FIRST MODIFICATION AGREEMENT


         THIS FIRST MODIFICATION AGREEMENT (this "Agreement"),  dated
as of the ____ day of July,  1996,  by and among  PLASTI-LINE,  INC.,
CARTER-MIOT,  INC. and AMERICAN  SIGN AND  MARKETING  SERVICES,  INC.
(collectively,  the "Borrowers"),  and SUNTRUST BANK, EAST TENNESSEE,
N.A.   ("SunTrust")   and  NATIONAL  CITY  BANK,   KENTUCKY   ("NCB")
(hereinafter  SunTrust  and NCB are referred to  collectively  as the
"Lenders"), recites and provides:

RECITALS:

         By a certain  Amended and Restated  Credit  Agreement dated as of April
30, 1996 by and among the Borrowers,  the Lenders and SunTrust as Administrative
Agent  for the  Lenders  (in such  capacity,  hereinafter,  the  "Administrative
Agent")  (the "Loan  Agreement"),  the Lenders  agreed to make to the  Borrowers
revolving  credit  loans  in  the  aggregate  principal  amount  not  to  exceed
$19,000,000 pursuant to their respective  Commitments.  The Loans were evidenced
by (a) an Amended and Restated  Revolving  Credit Note dated April 30, 1996 made
by the  Borrowers  payable  to  SunTrust  in the  original  principal  amount of
$9,500,000  (the  "SunTrust  Note") and (b) an Amended  and  Restated  Revolving
Credit  Note dated April 30,  1996 made by the  Borrowers  payable to NCB in the
original  principal  amount of  $9,500,000  (the "NCB  Note")  (hereinafter  the
SunTrust Note and the NCB Note are referred to collectively as the "Notes",  and
unless  otherwise  defined  herein,  all  capitalized  terms  herein shall be as
defined  in the Loan  Agreement).  The Notes  were  secured  by an  Amended  and
Restated  Security  Agreement  dated as of April 30, 1996 from the  Borrowers to
SunTrust as collateral and  administrative  agent for the Lenders (the "Security
Agreement").  The rights and obligations of the Lenders vis-a-vis each other are
as set forth in the  Intercreditor  Agreement by and between the Borrowers,  the
Lenders  and  the  Administrative   Agent  dated  as  of  April  30,  1996  (the
"Intercreditor  Agreement").   The  Loan  Agreement,  the  Notes,  the  Security
Agreement,  the Intercreditor  Agreement and all other documents and instruments
evidencing and securing the Loans are  hereinafter  referred to  collectively as
the "Loan Documents."

         The  parties  hereto  now wish to  modify  the Loan  Agreement  and the
Intercreditor Agreement to provide for an additional $2,000,000 swing line under
the Commitment of NCB, which swing line will not increase the Commitment of NCB,
but rather will be included in the Commitment of NCB as it currently exists.


MODIFICATION AGREEMENT:

         FOR and in  consideration  of the sum of  $10.00  cash in hand paid and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

<PAGE>

      1.   Modification of Loan Agreement.


           (a)  The Loan Agreement is hereby modified as follows:

                (i) The following  capitalized terms defined in Exhibit A in the
           Loan Agreement shall have the definitions set forth below:

                     (A)  "Commitment"  means,  with  respect to each Bank,  the
                amount of the Commitment of such Bank as set forth opposite such
                Bank's name on the signature  pages  hereof,  as the same may be
                reduced from time to time pursuant to this  Agreement,  and with
                respect  to each  Bank,  the  "Commitment"  of each  Bank  shall
                include the Swing Line Commitment of such Bank.

                     (B) "NCB" means National City Bank, Kentucky, as a Bank.

                     (C) If the context so requires,  references  to "Swing Line
                Commitment"   shall   become  a   reference   to   "Swing   Line
                Commitments",  and "Swing  Line  Commitment"  shall mean (a) the
                obligation  of  SunTrust  to make Swing  Loans to the  Borrowers
                under the  Swing  Line of  SunTrust  in an  aggregate  principal
                amount  at  any  time  not  exceeding  $2,000,000  and  (b)  the
                obligation of NCB to make Swing Loans to the Borrowers under the
                Swing Line of NCB in an aggregate  principal  amount at any time
                not exceeding $2,000,000, which obligation shall be separate and
                distinct from SunTrust's obligation under this definition.

