BERGER HOLDINGS LTD
EXCHANGE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.A
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EXCHANGE AGREEMENT
<TEXT>

<PAGE>

                                                                   Exhibit 10(a)

                              EXCHANGE AGREEMENT

     This EXCHANGE AGREEMENT (the "Agreement") entered into as of the 29th day
of September, 2000, is by and between FINOVA MEZZANINE CAPITAL INC. f/k/a SIRROM
CAPITAL CORPORATION, a Tennessee corporation, (the "Investor") and BERGER
HOLDINGS, LTD., a Pennsylvania corporation (the "Company").

                                  WITNESSETH:

     WHEREAS, the Company and the Investor are parties to that certain Preferred
Stock Purchase Agreement dated as of December 17, 1997 (the "Preferred Stock
Purchase Agreement") pursuant to which the Company issued and sold to the
Investor 25,000 shares of the Company's Series A Convertible Preferred Stock
(the "Preferred Stock");

     WHEREAS, the Company and the Investor are parties to that certain Debenture
Purchase Agreement dated as of December 17, 1997 pursuant to which the Company
issued and sold to the Investor a debenture in the aggregate principal amount of
$2,000,000 of the Company's 12.25% Subordinated Debentures due 2003 (the
"Initial Debenture"), and a stock purchase warrant for the purchase of 240,000
shares of the Company's common stock (the "Warrant");

     WHEREAS, the Company and the Investor are parties to that certain Exchange
Agreement dated as of January 1, 1999 (the "Prior Exchange Agreement") pursuant
to which the Investor exchanged 25,000 shares of the Series A Convertible
Preferred Stock for the Two Million Five Hundred and no/100ths Dollars
($2,500,000.00) aggregate principal amount of the Company's Subordinated
Convertible Debentures due December 31, 2003 (the "Outstanding Debenture"), and
contemporaneously with such exchange the Warrant was amended and restated solely
to extend the exercise date thereof from January 2, 2003 to December 31, 2003
and (ii) the Investor surrendered the Initial Debenture in exchange for an
amended and restated debenture which (x) extended the maturity date thereof from
January 2, 2003 to December 31, 2003 and (y) provided for the interest rate to
change in accordance with Section 1.2(d) of that Agreement (the "Restated
Debenture"); and

     WHEREAS, on April 6, 1999, the Investor changed its name from Sirrom
Capital Corporation to FINOVA Mezzanine Capital Inc.; and

     WHEREAS, the indebtedness evidenced by the Restated Debenture was paid in
full by the Company and the Restated Debenture was canceled on December 21,
1999; and

     WHEREAS, the Company and the Investor have agreed to exchange the
Outstanding Debenture and the Warrant for: (i) an amended and restated debenture
substantially in the form of Exhibit A attached hereto containing substantially
                             ---------
the same terms as the Outstanding Debenture, except that the interest rate
increased from 10% to 11%, the conversion provisions have been deleted, and a
prepayment premium has been provided for (the "New Debenture"), and (ii) 125,000
shares of common stock of the Company, par value $.01 per share (the "Shares"),
which Shares shall be subject to a Put Option (as defined in Section 1.3); and
<PAGE>

     NOW, THEREFORE, in mutual consideration of the premises and the respective
representations, warranties, covenants and agreements contained herein, the
parties agree as follows:

                             ARTICLE I - EXCHANGE

Section 1.1  Items to be Exchanged.
             ---------------------

     Effective immediately upon execution of this Agreement, the Company is
contemporaneously herewith issuing and delivering to the Investor, and the
Investor is hereby accepting from the Company (x) the New Debenture and the
Shares, in exchange for (y) the Outstanding Debenture and the Warrant. The
Outstanding Debenture and the Warrant are hereby canceled.

     The terms which are capitalized herein shall have the meanings set forth in
Section 9.1 hereof unless the context shall otherwise require.

Section 1.2  Registration Rights.
             -------------------

     (a)  The Company shall, at its sole expense, prepare promptly and, as soon
as practicable after January 1, 2001, file with the SEC a Registration Statement
on Form S-3 covering the resale of any Shares then held by the Investor, and use
its best efforts to cause such Registration Statement to become effective as
soon as practicable after such filing, and keep the Registration Statement
effective pursuant to Rule 415 at all times until such date as is the earlier of
(i) the date on which all of the Shares have been sold and (ii) the date on
which all of the Shares (in the reasonable opinion of counsel to the Company)
may be immediately sold to the public without registration or restriction
pursuant to Rule 144(k) under the Securities Act (the "Registration Period").
The Company shall prepare and file with the SEC such amendments and supplements
to the Registration Statement and the prospectus used in connection with the
Registration Statement as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of the Shares.

     (b)  The Registration Statement (including any amendments or supplements
thereto and prospectuses contained therein and all documents incorporated by
reference therein) (i) shall comply in all material respects with the
requirements of the Securities Act and the rules and regulations of the SEC
promulgated thereunder and (ii) shall not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein, or
necessary to make the statements therein not misleading. The Company shall
notify each seller of the Shares, at any time when a prospectus relating thereto
is required to be delivered under the Securities Act, of the happening of any
event as a result of which the prospectus included in the Registration Statement
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances, and prepare and furnish to
such seller a reasonable number of copies of a supplement to or an amendment of
such prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such shares, such prospectus shall not include an untrue statement
<PAGE>

of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in the light
of the circumstances.

     (c)  The Company shall use its best efforts to (i) register and qualify the
Shares under such other securities or "blue sky" laws of such jurisdictions in
the United States the Investor reasonably requests, (ii) prepare and file in
those jurisdictions such amendments (including post-effective amendments) and
supplements to such registrations and qualifications as may be necessary to
maintain the effectiveness thereof during the Registration Period, (iii) take
such other actions as may be necessary to maintain such registrations and
qualifications in effect at all times during the Registration Period, and (iv)
take all other actions reasonably necessary or advisable to qualify the Shares
for sale in such jurisdictions; provided, however, that the Company shall not be
required in connection therewith or as a condition thereto to (a) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 1.2, (b) subject itself to general taxation in any such
jurisdiction, (c) file a general consent to service of process in any such
jurisdiction, (d) provide any undertakings that cause the Company undue expense
or burden, or (e) make any change in its charter or bylaws, which in each case
the Board of Directors of the Company determines to be contrary to the best
interests of the Company and its stockholders.

     (d)  Notwithstanding the foregoing, the Company may delay filing the
Registration Statement otherwise required pursuant to this Agreement, and may
withhold efforts to cause the Registration Statement to become effective, if
Company determines in good faith that the Registration Statement will (1)
interfere with or affect the negotiation or completion of any transaction that
is being contemplated by Company (whether or not a final decision has been made
to undertake such transaction) at the time the right to delay is exercised, or
(2) involve initial or continuing disclosure obligations that might not be in
the best interest of the Company's shareholders. If, after the Registration
Statement becomes effective, the Company notifies the Investor that the Company
considers it appropriate for the Registration Statement to be amended or
supplemented, the Investor and any holder of the Shares shall suspend any
further sales of their Shares pursuant to such Registration Statement until the
Company advises them that the Registration Statement has been amended or
supplemented. The Company may give such advice if there exists at any time
material non-public information relating to the Company that, in the reasonable
opinion of the Company's Board of Directors, would be prejudicial to the Company
or its shareholders to be disclosed at that time.

     (e)  The Company shall use its best efforts (i) to prevent the issuance of
any stop order or other suspension of effectiveness of the Registration
Statement, and, if such an order is issued, to obtain the withdrawal of such
order at the earliest practicable moment (including in each case by amending or
supplementing the Registration Statement) and (ii) to notify the Investor of the
issuance of such order and the resolution thereof.

