1991

SUSAN MARK

1.   $    338.00    Junior Subordinated Note dated December 20, 1984
2.   $     60.28    Junior Subordinated Note dated March 31, 1988
3.   $     72.14    Junior Subordinated Note dated September 30, 1990
4.   $     38.50    Junior Subordinated Note dated June 30, 1991

HECHLER VENTURES

1.   $ 12,376.00    Junior Subordinated Note dated December 20, 1984
2.   $  2,207.23    Junior Subordinated Note dated March 31, 1988
3.   $  2,641.40    Junior Subordinated Note dated September 30, 1990
4.   $  1,409.54    Junior Subordinated Note dated June 30, 1991


<PAGE>

JULIAN ADLER

1.   $ 15,000.00    Junior Subordinated Note dated December 20, 1984
2.   $  2,675.23    Junior Subordinated Note dated March 31, 1988
3.   $  3,201.44    Junior Subordinated Note dated September 30, 1990
4.   $  1,708.40    Junior Subordinated Note dated June 30, 1991

STANLEY KELLER

1.   $ 24,000.00    Junior Subordinated Note dated December 20, 1984
2.   $  4,280.32    Junior Subordinated Note dated March 31, 1988
3.   $  5,122.30    Junior Subordinated Note dated September 30, 1990
4.   $  2,733.44    Junior Subordinated Note dated June 30, 1991

GERALD LEAR

1.   $ 24,000.00    Junior Subordinated Note dated December 20, 1984
2.   $  4,280.32    Junior Subordinated Note dated March 31, 1988
3.   $  5,122.30    Junior Subordinated Note dated September 30, 1990
4.   $  2,733.44    Junior Subordinated Note dated June 30, 1991

EUGENE WIELEPSKI

1.   $ 12,000.00    Junior Subordinated Note dated December 20, 1984
2.   $  2,140.16    Junior Subordinated Note dated March 31, 1988
3.   $  2,561.15    Junior Subordinated Note dated September 30, 1990
4.   $  1,366.72    Junior Subordinated Note dated June 30, 1991

GARY BRASHERS

1.   $  6,000.00    Junior Subordinated Note dated December 20, 1984
2.   $  3,000.00    Junior Subordinated Note dated December 20, 1984


<PAGE>

3.   $  1,070.09    Junior Subordinated Note dated March 31, 1988
4.   $    535.04    Junior Subordinated Note dated March 31, 1988
5.   $  1,280.58    Junior Subordinated Note dated September 30, 1990
6.   $    640.29    Junior Subordinated Note dated September 30, 1990
7.   $    683.36    Junior Subordinated Note dated June 30, 1991
8.   $    341.68    Junior Subordinated Note dated June 30, 1991

BILLIE THERRELL

1.   $  6,000.00    Junior Subordinated Note dated December 20, 1984
2.   $  1,070.09    Junior Subordinated Note dated March 31, 1988
3.   $  1,280.58    Junior Subordinated Note dated September 30, 1990
4.   $    683.36    Junior Subordinated Note dated June 30, 1991

ANDREW ADKISSON

1.   $  6,000.00    Junior Subordinated Note dated December 20, 1984
2.   $  1,070.09    Junior Subordinated Note dated March 31, 1988
3.   $  1,280.58    Junior Subordinated Note dated September 30, 1990
4.   $    683.36    Junior Subordinated Note dated June 30, 1991

JOE W. CHAMBLEE

1.   $  6,000.00    Junior Subordinated Note dated December 20, 1984
2.   $  1,070.09    Junior Subordinated Note dated March 31, 1988
3.   $  1,280.58    Junior Subordinated Note dated September 30, 1990
4.   $    683.36    Junior Subordinated Note dated June 30, 1991

MARTIN NADLER

1.   $  6,000.00    Junior Subordinated Note dated December 20, 1984
2.   $  1,070.09    Junior Subordinated Note dated March 31, 1988


<PAGE>

3.   $  1,280.58    Junior Subordinated Note dated September 30, 1990
4.   $    683.36    Junior Subordinated Note dated June 30, 1991

THOMAS ORMANDY

1.   $  4,500.00    Junior Subordinated Note dated December 20, 1984
2.   $    802.57    Junior Subordinated Note dated March 31, 1988
3.   $    960.43    Junior Subordinated Note dated September 30, 1990
4.   $    512.52    Junior Subordinated Note dated June 30, 1991

CHARLES CHAMBLEE

1.   $  3,000.00    Junior Subordinated Note dated December 20, 1984
2.   $    535.04    Junior Subordinated Note dated March 31, 1988
3.   $    640.29    Junior Subordinated Note dated September 30, 1990
4.   $    341.68    Junior Subordinated Note dated June 30, 1991

WILLIAM MYATT

1.   $  3,000.00    Junior Subordinated Note dated December 20, 1984
2.   $    535.04    Junior Subordinated Note dated March 31, 1988
3.   $    640.29    Junior Subordinated Note dated September 30, 1990
4.   $    341.68    Junior Subordinated Note dated June 30, 1991


 
<PAGE>

                                  EXHIBIT B

                           TRADESTYLES FOR BILLING

I.C. Isaacs & Co. L.P.