                     (D) If the context so requires,  references to "Swing Line"
                shall become a reference  to "Swing  Lines",  and "Swing  Lines"
                shall  mean the  separate  revolving  lines of credit  under the
                Swing Line  Commitments made by each of SunTrust and NCB for the
                benefit of the  Borrowers,  as set forth in Section 1.03 of this
                Agreement.

                (ii)  Section  1.03  shall  be  modified  to  read as
           follows:

                SECTION 1.03. Swing Loans. (a) Upon the terms and subject to the
                conditions of this Agreement, (i) SunTrust, for its own account,
                agrees to make one or more advances  under its Swing Line to the
                Borrowers  from time to time up to but not  exceeding  its Swing

<PAGE>

                Line Commitment and (ii) NCB, for its own account,  may make one
                or more  advances  under its Swing  Line from time to time up to
                but not exceeding its Swing Line  Commitment  (all such advances
                in (i) and (ii),  collectively,  "Swing Loans"). All Swing Loans
                made by  SunTrust  shall be deemed  solely  for the  account  of
                SunTrust and credited  against the  Commitment of SunTrust,  and
                all  Swing  Loans  made by NCB shall be  deemed  solely  for the
                account of NCB and credited against the Commitment of NCB.

                (b)  Advances  of,  and  payments  on,  the Swing  Loans made by
                SunTrust shall be made  automatically  without notice to or from
                SunTrust  (excepting notice to NCB as may be required hereunder)
                or the  Borrowers  all in  accordance  with  the AIS  Agreement.
                Advances  of, and payments on, the Swing Loans made by NCB shall
                be made through the notification process as described herein and
                in the Intercreditor Agreement and without two day prior notice.
                The Banks shall in their sole discretion  settle with each other
                the outstanding  Swing Loans by each Friday with SunTrust making
                proper notifications to NCB.

                (iii) Paragraphs  (a) and (c) of  Section  1.06 shall
           be modified to read as follows:

                      (a) In  consideration  of the Commitments  hereunder,  the
                Borrowers  shall  pay  in  immediately  available  funds  to the
                Administrative  Agent, for the pro rata account of each Bank, on
                the last day of each calendar quarter, commencing with the first
                such  date  after  the  Closing  Date,  and on the  date  of any
                reduction  or  termination  of  the  Commitments  of  the  Banks
                hereunder,  a commitment fee (the  "Facility  Fee") in an amount
                equal to .50%  multiplied  by the average daily unused amount of
                the  Commitment  of such Bank during the period or quarter  then
                ending.

                      (c)  The   Borrowers   may,  by  written   notice  to  the
                Administrative  Agent (as provided in Section 1.17) terminate in
                full,  or from  time to time  permanently  reduce  in part,  the
                aggregate Commitments.  Each such voluntary partial reduction of
                the  aggregate  Commitments  shall be in an aggregate  principal
                amount of $2,000,000 and in integral  multiples of $1,000,000 in
                excess  thereof.  Any and all  reductions to the  Commitments of
                SunTrust or NCB shall be applied  first to that  portion of such
                Commitment not constituting such Bank's Swing Line Commitment.

                (iv)  Paragraph   (c)  of   Section   1.09  shall  be
           modified to read as follows:

<PAGE>

                      (c)  Prepayment  of LIBOR Loans  constituting  Swing Loans
                made by SunTrust shall be made according to the terms of the AIS
                Agreement and shall be made without  notice to Borrowers and any
                prepayment  penalty.  Prepayments  of LIBOR  Loans  constituting
                Swing  Loans  made  by NCB  shall  be  made  without  notice  to
                Borrowers and any prepayment penalty.