     (f)  The Company will indemnify the Investor, each of its officers,
directors and partners, and each person controlling the Investor within the
meaning of Section 15 of the Securities Act, with respect to the Registration
Statement, against all expenses, claims, losses, damages, and liabilities (or
actions, proceedings, or settlements in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in the
<PAGE>

Registration Statement, or based on any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, or any violation by the Company of the
Securities Act or any rule or regulation thereunder applicable to the Company
and relating to action or inaction required of the Company in connection with
the Registration Statement, and will reimburse the Investor, each of its
officers, directors, partners, and each person controlling the Investor, for any
legal and any other expenses reasonably incurred in connection with
investigating and defending or settling any such claim, loss, damage, liability,
or action, provided that the Company will not be liable in any such case to the
extent that any such claim, loss, damage, liability or expense arises out of or
is based on any untrue statement or omission based upon written information
furnished to the Company by the Investor and stated to be specifically for use
therein. It is agreed that the indemnity agreement contained in this Section 1.2
shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability, or action if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld).

     (g)  In connection with the registration or sale of the Shares, the
Investor will indemnify the Company, each of its directors, officers, partners,
and each person who controls the Company within the meaning of Section 15 of the
Securities Act, against all claims, losses, damages and liabilities (or actions
in respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) of a material fact contained in the Registration Statement, or
any omission (or alleged omission) to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
and will reimburse the Company and such directors, officers, partners, or
control person for any legal or any other expenses reasonably incurred in
connection with investigating or defending any such claim, loss, damage,
liability, or action, in each case to the extent, but only to the extent, that
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in the Registration Statement in reliance upon and in
conformity with written information furnished to the Company by the Investor,
and stated to be specifically for use therein; provided, however, that the
obligations of the Investor hereunder shall not apply to amounts paid in
settlement of any such claims, losses, damages, or liabilities if such
settlement is effected without the consent of the Investor, which consent shall
not be unreasonably withheld; and provided that in no event shall any indemnity
under this Section 1.2(g) exceed the net amount of proceeds received by the
Investor from the sale of securities under the Registration Statement.

     (h)  Each party entitled to indemnification under this Section (the
"Indemnified Party") shall give notice to the party or parties required to
provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may be
sought, and shall permit the Indemnifying Party to assume the defense of such
claim or any litigation resulting therefrom, provided that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or any
litigation resulting therefrom, shall be approved by the Indemnified Party
(whose approval shall not be unreasonably withheld), and the Indemnified Party
may participate in such defense at such party's expense, and provided further
that the failure of any Indemnified Party to give notice as provided herein
shall not relieve the Indemnifying Party of its obligations under this Section
1.2, to the extent such failure is not prejudicial. No Indemnifying Party, in
the defense of any such claim or litigation, shall, except with the consent of
each Indemnified Party, consent to entry of any judgment or enter into any
settlement that does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnified
<PAGE>

Party of a release from all liability in respect to such claim or litigation.
Each Indemnified Party shall furnish such information regarding itself or the
claim in question as an Indemnifying Party may reasonably request in writing and
as shall be reasonably required in connection with defense of such claim and
litigation resulting therefrom.

     (i)  If the indemnification provided for in this Section 1.2 is held by a
court of competent jurisdiction to be unavailable to an Indemnified Party with
respect to any loss, liability, claim, damage, or expense referred to therein,
then the Indemnifying Party, in lieu of indemnifying such Indemnified Party
hereunder, shall contribute to the amount paid or payable by such Indemnified
Party as a result of such loss, liability, claim, damage, or expense in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party on the one hand and of the Indemnified Party on the other in connection
with the statements or omissions that resulted in such loss, liability, claim,
damage, or expense as well as any other relevant equitable considerations. The
relative fault of the Indemnifying Party and of the Indemnified Party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission to state a material fact
relates to information supplied by the Indemnifying Party or by the Indemnified
Party and the parties' relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission.

Section 1.3  Put Option.
             ----------

             (a)  The Investor shall have the option (the "Put Option") to
require the Company to repurchase from the Investor all of the Shares then held
by the Investor at the price of $2.00 per Share, by exercising the Put Option in
accordance with the terms of this Section 1.3. The Company may assign its
obligations under this Section 1.3 to any party, in whole or in part, but shall
remain liable to Investor for any such assigned obligations.

             (b)  The Put Option may be exercised one time, but not from time to
time, by written notice to the Company (the "Put Notice") given any time from
the date hereof until, but not after, December 20, 2000 (the "Put Exercise
Period"). If the Put Notice is not given during the Put Exercise Period, the Put
Option shall terminate at the end of the Put Exercise Period.

             (c)  The Put Notice shall set forth the number of Shares with
respect to which Investor is exercising such Put Option. Payment with respect to
the Put Option shall be made no later than ten Business Days after exercise of
the Put Option in accordance with the foregoing, but in no event later than
December 29, 2000 (the "Put Completion Date"), by federal wire transfer, payable
in same day funds, pursuant to written instructions furnished by the holder to
the Company in a timely manner, or by any other means as agreed to by Investor
and the Company.

             (d)  Any other provision of this Section 1.3 notwithstanding, the
Company may, at its option, at any time (and from time to time) after receipt of
a timely Put Notice and prior to the Put Completion Date, instruct the Investor
to sell, by written notice from the Company to Investor (a "Sale Notice"),
within two Business Days of the receipt of the applicable Sale Notice, such
number of Shares as are specified in the applicable Sale Notice (and through,
the broker, if any, specified in such Sale Notice), to another party designated
by the
<PAGE>

Company in such Sale Notice (a "Purchaser") or into the open market. Should
Investor sell pursuant to the preceding sentence, the Company will pay to
Investor any amount by which the number of shares of Common Stock sold, times
$2.00, exceeds the aggregate pre-tax net proceeds of such sale to the Investor.
If the Purchaser fails to pay Investor by the Put Completion Date, the Company
will pay for the Shares in accordance with this Section 1.3. If the Investor
fails to sell any Shares that are the subject of a Sale Notice in accordance
with the foregoing, the Put Option applicable to such Shares shall automatically
terminate.

          ARTICLE II - REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company hereby represents and warrants to the Investor as follows:

Section 2.1  Corporate Status.
             ----------------

     The Company is a corporation duly organized, validly existing and
subsisting under the laws of the Commonwealth of Pennsylvania and has the
corporate power to own and operate its properties, to carry on its business as
now conducted and to enter into and to perform its obligations under this
Agreement, and the New Debenture (together, the "Operative Documents"). The
Company is qualified to do business and is in good standing in each state or
other jurisdiction in which such qualification is necessary under applicable
provisions of law, except where the failure to so qualify would not have a
Materially Adverse Effect on the financial condition or results of operations of
the Company.

Section 2.2  Authorization, Absence of Conflicts.
             -----------------------------------

     The Company has full legal right, power and authority to enter into and
perform its obligations under this Agreement and the New Debenture without the
consent or approval of any other person, firm, governmental agency or other
legal entity. The execution and delivery of this Agreement, the issuance of the
New Debenture and the Shares hereunder, the execution and delivery of each other
document in connection herewith or therewith to which the Company is a party,
and the performance by the Company of its obligations hereunder and/or
thereunder: are within the corporate powers of the Company and have been duly
authorized by all necessary corporate action properly taken, have received all
necessary governmental approvals, if any were required, and do not and will not
contravene or conflict with (a) the Articles of Incorporation or Bylaws of the
Company, as amended, (b) any material agreement to which the Company or any of
its subsidiaries is a party or by which any of them or their properties is
bound, or constitute a default thereunder, or result in the creation or
imposition of any lien, charge, security interest, or encumbrance of any nature
upon any of the property or assets of the Company or any of its subsidiaries
pursuant to the terms of any such agreement or instrument, or (c) violate any
provision of law or any applicable judgment, ordinance, regulation or order of
any court or governmental agency. The officer(s) executing this Agreement, the
New Debenture, and the certificates representing the Shares, is duly authorized
to act on behalf of the Company.

Section 2.3  Validity and Binding Effect.
             ---------------------------
<PAGE>

     Each of the Operative Documents is the legal, valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms,
except as such enforceability may be limited by the effect of bankruptcy,
insolvency or similar laws affecting creditors' rights generally or by general
principles of equity.