                                     -18-

<PAGE>

                       EXHIBIT C TO COVENANT SUPPLEMENT
                          ADDITIONAL PERMITTED LIENS

                                                                Outstanding
A.     Financing Statements                                     Amount Secured
                                                                --------------

DEBTOR I.C. ISAACS & COMPANY L.P.

MARYLAND - STATE DEPARTMENT

1.     5/2/88 - Liber 3018, folio 1987, I.D. No.
       81237962; Secured Party: Storage Technology              $4,586.95/month
       Corporation; Collateral: STC equipment              Balance: $101,132.00
       lease to Isaacs.

2.     5/8/89 - Liber 3132, folio 1854, I.D. No.
       91287666; Secured Party; Storage Technology             Same as No. A.1.
       Corporation; Collateral: STC equipment                  above
       leased to Isaacs.

3.     3/5/90 - Liber 3220, folio 1398, I.D. No.
       100648427; Secured Party/Assignee;                       $1,261.51/month
       The CIT Group; Collateral: Specific                 Balance: $10,088.00
       equipment.                                                    (approx.)

4.     6/18/90 - Liber 3248, folio 2282, I.D. No.
       101698361; Secured Party/Assignee: The CIT
       Group; Collateral: Specific equipment with              Same as No. A.3.
       additional note "Assignments of Inventory               above
       According to TAX PROPERTY ARTICLE #12-108(k) - 
       Conditional Sales Contract."

MASSACHUSETTS - SECRETARY OF STATE

1.     2/16/90 - File No. 938546; Secured                      Same as No. A.3.
       Party/Assignee: The CIT Group;                          above
       Collateral: Specific equipment.

MASSACHUSETTS - CITY OF BOSTON

1.     2/15/90 - File No. 343185; Secured
       Party/Assignee: The CIT Group;                          Same as No. A.3.
       Collateral: Specific Equipment.                         above

<PAGE>

B.     Judgments

I.C. ISAACS & COMPANY L.P.

New York County - State tax lien dated October 21, 1991 in the amount of 
$6,370.68

SRK42a/I117/prf

                                    - 2 -


       
<PAGE>

                           EXHIBIT D TO COVENANT SUPPLEMENT
                                PERMITTED INDEBTEDNESS
                                ----------------------



EEI PORTFOLIO LIQUIDATION, L.P.

1.  $549,500.00    Junior Subordinated Note dated June ____,
                   1992, payable on or before September 30, 1992
2.  $750,000.00    Junior Subordinated Note dated June ____,
                   1992, payable on or before June 30, 1993



CEA/EEI PORTFOLIO LIQUIDATION, L.P.2.

1.  $549,500.00    Junior Subordinated Note dated June ____,
                   1992, payable on or before September 30, 1992
2.  $750,000.00    Junior Subordinated Note dated June ____,
                   1992, payable on or before June 30, 1993



HARRY Z. ISAACS

1.  $600,000.00    Senior Subordinated Note dated May 4, 1990;
                   outstanding principal balance $250,000.00



IRA J. HECHLER

1.  $ 64,055.56    Senior Subordinated Note dated November 19,
                   1990
2.  $ 62,777.78    Senior Subordinated Note dated April 30, 1991
3.  $ 61,250.00    Senior Subordinated Note dated July 2, 1991
4.  $ 43,384.00    Junior Subordinated Note dated December 20,
                   1984
5.  $  7,737.42    Junior Subordinated Note dated March 31, 1988
6.  $  9,259.42    Junior Subordinated Note dated September 30,
                   1990
7.  $  4,941.15    Junior Subordinated Note dated June 30, 1991



JOHN HECHLER

1.  $  9,001.00    Junior Subordinated Note dated December 20,
                   1984
2.  $  1,605.30    Junior Subordinated Note dated March 31, 1988
3.  $  1,921.08    Junior Subordinated Note dated September 30,
                   1990
4.  $  1,025.15    Junior Subordinated Note dated June 30, 1991


<PAGE>

ROBERT ARNOT

1.  $  9,001.00    Junior Subordinated Note dated December 20,
                   1984
2.  $  1,605.30    Junior Subordinated Note dated March 31, 1988
3.  $  1,921.08    Junior Subordinated Note dated September 30,
                   1990
4.  $  1,025.15    Junior Subordinated Note dated June 30, 1991



HERBERT SCHWARTZ

1.  $    900.00    Junior Subordinated Note dated December 20,
                   1984
2.  $    160.52    Junior Subordinated Note dated March 31, 1988
3.  $    192.09    Junior Subordinated Note dated September 30,
                   1990
4.  $    102.50    Junior Subordinated Note dated June 30, 1991



SUSAN MARK

1.  $    338.00    Junior Subordinated Note dated December 20,
                   1984
2.  $     60.28    Junior Subordinated Note dated March 31, 1988
3.  $     72.14    Junior Subordinated Note dated September 30,
                   1990
4.  $     38.50    Junior Subordinated Note dated June 30, 1991