                (v)   The final  sentence  of  Section  1.17 shall be
           modified to read as follows:

                      Notwithstanding anything to the contrary in this Agreement
                or any other Loan Document,  the Borrowers shall not be required
                to give notice of any Swing Loan borrowing or payment,  it being
                the intention of the parties hereto that the Swing Loans made by
                SunTrust   shall  be  available  to  Borrowers  for  daily  cash
                management  purposes  and the Swing  Loans  made by NCB shall be
                used as a  mechanism  to  enable  each  Bank to hold as often as
                possible approximately 50% of the outstanding indebtedness under
                this Agreement.  All such advances and payments under SunTrust's
                Swing  Line   Commitment   shall  be  administered  by  SunTrust
                according  to the terms of the AIS  Agreement,  and all advances
                and  payments  under  NCB's  Swing  Line  Commitment   shall  be
                administered  by NCB  and  SunTrust  (to  the  extent  required)
                according to the terms herein and the terms of the Intercreditor
                Agreement.  Fundings  and  payments  of the Swing Loans shall be
                made as often as needed,  with such fundings and payments  being
                made by the same day of notification to NCB by SunTrust.

                (vi) The  signature  page of the  Loan  Agreement  on which  the
           "Amount of Commitment" and "Percentage  Interest" are set forth shall
           be modified to reflect that an additional asterisk (*) shall be noted
           after  the  $9,500,000  Amount of  Commitment  set  opposite  the NCB
           signature line.

           (b) Except as specifically  modified hereby, the terms and provisions
set  forth  in  the  Loan   Agreement,   including   but  not   limited  to  all
representations  and covenants,  are hereby ratified and confirmed and remain in
full force and effect.

      2.   Modification  of  Intercreditor  Agreement.  (a) Section 2
of the Intercreditor Agreement shall be modified to read as follows:

           In order to provide for the orderly  administration  of the Revolving
      Credit  Loans,  the Borrower  agrees to make to the

<PAGE>

                    Agent all  payments and  repayments  in respect of Revolving
                    Credit  Loans   pursuant  to  Section  1.10  of  the  Credit
                    Agreement,  and to establish  and maintain  with the Agent a
                    deposit account (the "Deposit  Account").  No later than the
                    close of business on the date specified by the Borrower in a
                    notice  given   pursuant  to  Section  1.17  of  the  Credit
                    Agreement  for the making of a Revolving  Credit Loan,  each
                    Bank shall make  available to the Agent such Bank's  ratable
                    share (determined  pursuant to Sections 1.02 and 1.16 of the
                    Credit Agreement) of such Loan in dollars and in immediately
                    available funds by wire transfer or other method  acceptable
                    to the Banks to the Deposit Account (and in making its share
                    of such  Revolving  Credit  Loan  available  to the Agent in
                    accordance  with this  Section  2,  Second  Bank may rely on
                    written or oral notice  received  from the Agent  specifying
                    the amount of such  Revolving  Credit  Loan,  Second  Bank's
                    share thereof and the date such Revolving  Credit Loan is to
                    be made);  provided,  however,  that if the Agent receives a
                    payment  pursuant  to Section  1.10 of the Credit  Agreement
                    from the Borrower on the date  specified for the making of a
                    Revolving Credit Loan, the Agent shall telephonically notify
                    each  Bank of such  Bank's  share  (determined  pursuant  to
                    Section  1.02 of the Credit  Agreement)  of such payment and
                    the amount of each Bank's share of the Revolving Credit Loan
                    to be made  available  to the  Agent on such  date  shall be
                    reduced by the amount of each Bank's share of such  payment.
                    In the  event the Agent  receives  a payment  on the date on
                    which a  Revolving  Credit  Loan is not made or in the event
                    that the payment  received  on the date a  Revolving  Credit
                    Loan is made exceeds the amount of such Loan, then the Agent
                    shall  distribute  to each  Bank,  in  accordance  with  the
                    provisions   of  Sections   1.10  and  1.16  of  the  Credit
                    Agreement,  the Bank's share of the payment received, or the
                    amount by which  such  payment  exceeds  the  amount of such
                    Loan,  by wire  transfer or other method  acceptable  to the
                    Banks on the date of receipt;  provided,  however,  that the
                    Agent does not guarantee that payments  received by it after
                    12:00  p.m.  will be  received  by the  Banks  in time to be
                    applied  by them to their  respective  Note on the same day.
                    Notwithstanding  the terms of this  Agreement,  either Bank,
                    after  providing  written  notice  to the  other  Bank,  may
                    request that the Borrower  make  payments  made  pursuant to
                    Section 1.10 of the Credit Agreement directly to such Bank.