Section 2.4  SEC Reports.
             -----------

     The Company's Common Stock is listed on the NASDAQ Small Cap Market and has
been duly registered with the SEC under the Exchange Act. Since January 1, 1999,
the Company has timely filed all reports, registrations, proxy or information
statements and all other documents, together with any amendments required to be
made thereto, required to be filed with the SEC under the Securities Act and the
Exchange Act (collectively, the "SEC Reports"). The financial statements
contained in the SEC Reports fairly presented the financial position of the
Company as of the dates mentioned and the results of operations, changes in
stockholders' equity and changes in financial position or cash flows for the
periods then ended in conformity with GAAP applied on a consistent basis
throughout the periods involved. As of their respective dates, the SEC Reports
complied in all material respects with all rules and regulations promulgated by
the SEC and did not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading.

Section 2.5  Capitalization.
             --------------

     (a)  The authorized capital stock of the Company consists of (i) 20,000,000
shares of common stock, par value $.01 per share (the "Common Stock"), of which
5,254,136 shares are issued and outstanding, and (ii) 5,000,000 shares of
preferred stock, with rights and preferences fixed by the Board of Directors in
accordance with the corporate laws of the Commonwealth of Pennsylvania and the
Company's Articles of Incorporation, as amended, none of which is issued and
outstanding. All shares of Common Stock outstanding have been validly issued and
are fully paid and nonassessable.

     (b)  The Company has not granted, or agreed to grant or issue, any options,
warrants or rights to purchase or acquire from the Company any shares of capital
stock of the Company, there are no securities outstanding or committed to be
issued by the Company or any subsidiary which are convertible into or
exchangeable for any shares of capital stock or other securities of the Company,
and there are no contracts, commitments, agreements, understandings,
arrangements or restrictions as to which the Company is a party, or by which it
is bound, relating to any shares of capital stock or other securities of the
Company, whether or not outstanding except as set forth in the Company's SEC
Reports and options to purchase additional shares of Common Stock pursuant to
the Company's stock option plan.

     (c)  The Shares, when issued, sold, and delivered in accordance with the
terms of this Agreement for the consideration expressed herein, will be duly and
validly issued, fully paid, and nonassessable, and will be free of restrictions
on transfer other than restrictions on transfer under this Agreement and under
applicable state and federal securities laws.
<PAGE>

Section 2.6  Disclosure.
             ----------

     No representation or warranty given as of the date hereof by the Company
contained in this Agreement, taken as a whole, contains any untrue statement of
a material fact, or omits to state any material fact which is necessary in order
to make the statements contained herein or therein not misleading.

         ARTICLE III - REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

     The Investor hereby represents to the Company as follows:

Section 3.1  Corporate Status; Residence.
             ---------------------------

     The Investor is a corporation duly organized and validly existing under the
laws of the State of Tennessee and has the corporate power to own and operate
its properties, to carry on its business as now conducted and to enter into and
to perform its obligations under this Agreement and any other document executed
or delivered by the Investor in connection herewith.

Section 3.2  Authorization.
             -------------

     The Investor has full legal right, power and authority to enter into and
perform its obligations under this Agreement and any other document executed and
delivered by the Investor in connection herewith, without the consent or
approval of any other person, firm, governmental agency or other legal entity.
The execution and delivery of this Agreement and any other document executed and
delivered by the Investor in connection herewith, and the performance by the
Investor of its obligations hereunder and/or thereunder: are within the
corporate powers of the Investor, have received all necessary governmental
approvals, if any were required, and do not and will not contravene or conflict
with (a) the organizational documents of the Investor, (b) any material
agreement to which the Investor is a party or by which it or any of its
properties is bound, or constitute a default thereunder, or result in the
creation or imposition of any lien, charge, security interest or encumbrance of
any nature upon any of the property or assets of the Investor pursuant to the
terms of any such agreement or instrument, or (c) violate any provision of law
or any applicable judgment, ordinance, regulation or order of any court or
governmental agency. The officer(s) executing this Agreement and any other
document executed and delivered by the Investor in connection herewith, is duly
authorized to act on behalf of the Investor.

Section 3.3  Validity and Binding Effect.
             ---------------------------

     This Agreement and any other document executed and delivered by the
Investor in connection herewith are the legal, valid and binding obligations of
the Investor, enforceable against it in accordance with their respective terms.
<PAGE>

Section 3.4  Accredited Investor; Investment Intent.
             --------------------------------------

     The Investor is an "accredited investor" under Rule 501(a) under the
Securities Act. The Investor is acquiring the New Debenture and the Shares for
its own account, for investment, and not with a view to the distribution or
resale thereof, in whole or in part, in violation of the Securities Act or any
applicable state securities law, and the Investor has no present intention of
selling, negotiating or otherwise disposing of the New Debenture or the Shares.

            ARTICLE IV - PRIOR AGREEMENTS; COVENANTS OF THE COMPANY

Section 4.1  Prior Agreements.
             ----------------

     As between the Company and the Investor, the following agreements,
including, without limitation, all of the covenants set forth therein, are
hereby terminated: (a) the Preferred Stock Purchase Agreement; (b) the
Registration Rights Agreement; (c) the Prior Exchange Agreement; and (d) that
certain debenture purchase agreement, dated December 17, 1997, among the
Investor, the Company, and Argosy.

Section 4.2  Corporate Existence, Etc.
             ------------------------

     The Company will preserve and keep in force and effect, and will cause each
subsidiary to preserve and keep in force and effect, its corporate existence and
good standing in the state of incorporation thereof, its qualification and good
standing as a foreign corporation in each jurisdiction where such qualification
is required by applicable law except where the failure to so qualify would not
have a Materially Adverse Effect and all licenses and permits necessary to the
proper conduct of its business.

Section 4.3  Maintenance, Etc.
             -----------------

     The Company will, in all material respects, maintain, preserve and keep,
and will cause each subsidiary to maintain, preserve and keep, its properties
and assets which are used in the conduct of its business (whether owned in fee
or pursuant to a leasehold interest) in good repair and working order and from
time to time will make all necessary repairs, replacements, renewals and
additions so that at all times the efficiency thereof shall be maintained.

Section 4.4  Insurance.
             ---------

     The Company will maintain, and will cause each subsidiary to maintain,
insurance coverage by financially sound and reputable insurers with respect to
their respective properties and business in such forms and amounts and against
such risks, casualties and contingencies as are reasonable.

Section 4.5  Taxes, Claims for Labor and Materials.
             -------------------------------------
<PAGE>

     The Company will promptly pay and discharge, and will cause each subsidiary
promptly to pay and discharge, (i) all lawful taxes, assessments and
governmental charges or levies imposed upon the property or business of the
Company or such subsidiary, respectively, (ii) all trade accounts payable in
accordance with usual and customary business terms, and (iii) all claims for
work, labor or materials, which if unpaid might become a lien or charge upon any
property of the Company or such subsidiary; provided the Company or such
subsidiary shall not be required to pay any such tax, assessment, charge, levy,
account payable or claim if (a) the validity, applicability or amount thereof is
being contested in good faith by appropriate actions or proceedings which will
prevent the forfeiture or sale of any property of the Company or such subsidiary
or any material interference with the use thereof by the Company or such
subsidiary, and (b) the Company or such subsidiary shall set aside on its books,
reserves deemed by it to be adequate with respect thereto.

Section 4.6  Compliance with Laws, Agreements, etc.
             --------------------------------------

     Except where failure to do so does not and would not have a Materially
Adverse Effect, the Company shall maintain its business operations and property
owned or used in connection therewith in compliance with (i) all applicable
federal, state and local laws, regulations and ordinances, and such laws,
regulations and ordinances of foreign jurisdictions, governing such business
operations and the use and ownership of such property, and (ii) all agreements,
licenses, franchises, indentures and mortgages to which the Company is a party
or by which the Company or any of its properties is bound. Without limiting the
foregoing, the Company shall pay all of its indebtedness promptly and
substantially in accordance with the terms thereof.