HECHLER VENTURES

1.  $ 12,376.00    Junior Subordinated Note dated December 20,
                   1984
2.  $  2,207.23    Junior Subordinated Note dated March 31, 1988
3.  $  2,641.40    Junior Subordinated Note dated September 30,
                   1990
4.  $  1,409.54    Junior Subordinated Note dated June 30, 1991



JULIAN ADLER

1.  $ 15,000.00    Junior Subordinated Note dated December 20,
                   1984
2.  $  2,675.23    Junior Subordinated Note dated March 31, 1988
3.  $  3,201.44    Junior Subordinated Note dated September 30,
                   1990
4.  $  1,708.40    Junior Subordinated Note dated June 30, 1991


<PAGE>

STANLEY KELLER

1.  $ 24,000.00    Junior Subordinated Note dated December 20,
                   1984
2.  $  4,280.32    Junior Subordinated Note dated March 31, 1988
3.  $  5,122.30    Junior Subordinated Note dated September 30,
                   1990
4.  $  2,733.44    Junior Subordinated Note dated June 30, 1991



GERALD LEAR

1.  $ 24,000.00    Junior Subordinated Note dated December 20,
                   1984
2.  $  4,280.32    Junior Subordinated Note dated March 31, 1988
3.  $  5,122.30    Junior Subordinated Note dated September 30,
                   1990
4.  $  2,733.44    Junior Subordinated Note dated June 30, 1991



EUGENE WIELEPSKI

1.  $ 12,000.00    Junior Subordinated Note dated December 20,
                   1984
2.  $  2,140.16    Junior Subordinated Note dated March 31, 1988
3.  $  2,561.15    Junior Subordinated Note dated September 30,
                   1990
4.  $  1,366.72    Junior Subordinated Note dated June 30, 1991



GARY BRASHERS

1.  $  6,000.00    Junior Subordinated Note dated December 20,
                   1984
2.  $  3,000.00    Junior Subordinated Note dated December 20,
                   1984
3.  $  1,070.09    Junior Subordinated Note dated March 31, 1988
4.  $    535.04    Junior Subordinated Note dated March 31, 1988
5.  $  1,280.58    Junior Subordinated Note dated September 30,
                   1990
6.  $    640.29    Junior Subordinated Note dated September 30,
                   1990
7.  $    683.36    Junior Subordinated Note dated June 30, 1991
8.  $    341.68    Junior Subordinated Note dated June 30, 1991


<PAGE>

BILLIE THERRELL

1.  $  6,000.00    Junior Subordinated Note dated December 20,
                   1984
2.  $  1,070.09    Junior Subordinated Note dated March 31, 1988
3.  $  1,280.58    Junior Subordinated Note dated September 30,
                   1990
4.  $    683.36    Junior Subordinated Note dated June 30, 1991



ANDREW ADKISSON

1.  $  6,000.00    Junior Subordinated Note dated December 20,
                   1984
2.  $  1,070.09    Junior Subordinated Note dated March 31, 1988
3.  $  1,280.58    Junior Subordinated Note dated September 30,
                   1990
4.  $    683.36    Junior Subordinated Note dated June 30, 1991



JOE W. CHAMBLEE

1.  $  6,000.00    Junior Subordinated Note dated December 20,
                   1984
2.  $  1,070.09    Junior Subordinated Note dated March 31, 1988
3.  $  1,280.58    Junior Subordinated Note dated September 30,
                   1990
4.  $    683.36    Junior Subordinated Note dated June 30, 1991


MARTIN NADLER

1.  $  6,000.00    Junior Subordinated Note dated December 20,
                   1984
2.  $  1,070.09    Junior Subordinated Note dated March 31, 1988
3.  $  1,280.58    Junior Subordinated Note dated September 30,
                   1990
4.  $    683.36    Junior Subordinated Note dated June 30, 1991



THOMAS ORMANDY

1.  $  4,500.00    Junior Subordinated Note dated December 20,
                   1984
2.  $    802.57    Junior Subordinated Note dated March 31, 1988
3.  $    960.43    Junior Subordinated Note dated September 30,
                   1990
4.  $    512.52    Junior Subordinated Note dated June 30, 1991


<PAGE>

CHARLES CHAMBLEE

1.  $  3,000.00    Junior Subordinated Note dated December 20,
                   1984
2.  $    535.04    Junior Subordinated Note dated March 31, 1988
3.  $    640.29    Junior Subordinated Note dated September 30,
                   1990
4.  $    341.68    Junior Subordinated Note dated June 30, 1991



WILLIAM MYATT

1.  $  3,000.00    Junior Subordinated Note dated December 20,
                   1984
2.  $    535.04    Junior Subordinated Note dated March 31, 1988
3.  $    640.29    Junior Subordinated Note dated September 30,
                   1990
4.  $    341.68    Junior Subordinated Note dated June 30, 1991



CARTHAGE IRB

    $299,000.00