           (b) Except as specifically  modified hereby, the terms and provisions
      set forth in the Intercreditor Agreement, including but not limited to all
      representations  and  covenants,  are hereby  ratified and  confirmed  and
      remain in full force and effect.

      3. Waiver of Claims.  As part of the  consideration to the Lenders herein,
the  Borrowers  hereby waive all set-offs,  counterclaims,  claims and all other
defenses of every nature whatsoever which each may have with respect to the Loan
Documents.

<PAGE>

      4. Consent of Administrative  Agent.  SunTrust,  as Administrative  Agent,
executes this  Agreement to evidence its consent to the  modifications  effected
hereby;  provided,  however, that such consent shall neither be nor be deemed to
be a consent to, or a waiver of the  necessity of  obtaining  the consent of the
Administrative Agent to, any future modification.

      5. Further Assurances.  The Borrowers hereby covenant and agree to execute
and deliver, or cause to be executed and delivered,  and to do or make, or cause
to be done or made,  upon the  reasonable  request  of the  Lenders  and/or  the
Administrative  Agent, any and all instruments,  papers,  deeds, acts or things,
supplemental,  confirmatory or otherwise,  as may be reasonably required by such
party or  parties  for the  purpose of  effecting  the  modifications  described
herein.

      6.   Completeness    and    Modification.     This    Agreement
constitutes  the entire  agreement  between the parties  hereto as to
the  transactions   contemplated  hereby  and  supersedes  all  prior
discussions,  understandings  or oral agreements  between the parties
hereto.

      7. No Novation. This Agreement does not constitute a discharge or novation
of any Note or any other  documents  executed in connection  with the Loans,  as
herein modified, and such Loan Documents shall continue in full force and effect
and shall be fully binding upon all parties hereto.

      8.   Successors  and  Assigns.  This  Agreement  shall bind and
inure to the  benefit  of the  parties  hereto  and their  respective
successors and assigns.

      9.   Governing  Law. This  Agreement and all other  instruments
referred  to herein  shall be  governed  by,  and shall be  construed
according to, the laws of the State of Tennessee.

      10. Counterparts.  To facilitate execution, this Agreement may be executed
in as many  counterparts as may be required.  It shall not be necessary that the
signature on behalf of the parties hereto appear on each counterpart hereof, and
it shall be sufficient  that the signature on behalf of each party hereto appear
on one or more such counterparts. All counterparts shall collectively constitute
a single agreement.

<PAGE>

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

                                   BORROWERS:

                               PLASTI-LINE, INC.


                               By: /s/ Mark J. Deuschle
                                    Mark J. Deuschle
                               Title:  Vice President - Finance


                               CARTER-MIOT, INC.


                               By: /s/ Mark J. Deuschle
                                    Mark J. Deuschle
                               Title:  Secretary-Treasurer


                               AMERICAN SIGN AND MARKETING
                               SERVICES, INC.


                               By: /s/ Mark J. Deuschle
                                    Mark J. Deuschle
                               Title:  Secretary



                                    LENDERS:

                               SUNTRUST BANK, EAST TENNESSEE, N.A.,
                                    as Lender

                               By: /s/ T. L. Chip Smallwood
                                    T. L. "Chip" Smallwood
                               Title: Vice President


                               NATIONAL CITY BANK, KENTUCKY, as
                                    a Lender


                               By: /s/ Carrie Tate
                                    Carrie Tate
                               Title: Vice President

<PAGE>

                               ADMINISTRATIVE AGENT:

                               SUNTRUST BANK, EAST TENNESSEE, N.A.,
                                as Administrative Agent


                               By: /s/ T. L. Chip Smallwood
                                    T. L. "Chip" Smallwood
                               Title: Vice President


U:\SUNTRUST\PL\1STMOD\MODAGR.02
<PAGE>