Section 4.7  ERISA Matters.
             -------------

     If the Company has in effect, or hereafter institutes, a pension plan that
is subject to the requirements of Title IV of ERISA (a "Plan"), then the
following covenant shall be applicable during such period as any such Plan shall
be in effect throughout the existence of the Plan, the Company's contributions
under the Plan will meet the minimum funding standards required by ERISA and the
Company will not institute a distress termination of the Plan.

Section 4.8  Books and Records; Rights of Inspection.
             ---------------------------------------

     The Company will keep, and will cause each subsidiary to keep, proper books
of record and account in which full and correct entries will be made of all
dealings or transactions of or in relation to the business and affairs of the
Company or such subsidiary, in accordance with GAAP consistently maintained. The
Company shall permit a representative of the Investor to visit any of its
properties and inspect its corporate books and financial records, and will
discuss its accounts, affairs and finances with a representative of the
Investor, during reasonable business hours, at all such times as the Investor
may reasonably request.

Section 4.9  Reports.
             -------

                                      10
<PAGE>

     So long as the New Debenture is outstanding, the Company will furnish to
Investor the following (to the extent not reasonably available from the SEC's
computerized filing system or the Company's website); provided that, so long as
the Company's securities are publicly traded, the Investor hereby agrees that,
to the extent that the Investor receives from the Company in any manner,
including, without limitation, pursuant to this Section 4.9, attendance at Board
meetings pursuant to Section 4.10 or otherwise, any material non-public
information, the Investor: (i) shall maintain the confidentiality of such
information, (ii) shall not disclose such information to any third party and
(iii) shall not trade in the Company's securities until, as to all of clauses
(i), (ii) and (iii), there has been "public disclosure" of such information
within the meaning of Regulation FD promulgated pursuant to the Exchange Act:

          (a)  Quarterly Statements. As soon as available and in any event
within forty-five (45) days after the end of each quarterly fiscal period
(except the last) of each fiscal year, copies of:

               (i)    consolidated balance sheets of the Company and its
     subsidiaries as of the close of the three-month period then ended, setting
     forth in comparative form the consolidated figures at the end of the
     preceding fiscal year,

               (ii)   consolidated statements of income and retained earnings of
     the Company and its subsidiaries for the three-month period then ended,
     setting forth in comparative form the consolidated figures for the
     corresponding period of the preceding fiscal year, and

               (iii)  consolidated statements of cash flows of the Company and
     its subsidiaries for the portion of the fiscal year ending with such three-
     month period, setting forth in comparative form the consolidated figures
     for the corresponding period of the preceding fiscal year,

all in reasonable detail and certified as complete and correct by an authorized
financial officer of the Company;

          (c)  Annual Statements. As soon as available and in any event within
ninety (90) days after the close of each fiscal year of the Company, copies of:

               (i)    consolidated balance sheets of the Company and its
     subsidiaries as of the close of such fiscal year, and

               (ii)   consolidated statements of income and retained earnings
     and cash flows of the Company and its subsidiaries for such fiscal year,

in each case setting forth in comparative form the consolidated figures for the
preceding fiscal year, all in reasonable detail and accompanied by an
unqualified report thereon of KPMG LLP, or if such firm is no longer auditor to
the Company, a firm of independent public accountants of recognized national
standing;

                                      11
<PAGE>

          (d)  Audit Reports. Promptly upon receipt thereof, one copy of each
interim or special audit made by independent accountants of the books of the
Company or any subsidiary;

          (e)  SEC and Other Reports. Promptly upon their becoming available,
one copy of each financial statement, report, notice or proxy statement sent by
the Company to stockholders generally and of each periodic or current report,
and any registration statement or prospectus filed by the Company or any
subsidiary with any securities exchange or the SEC or any successor agency, and
copies of any orders in any proceedings to which the Company or any of its
subsidiaries is a party, issued by any governmental agency, federal or state,
having jurisdiction over the Company or any of its subsidiaries.

          (f)  Press Releases. Promptly upon its release, a copy of each press
release issued by the Company; and

          (g)  Requested Information. With reasonable promptness, such financial
data and other information relating to the business of the Company as Investor
may from time to time reasonably request.

Section 4.10  Board of Directors; Observer Rights.
              -----------------------------------

     For so long as any portion of the New Debenture shall remain outstanding,
upon request of the Investor, the Company shall invite a representative of the
Investor to attend, all meetings of the Company's Board of Directors in a
nonvoting capacity.

Section 4.11  No Dividends or Repurchases.
              ---------------------------

     For so long as any amount remains unpaid on the New Debenture, no dividends
(other than dividends or distributions paid in shares of or options, warrants or
rights to subscribe for or purchase shares of Common Stock) shall be declared or
paid or set apart for payment by the Company or other distribution of cash or
other property declared or made directly or indirectly by the Company or any
affiliate or any Person acting on behalf of the Company or any of its affiliates
with respect to any shares of capital stock of the Company unless in each case
(x) all interest payments on the New Debenture have been paid in full as of the
date of each such proposed distribution and (y) sufficient funds shall have been
paid or set apart for the payment of the full interest payment for the current
quarter with respect to the New Debenture. For so long as any interest then due
remains unpaid on the New Debenture, the Company shall not repurchase, or
otherwise acquire for value, any share or shares of the Common Stock.

Section 4.12  Limitation on Activities.
              ------------------------

     In addition to any other vote or consent of shareholders required by law or
the Articles of Incorporation of the Company, for so long as any portion of the
New Debenture remains outstanding, the Company will not take any of the
following actions without the written consent of the Investor:

                                      12
<PAGE>

     (a)  redeem, purchase or otherwise acquire for value (or pay into or set
aside for a sinking fund for such purpose) the New Debenture other than by
redemption in accordance with its terms;

     (b)  redeem, purchase or otherwise acquire for value (or pay into or set
aside for a sinking fund for such purpose) the Argosy Debenture other than on a
pari passu basis with the New Debenture;

     (c)  authorize or issue, or obligate itself to issue, any other security
senior to the New Debenture;

     (d)  effect any sale, lease, assignment, transfer, or other conveyance of
all or substantially all of the assets of the Company or any of its
subsidiaries, or any consolidation or merger involving the Company or any of its
subsidiaries, except (A) a merger with a Wholly-owned subsidiary of the Company,
(B) a mere reincorporation transaction, or (C) a merger pursuant to which the
Company is the surviving entity and the capitalization of the Company remains
unchanged.

Section 4.13  Nature of Business.
              ------------------

     Neither the Company nor any subsidiary will engage in any business if, as a
result, the general nature of the business, taken on a consolidated basis, which
would then be engaged in by the Company and its subsidiaries would be
substantially changed from the general nature of the business engaged in by the
Company and its subsidiaries on the date of this Agreement.

Section 4.14  Further Assurances.
              ------------------

     The Company will take all actions reasonably requested by Investor to
effect the transactions contemplated by this Agreement and the New Debenture.

                                      13
<PAGE>

                  ARTICLE V - SUBORDINATION OF NEW DEBENTURE

Section 5.1  Subordination.
             -------------

     Notwithstanding anything to the contrary in this Agreement or in the New
Debenture, the indebtedness evidenced by the New Debenture, including principal
and interest, shall be subordinate and junior to:  (i)  the prior payment of the
indebtedness of the Company for borrowed money (except such indebtedness of the
Company other than the New Debenture which is expressly stated to be subordinate
or junior in any respect to other indebtedness of the Company) outstanding as of
the date of this Agreement and set forth on the Company's SEC Reports (including
any obligations of the Company under any guaranty or suretyship agreement
relating to indebtedness for borrowed money by Subsidiaries of the Company),
constituting borrowed money from financial institutions approved by the Board of
Directors of the Company and designated as being senior to the New Debenture
(but only to the extent so designated), together with all obligations issued in
renewal, deferral, extension, refunding, amendment or modification of any such
indebtedness including, without limitation, any and all indebtedness now or
hereafter owing by the Company to Summit Bank, N.A., and its successors and
assigns (collectively, the "Senior Indebtedness"); and (ii) the indebtedness
evidenced by the New Debenture originally issued to Argosy Investment Partners,
L.P., a Pennsylvania limited partnership ("Argosy") in January 1998 pursuant to
the Debenture Purchase Agreement dated as of December 17, 1997, by and among the
Company, the Investor, and Argosy, and as amended by the amended and restated
debenture dated as of January 1, 1999 (the "Argosy Debenture").

     Notwithstanding the foregoing, the indebtedness evidenced by the New
Debenture, including principal and interest, shall continue to rank pari passu
with the indebtedness evidenced by the 12.25% Subordinated Convertible Debenture
due December 31, 2003 originally issued to Argosy in January 1999 pursuant to
the Exchange Agreement dated as of January 1, 1999, by and among the Company,
the Investor, and Argosy.

Section 5.2  Liquidation, etc.
             ----------------

     (a)  Upon any distribution of assets of the Company in connection with any
dissolution, winding up, liquidation or reorganization of the Company (whether
in bankruptcy, insolvency, or receivership proceedings or upon an assignment for
the benefit of creditors or otherwise), the holders of all Senior Indebtedness
and the Argosy Debenture shall first be entitled to receive payment in full of
the principal thereof, premium, if any, and interest due thereon, and all costs
and expenses (including attorneys' fees) related thereto, before the holder of
the New Debenture shall be entitled to receive any payment on account of the
principal of or interest on or any other amount owing with respect to the New
Debenture (other than payment in shares of capital stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, which stock and
securities are subordinated to the payment of all Senior Indebtedness and the
Argosy Debenture and securities received in lieu thereof which may at the time
be outstanding).  Under the circumstances provided herein, the holders of the
Senior Indebtedness and the Argosy Debenture shall have the right to receive and
collect any distributions made with respect to the New

                                       14
<PAGE>

Debenture until such time as the Senior Indebtedness and the Argosy Debenture
are paid in full, and shall have the further right to take such actions as may
be deemed necessary or required to so receive and collect such distributions
including making or filing any proofs of claim relating thereto.

     (b)  Without in any way modifying the provisions of this Article V or
affecting the subordination effected hereby if such notice is not given, the
Company shall give prompt written notice to the Investor of any dissolution,
winding up, liquidation or reorganization of maker (whether in bankruptcy,
insolvency or receivership proceedings or upon an assignment for the benefit of
creditors or otherwise).

Section 5.3  Default on Senior Indebtedness or Argosy Debenture.
             --------------------------------------------------

     The Company shall not declare or pay any dividends or make any
distributions to the holders of capital stock of the Company, or purchase or
acquire for value, the New Debenture if any default has occurred and is
continuing with respect to the payment of principal of, premium if any or
interest on any Senior Indebtedness or the Argosy Debenture.

Section 5.4  Subrogation.
             -----------

     Upon the prior payment in full of both the Senior Indebtedness and the
Argosy Debenture, the Investor shall be subrogated to the rights of the holders
of the Senior Indebtedness and the Argosy Debenture to receive payments or
distributions of assets of the Company applicable to the Senior Indebtedness and
the Argosy Debenture until all amounts owing on the New Debenture shall be paid
in full, and for the purpose of such subrogation, no payments or distributions
to the Investor otherwise payable or distributable to the holders of the Senior
Indebtedness or the Argosy Debenture shall, as between the Company, its
creditors, other than the holders of the Senior Indebtedness and the Argosy
Debenture, and the Investor, be deemed to be payment by the Company to or on
account of the New Debenture, it being understood that the provisions of this
Article V are and are intended solely for the purpose of defining the relative
rights of the Investor, on the one hand, and the holders of the Senior
Indebtedness and the Argosy Debenture, on the other hand.

Section 5.5  Company's Obligations Not Impaired.
             ----------------------------------

     (a)  Nothing contained in this Article V or in the New Debenture is
intended to or shall impair, as between the Company and the Investor, the
obligation of the Company, which is absolute and unconditional, to pay the
Investor the principal of and interest on the New Debenture as and when the same
shall become due and payable in accordance with the terms of the New Debenture,
or is intended to or shall affect the relative rights of the Investor other than
with respect to the holders of the Senior Indebtedness and the Argosy Debenture,
nor, except as expressly provided in this Article V, shall anything herein or
therein prevent the Investor from exercising all remedies otherwise permitted by
applicable law upon the occurrence of an Event of Default under this Agreement
or under the New Debenture.

                                       15
<PAGE>

     (b)  If any payment or distribution shall be received in respect of the New
Debenture in contravention of the terms of this Article V, such payment or
distribution shall be held in trust for the holders of the Senior Indebtedness
and shall be immediately delivered to such holders in the same form as received.

                     ARTICLE VI - RESTRICTIONS ON TRANSFER

Section 6.1  Legends, Restrictions on Transfer.
             ---------------------------------

     The New Debenture and the Shares have not been registered under the
Securities Act or any state securities laws. The New Debenture and the Shares
issued pursuant to this Agreement (except as permitted by this Article VI) shall
bear a legend in substantially the following form:

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAW AND
     MAY NOT BE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION
     STATEMENT UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES
     LAWS, OR (ii) IN THE OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE
     COMPANY REGISTRATION UNDER THE SECURITIES ACT OR SUCH APPLICABLE STATE
     SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSFER.

     The provisions of this Article VI shall be binding upon all subsequent
holders of the New Debenture and the Shares unless in the opinion of counsel to
any such holder, specified in Section 6.2 below, the New Debenture and/or the
Shares are no longer subject to the restrictions described herein.

Section 6.2  Notice of Intention to Transfer; Opinions of Counsel.
             ----------------------------------------------------

     The New Debenture shall not be transferable except upon the conditions
specified in this Article VI.  The holder of the New Debenture, by acceptance
thereof, agrees, prior to any transfer of the New Debenture, to give written
notice to the Company of such holder's intention to effect such transfer and
briefly describe the manner of the proposed transfer. Such notice of intended
transfer shall be accompanied by, if applicable, an opinion of counsel to such
holder reasonably satisfactory to the Company, to the effect that registration
under the Securities Act of the New Debenture in connection with such proposed
transfer is not required.  If in the opinion of such counsel, the proposed
transfer of the New Debenture may be effected without registration of the New
Debenture, under the Securities Act, such holder shall be entitled to transfer
the New Debenture in accordance with the terms of the notice delivered by such
holder to the Company. The Company will promptly upon such transfer deliver a
revised New Debenture not bearing a legend of the character set forth in Section
6.1, unless in the opinion of such counsel subsequent disposition by such holder
of the New Debenture to be so transferred may require registration under the
Securities Act. If the proposed transfer of the New Debenture may not be
effected

                                       16
<PAGE>

without registration of the New Debenture under the Securities Act, the holder
thereof shall not be entitled to transfer the New Debenture, in the absence of
an effective registration statement.

Section 6.3  Right of First Offer for Sales of Shares.
             ----------------------------------------

     (a) Notwithstanding the foregoing, if the Investor shall at any time desire
to sell any number equal to or greater than five thousand (5,000) of the Shares
on any day, the Investor shall send written notice to the Company of its intent
to sell such number of Shares (the "Offer Notice").  Receipt of the Offer Notice
by the Company shall constitute an offer by the Investor to sell to the Company
or another party designated by the Company, any of the Shares that are the
subject of the Offer Notice at the last reported market sale price on the
trading day immediately preceding transmittal of the Offer Notice (the "Market
Price"). For a period of two (2) trading days after the receipt of the Offer
Notice by the Company, the Company or a nominee designated by the Company shall
have the option, exercisable by written notice to the Investor, to accept the
Investor's offer as to all or any part of the Shares that are the subject of the
Offer Notice. Payment for the accepted Shares shall be made in cash, by the
Company or its nominee, within ten (10) days after receipt of the Offer Notice.

     (b) If, at the end of the option period in paragraph (a) above, the option
to purchase such Shares has not been exercised by the Company or its nominee,
the Investor shall be free for a period of forty-five (45) days thereafter to
sell into the open market such number of Shares designated in the Offer Notice.
If such Shares are not so sold within the aforesaid forty-five-day period, the
Investor shall not be permitted to sell such Shares without again complying with
this Section 6.3. Any Shares still held by the Investor after such sale into the
open market may not be sold any time afterward without again complying with this
Section 6.3.

                   ARTICLE VII - EVENTS OF DEFAULT; REMEDIES

Section 7.1  Events of Default.
             -----------------

     The occurrence of any one of the following shall constitute an "Event of
Default" under this Agreement:

     (a) Default shall occur in the payment of interest on the New Debenture
when the same shall have become due, which Default shall continue for five (5)
days after written notice is given to the Company by the Investor; or

     (b) Default shall occur in the making of any payment of the principal of
the New Debenture or the premium, if any, by the Company thereon at the
expressed or any accelerated maturity date or at any date fixed by the Company
for prepayment, which Default shall continue for five (5) days after written
notice is given to the Company by the Investor; or

     (c) Default or the happening of any event shall occur under any contract,
agreement, lease, indenture or other instrument under which any Indebtedness
(other than the New Debenture) of the Company or any subsidiary of the Company
may be issued and such Default or

                                       17
<PAGE>

event shall (i) result in liability of more than $250,000 and (ii) continue for
a period of time sufficient to permit the acceleration of the maturity of any
such Indebtedness of the Company or any subsidiary of the Company outstanding
thereunder; or

     (d) Default shall occur in the observance or performance of the covenants
contained in Article VI hereof in any material respect which is not remedied in
all material respects within thirty (30) days after the date on which written
notice thereof is given to the Company by the Investor; or

     (e) Any representation or warranty made by the Company in Article II hereof
(to the extent that such representation or warranty has survived as of the
applicable date in accordance with the terms of this Agreement) is untrue in any
material respect as of the date of the issuance or making hereof; or

     (f) The Company or any subsidiary of the Company becomes insolvent or
bankrupt, is generally not paying its debts as they become due or makes an
assignment for the benefit of creditors, or the Company or any subsidiary of the
Company applies for or consents to the appointment of a custodian, trustee,
liquidator, or receiver for the Company or such Subsidiary or for the major part
of the property of either; or

     (g)  Final judgment or judgments for the payment of money aggregating in
excess of $250,000, is or are outstanding against the Company or any subsidiary
of the Company or against any property or assets of either and any one of such
judgments has remained unpaid, unvacated, unbonded or unstayed by appeal or
otherwise for a period of thirty (30) days from the date of its entry; or

     (h)  A custodian, trustee, liquidator, or receiver is appointed for the
Company or any subsidiary of the Company or for the major part of the property
of either and is not discharged within sixty (60) days after such appointment;
or

     (i)  Bankruptcy, reorganization, arrangement or insolvency proceedings, or
other proceedings for relief under any bankruptcy or similar law or laws for the
relief of debtors, are instituted by or against the Company or any subsidiary of
the Company and, if instituted against the Company or any subsidiary of the
Company, are consented to or are not dismissed within sixty (60) days after such
institution.

Section 7.2  Acceleration of Maturities.
             --------------------------

     When any Event of Default describe in paragraphs (a) through (g) of
Section 7.1 has happened and is continuing, the holder of the New Debenture may,
by notice to the Company, declare the entire principal and all interest accrued
on the New Debenture to be, and the New Debenture shall thereupon become,
forthwith due and payable, without any presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived.  When any Event of
Default described in paragraph (h) or (i) of Section 7.1 has occurred, then the
New Debenture shall immediately become due and payable without presentment,
demand or notice of

                                       18
<PAGE>

any kind, all of which are hereby expressly waived. Without limiting the
foregoing, the Company shall, upon becoming aware of the occurrence of any Event
of Default, promptly notify the Investor of such occurrence. Upon the New
Debenture becoming due and payable as a result of any Event of Default as
aforesaid, the Company will forthwith pay to the holder of the New Debenture the
entire principal and interest accrued on the New Debenture, plus any applicable
prepayment penalty. No course of dealing on the part of the New Debenture holder
nor any delay or failure on the part of the New Debenture holder to exercise any
right shall operate as a waiver of such right or otherwise prejudice such
holder's rights, powers and remedies. The Company further agrees, to the extent
permitted by law, to pay to the holder of the New Debenture all costs and
expenses, including reasonable attorneys' fees, incurred by them in the
collection of the New Debenture upon any Default hereunder or thereon.

                ARTICLE VIII - AMENDMENTS, WAIVERS AND CONSENTS

Section 8.1  Consent Required.
             ----------------

     Any term, covenant, agreement or condition of this Agreement may, with the
consent of the Company, be amended or compliance therewith may be waived (either
generally or in a particular instance and either retroactively or
prospectively), if the Company shall have obtained the consent in writing of the
holder of the New Debenture.

Section 8.2  Effect of Amendment or Waiver.
             -----------------------------

     Any such amendment or waiver shall be binding upon the holder of the New
Debenture, upon each future holder of the New Debenture and upon the Company,
whether or not the New Debenture shall have been marked to indicate such
amendment or waiver. No such amendment or waiver shall extend to or affect any
obligation not expressly amended or waived or impair any right consequent
thereon.

             ARTICLE IX - INTERPRETATION OF AGREEMENT; DEFINITIONS

Section 9.1  Definitions.
             -----------

     Unless the context otherwise requires, the terms hereinafter set forth when
used herein shall have the following meanings and the following definitions
shall be equally applicable to both the singular and plural forms of any of the
terms herein defined:

     "Argosy" shall have the meaning set forth in Section 5.1 hereof.

     "Argosy Debenture" shall have the meaning set forth in Section 5.1 hereof.

     "Common Stock" shall mean the common stock of the Company, par value $.01
per share.

                                       19
<PAGE>

     "Default" shall mean any event or condition, the occurrence of which would,
with the lapse of time or the giving of notice, or both, constitute an Event of
Default as defined in Section 7.1.

     "Event of Default" shall have the meaning set forth in Section 7.1 hereof.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "GAAP" shall mean generally accepted accounting principles.

     "Indebtedness" of any Person shall mean and include all obligations of such
Person which in accordance with GAAP shall be classified upon a balance sheet of
such Person as liabilities of such Person, and in any event shall include all
(a) obligations of such Person for borrowed money or which have been incurred in
connection with the acquisition of property or assets, (b) obligations secured
by any lien or other charge upon property or assets owned by such Person, even
though such Person has not assumed or become liable for the payment of such
obligations, (c) obligations created or arising under any conditional sale or
other title retention agreement with respect to property acquired by such
Person, notwithstanding the fact that the rights and remedies of the seller,
lender or lessor under such agreement in the Event of Default are limited to
repossession or sale or property, (d) capitalized rentals, and (e) guaranties of
obligations of others of the character referred to in this definition.

     "Initial Debenture" shall have the meaning set forth in the recitals
hereof.

     The term "knowledge" shall mean, with respect to a particular fact or other
matter, if a director or executive officer of the Company or any subsidiary of
the Company is actually, or has been, aware of such fact or other matter, after
reasonable inquiry under the circumstances.

     "Indemnified Party" shall have the meaning set forth in Section 1.2 hereof.

     "Indemnifying Party" shall have the meaning set forth in Section 1.2
hereof.

     "Market Price" shall have the meaning set forth in Section 6.3 hereof.

     "Materially Adverse Effect" shall mean a materially adverse effect upon the
business, assets, liabilities, financial condition, results of operations or
business prospects, in each case of the Company and its subsidiaries taken as a
whole, or upon the ability of the Company to perform its obligations under this
Agreement or the New Debenture.

     "New Debenture" shall mean that debenture initially issued  to the Investor
as of January 1, 1999 and amended and restated  in accordance with this
Agreement, as more fully described in Section 1.1 herein.

     "Offer Notice" shall have the meaning set forth in Section 6.3 hereof.

                                       20
<PAGE>

     "Operative Documents" shall have the meaning set forth in Section 2.1
hereof.

     "Outstanding Debenture" shall have the meaning set forth in the recitals
hereof.

     "Person" shall mean an individual, partnership, corporation, trust or
unincorporated organization, and a government or agency or political subdivision
thereof.

     "Plan" shall have the meaning set forth in Section 4.7 hereof.

     "Preferred Stock" shall have the meaning set forth in the recitals hereof.

     "Preferred Stock Purchase Agreement" shall have the meaning set forth in
the recitals hereof.

     "Prior Exchange Agreement" shall have the meaning set forth in the recitals
hereof.

     "Purchaser" shall have the meaning set forth in Section 1.3 hereof.

     "Put Completion Date" shall have the meaning set forth in Section 1.3
hereof.

     "Put Exercise Period" shall have the meaning set forth in Section 1.3
hereof.

     "Put Option" shall have the meaning set forth in Section 1.3 hereof.

     "Put Notice" shall have the meaning set forth in Section 1.3 hereof.

     The terms "register," "registered," and "registration" refer to a
registration effected by preparing and filing a Registration Statement or
Statements in compliance with the Securities Act and pursuant to Rule 415 under
the Securities Act or any successor rule providing for offering securities on a
continuous basis ("Rule 415"), and the declaration or ordering of effectiveness
of such Registration Statement by the SEC.

     "Registration Period" shall have the meaning set forth in Section 1.2
hereof.

     "Registration Rights Agreement" shall mean that certain Registration Rights
Agreement by and among the Company, the Investor and Argosy.

     "Registration Statement" means one or more registration statements of the
Company under the Securities Act registering all of the Shares.

     "Restated Debenture" shall have the meaning set forth in the recitals
hereof.

     "Sale Notice" shall have the meaning set forth in Section 1.3 hereof.

     "SEC" means the United States Securities and Exchange Commission.

                                       21
<PAGE>

     "SEC Reports" shall have the meaning set forth in Section 2.4 hereof.

     "Securities Act" means the Securities Act of 1933, as amended.

     The term "security" shall have the same meaning as in Section 2(l) of the
Securities Act.

     "Senior Indebtedness" shall have the meaning set forth in Section 5.1
hereof.

     "Shares" shall have the meaning set forth in the recitals hereof.

     The term "subsidiary " shall mean, as to any particular parent corporation,
any corporation of which more than 50% (by number of votes) of the Voting Stock
shall be owned by such parent corporation and/or one or more corporations which
are themselves subsidiaries of such parent corporation.

     "Voting Stock" shall mean Securities of any class or classes the holders of
which are ordinarily, in the absence of contingencies, entitled to elect a
majority of the corporate directors (or Persons performing similar functions).

     "Warrant" shall have the meaning set forth in the recitals hereof.

     The term "wholly-owned" when used in connection with any subsidiary of the
Company shall mean a subsidiary of which all of the issued and outstanding
shares of stock (except shares required as directors' qualifying shares) shall
be owned by the Company and/or one or more of its wholly-owned subsidiaries.

Section 9.2  Accounting Principles.
             ---------------------

     Where the character or amount of any asset or liability or item of income
or expense is required to be determined or any consolidation or other accounting
computation is required to be made for the purposes of this Agreement, the same
shall be done in accordance with GAAP, to the extent applicable, except where
such principles are inconsistent with the requirements of this Agreement.

                           ARTICLE X - MISCELLANEOUS

Section 10.1 Powers and Rights Not Waived; Remedies Cumulative.
             -------------------------------------------------

     No delay or failure on the part of the holder of the New Debenture in the
exercise of any power or right shall operate as a waiver thereof; nor shall any
single or partial exercise of the same preclude any other of further exercise
thereof, or the exercise of any other power or right, and the rights and
remedies of the holder of the New Debenture are cumulative to and are not
exclusive of any rights or remedies any such holder would otherwise have, and no
waiver or consent, given or extended pursuant to Article IX hereof, shall extend
to or affect any obligation or right not expressly waived or consented to.

                                       22
<PAGE>

Section 10.2  Notices.
              -------

     All communications provided for hereunder shall be in writing and shall be
delivered personally, or mailed by registered mail, or by prepaid overnight air
courier, or by facsimile communication, in each case addressed:

          If to the Investor:    FINOVA Mezzanine Capital Inc.
                                 500Church Street, Suite 200
                                 Nashville, Tennessee 37219
                                 Fax: (615) 726-1208
                                 Attention: Caroline Ducas

          with a copy to:        FINOVA Mezzanine Capital Inc.
                                 500Church Street, Suite 200
                                 Nashville, Tennessee 37219
                                 Fax: (615) 256-9958
                                 Attention: Philip S. Clark, Esq.

          If to the Company:     Berger Holdings, Ltd.
                                 805 Pennsylvania Blvd.
                                 Feasterville, Pennsylvania 19053
                                 Fax:  (215) 355-7738
                                 Attention:  President

          with a copy to:        Wolf, Block, Schorr, and Solis-Cohen LLP
                                 22nd Floor
                                 1650 Arch Street
                                 Philadelphia, Pennsylvania 19103
                                 Fax:: (215) 405-3816
                                 Attention:  Jason M. Shargel, Esq.

or such other address as the Investor or the subsequent holder of the New
Debenture initially issued to the Investor may designate to the Company in
writing, or such other address as the Company may in writing designate to the
Investor or to a subsequent holder of the New Debenture initially issued to the
Investor, provided, however, that a notice sent by overnight air courier shall
only be effective if delivered at a street address designated for such purpose
by such person and a notice sent by facsimile communication shall only be
effective if made by confirmed transmission at a telephone number designated for
such purpose by such person or, in either case, as the Investor or a subsequent
holder of the New Debenture initially issued to the Investor may designate to
the Company in writing or at a telephone number herein set forth in the case of
the Company.

                                       23
<PAGE>

Section 10.3  Successors and Assigns.
              ----------------------

     The Investor's interests in this Agreement, the New Debenture, and the
Shares may be endorsed, assigned and/or transferred (in whole or in part) by the
Investor (subject to compliance with Section 6.2), and any such holder and/or
assignee of the same shall succeed to and be possessed of the rights and powers
of the Investor under all of the same to the extent transferred and assigned,
except that the Investor's rights under this Agreement may only be assigned to a
transferee of the entire New Debenture. The Company shall not assign any of its
rights or delegate any of its duties under this Agreement or the New Debenture
by operation of law or otherwise without the prior express written consent of
the Investor, and in the event the Company obtains such consent, this Agreement
and the New Debenture shall be binding upon such assignee.

Section 10.4  Survival of Covenants and Representation.
              ----------------------------------------

     All representations and warranties made by the Company and the Investor
herein shall survive until, and shall be extinguished and eliminated on, August
31, 2001.  All covenants made by the Company herein (including those referred to
in Article IV above) shall survive the closing and delivery of the Operative
Documents in accordance with their respective terms so long as any amounts are
outstanding under the New Debenture.

Section 10.5  Severability.
              ------------

     Should any part of this Agreement for any reason be declared invalid or
unenforceable, such decision shall not affect the validity of any remaining
portion, which remaining portion shall remain in force and effect as if this
Agreement had been executed with the invalid or unenforceable portion thereof
eliminated and it is hereby declared the intention of the parties hereto that
they would have executed the remaining portion of this Agreement without
including therein any such part, parts or portion which may for any reason, be
hereafter declared invalid or unenforceable.

Section 10.6  Governing Law.
              -------------

     This Agreement and the New Debenture issued and sold hereunder shall be
governed by and construed in accordance with Tennessee law, without regard to
its conflict of law rules.


Section 10.7  Captions, Counterparts.
              ----------------------

     The descriptive headings of the various Sections or parts of this Agreement
are for convenience only and shall not affect the meaning or construction of any
of the provisions hereof. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

                                       24
<PAGE>

Section 10.8  Continuing Obligations.
              ----------------------

     Notwithstanding anything to the contrary set forth herein, the Investor
confirms and acknowledges that the New Debenture is Company's Obligations to
Creditor within the meaning of the Subordination Agreements dated as of January
2, 1998, among Summit Bank, the Company, the Investor, and Argosy, as amended,
which Subordination Agreements remain in full force and effect.

Section 10.9  Entire Agreement.
              ----------------

              This Agreement constitutes the entire agreement of the parties
with regard to the exchange of the New Debenture and the Shares for the
Outstanding Debenture and the Warrant.

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

                                   COMPANY:

                                   BERGER HOLDINGS, LTD.

                                   By:  /s/ Joseph F. Weiderman
                                      ---------------------------------
                                        Name: Joseph F. Weiderman
                                        Title: President



                                   INVESTOR:

                                   FINOVA MEZZANINE CAPITAL INC.
                                   f/k/a SIRROM CAPITAL CORPORATION


                                   By:  /s/ Denise Yennie
                                      ---------------------------------------
                                        Name: Denise Yennie
                                        Title: Vice President


                                       25
<PAGE>

                                                                       Exhibit A
                                                                       ---------

                        AMENDED AND RESTATED DEBENTURE

THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAW AND MAY
NOT BE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS, OR (ii) IN THE
OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY REGISTRATION UNDER THE
SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN
CONNECTION WITH SUCH TRANSFER.

                             Berger Holdings, Ltd.

                 Subordinated Debenture Due December 31, 2003

No. S-1                                           Dated as of September 29, 2000
$2,500,000

     For value received, Berger Holdings, Ltd., a Pennsylvania corporation (the
"Company"), hereby promises to pay to FINOVA Mezzanine Capital Inc. ("FINOVA"),
500 Church Street, Suite 200, Nashville, Tennessee 37219, or registered assigns,
on the 31st day of December, 2003 (the "Regular Maturity Date") (or before the
Regular Maturity Date in the case of a redemption of this Debenture in
accordance with the terms hereof (each an "Early Termination Date"), as the case
may be), the principal amount of Two Million Five Hundred Thousand Dollars
($2,500,000) and to pay interest (computed on the basis of a 360-day year of
twelve 30-day months) on the principal amount from time to time remaining unpaid
hereon at the rate of 10% per annum from January 1, 1999 (the " Issue Date")
until September 29, 2000 (the "Restatement Date") and at the rate of 11% per
annum from the Restatement Date until the Regular Maturity Date or the Early
Termination Date (with any applicable Prepayment Penalty (as hereinafter
defined), if any), payable in each case quarterly on the first day of each
February, May, August, and November in each year, commencing February 1, 1999,
and on the Regular Maturity Date or the Early Termination Date. The Company
agrees to pay interest (computed on the same basis) on overdue principal and
premium, if any, and (to the extent legally enforceable) on any overdue
installment of interest, at the stated rate plus 3% per annum (or, in each case,
at the highest rate permitted by applicable law, whichever is less) until paid.

     Both the principal hereof and interest hereon are payable to the order of
the holder hereof at its address registered on the books of the Company or by
federal funds wire transfer to a bank account designated in writing by the
holder to the Company in coin or currency of the United States of America which
at the time of payment shall be legal tender for the payment of public and
private debts.  If any amount of principal, premium, if any, or interest on or
in respect of this Debenture becomes due and payable on any date which is not a
Business Day, such amount shall be payable on the next preceding Business Day.
"Business Day" means any day other than a Saturday, Sunday, statutory holiday or
other day on which banks in Tennessee are required by law to close or are
customarily closed.

                                       26
<PAGE>

     This Debenture is issued under and pursuant to the terms and provisions of
an Exchange Agreement, dated as of September 29, 2000 (the "Exchange
Agreement"), entered into by the Company and FINOVA and this Debenture and the
holder hereof are entitled to all the benefits provided for thereby or referred
to therein, and to which Exchange Agreement reference is hereby made for all
such terms and provisions.  The terms which are capitalized herein shall have
the meanings set forth in the Exchange Agreement unless the context shall
otherwise require.

     This Debenture is subordinated to certain other indebtedness of the Company
to the extent and with the effect set forth in the Exchange Agreement.

     If an Event of Default (as defined in the Exchange Agreement) occurs and is
continuing, the principal of this Debenture may be declared due and payable in
the manner and with the effect provided in the Exchange Agreement.

     This Debenture is registered on the books of the Company and is
transferable only by surrender thereof at the principal office of the Company at
805 Pennsylvania Blvd., Feasterville, Pennsylvania 19053, or such other address
as the Company shall have advised the holders of the Debenture in writing, duly
endorsed or accompanied by a written instrument of transfer duly executed by the
registered holder of this Debenture or its attorney duly authorized in writing
and in accordance with the provisions of Section 6.2 of the Exchange Agreement.
Payment of or on account of principal, premium, if any, and interest on this
Debenture shall be made only to or upon the order in writing of the registered
holder.

     The Debenture is redeemable, on the conditions set forth herein, and
holders thereof are entitled to certain notices, as set forth more fully below.

     Section 1   Redemption.
                 ----------

     (a) Redemption at the Option of the Company.  This Debenture shall not be
         ---------------------------------------
redeemable or otherwise subject to prepayment by the Company at any time on or
prior to December 31, 2000.  On and after January 1, 2001, and at any time prior
to the Regular Maturity Date, at the option of the Company, the Company may fix
a date (the "Redemption Date") on which it shall redeem this Debenture by paying
in cash to the holder thereof the entire outstanding principal amount of this
Debenture plus an amount equal to all interest payments then due but unpaid
(including interest thereon); plus an amount equal to the Prepayment Penalty.
The "Prepayment Penalty" shall be defined as follows:  Beginning on January 1,
2001, the Prepayment Penalty shall be $150,000 and shall decrease $4,166.66 on
the first of every succeeding month through the Regular Maturity Date.

     (b) Procedures for Redemption of the Debenture.  At least five (5) days
         ------------------------------------------
prior to the Redemption Date the Company shall mail a written notice, first
class postage prepaid, to each holder of this Debenture at the close of business
on the business day preceding the day on which notice is given, at the address
last shown on the records of the Company for such holder, notifying such holder
of the redemption to be effected, specifying (i) the Redemption Date, (ii) the
Redemption Price, (iii) the place at which payment may be obtained, and (iv)
calling upon such holder to surrender to the Company, in the manner and at the
place designated, this Debenture (the "Redemption Notice").  On or after the
Redemption Date, the holder of this Debenture shall surrender to the Company
this Debenture, in the manner and at the place designated in the Redemption
Notice, and thereupon the Redemption Price of this Debenture shall be payable to
the order of the person whose name appears on the Company's register of
Debentures as the owner thereof and, upon

                                       27
<PAGE>

payment in full of the Redemption Price, this surrender Debenture shall be
discharged. From and after each Redemption Date, unless there shall have been a
default in payment of the Redemption Price, this Debenture shall not be entitled
to any further rights as a Debenture and shall not be deemed outstanding for any
purpose

     Section 2   Enforcement. If the indebtedness represented by this Debenture
                 ------------
or any part thereof is placed in the hands of attorneys for collection after an
Event of Default, or the enforcement of any rights under the Exchange Agreement,
the Company agrees to pay the principal, premium if any (including the
Prepayment Penalty), and interest due and payable hereon, and an amount equal to
all costs of collecting this Debenture, including reasonable attorneys' fees and
expenses.

     Section 3   No Impairment.  The Company  will not, by amendment of its
                 -------------
Articles of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, share exchange, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of this Debenture set forth herein, but will at
all times in good faith assist in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the holder of this Debenture against impairment.

     This Debenture is executed, in part, in renewal, amendment, restatement and
modification of, but not in novation or discharge of, the existing obligations
and indebtedness of the Company to holder hereof by that Subordinated
Convertible Debenture Due December 31, 2003 executed and delivered in favor of
holder by the Company on January 1, 1999.

     This Debenture and said Exchange Agreement are governed by and construed in
accordance with the laws of Tennessee.

[Corporate Seal]                         BERGER HOLDINGS, LTD.

ATTEST:                                  By:

______________________________            ____________________________
Joseph F. Weiderman                       Theodore A. Schwartz
Secretary                                 Chief Executive Officer



                                       28
</TEXT>
</DOCUMENT>
