THIS AGREEMENT SECURES
                            OBLIGATORY ADVANCES MADE
                             FOR COMMERCIAL PURPOSES

                              AMENDED AND RESTATED
                               SECURITY AGREEMENT


THIS AMENDED AND RESTATED SECURITY AGREEMENT (this "Security Agreement"),  dated
as of April  30,  1996  made by  PLASTI-LINE,  INC.,  a  Tennessee  corporation,
CARTER-MIOT,  INC.,  a Georgia  corporation,  and  AMERICAN  SIGN AND  MARKETING
SERVICES,  INC., a Kentucky corporation (each a "Grantor" and collectively,  the
"Grantors")  to  SUNTRUST  BANK,  EAST  TENNESSEE,   N.A.,  a  national  banking
association,  Knoxville,  Tennessee (the "Administrative  Agent"), acting in its
capacity  as  collateral  and  administrative  agent for the  equal and  ratable
benefit of (a)  SunTrust  Bank,  East  Tennessee,  N.A.  as lender  ("SunTrust")
pursuant to the terms of a $9,500,000 Amended and Restated Revolving Credit Note
dated as of the date hereof made by the  Grantors  payable to SunTrust  (as such
may be  amended,  modified,  restated  or  supplemented  from time to time,  the
"SunTrust  Note") and (b)  National  City  Bank,  Kentucky  ("NCB"),  a national
banking association,  as lender pursuant to the terms of an $9,500,000 Revolving
Credit Note dated as of the date hereof made by the Grantors  payable to NCB (as
such may be amended,  modified,  restated or supplemented from time to time, the
"NCB Note")  (hereinafter  the  SunTrust  Note and the NCB Note are  referred to
collectively as the "Notes", and SunTrust and NCB in their capacities as lenders
under the Notes and  pursuant to the terms of the Amended  and  Restated  Credit
Agreement by and among the Grantors,  the Administrative  Agent and SunTrust and
NCB as lenders  dated as of the date hereof (as such may be  amended,  modified,
restated or supplemented from time to time, the "Credit Agreement") are referred
to collectively as the "Lenders"), recites and provides:

                              W I T N E S S E T H :


WHEREAS, pursuant to the Notes and the Credit Agreement, the Lenders have agreed
to extend revolving credit loans (collectively,  the "Loans") to the Grantors in
an aggregate principal amount not to exceed $19,000,000 in accordance with their
respective  Commitments  for those  business  purposes  set forth in the  Credit
Agreement; and WHEREAS, the Lenders are willing to make the Loans and enter into
the Credit Agreement, but only upon the condition, among

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others,  that the Grantors  shall have  executed  and  delivered  this  Security
Agreement;

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants  herein contained and for other good and valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

     Section 1. Defined Terms. The following  capitalized terms when used herein
shall have the meanings set forth below.  Capitalized  terms not defined  herein
shall have the  meanings  set forth in the  Credit  Agreement.  "Accounts":  any
"Account",  as such term is defined in Section  9-106 of the Code,  in which the
Grantors shall now or hereafter have any right, title or interest.

                  "Account Debtor":  the party who is obligated on an
         Account.

                  "Administrative Agent":  the meaning set forth in the
         preamble to this Security Agreement.

                  "Chattel Paper":  any "chattel paper", as such term is
         defined in Section 9-105 of the Code, in which the Grantors
         shall now or hereafter have any right, title or interest.

                  "Code":  the Uniform Commercial Code as adopted in
         Tennessee, as amended from time to time.

                  "Collateral":  the meaning assigned to it in Section
         2 of this Security Agreement.

                  "Collateral Account":  the meaning assigned to it in
         Section 3 of this Security Agreement.

                  "Credit Agreement":  the meaning set forth in the
         preamble to this Security Agreement.

                  "Documents":  any "documents", as such term is defined
         in Section 9-105 of the Code, in which the Grantors shall
         now or hereafter have any right, title or interest.

                  "Event of Default":  any of the events specified in
         Section 8 of this Security Agreement.

                  "General Intangibles":  any "general intangibles", as
         such term is defined in Section 9-106 of the Code, in which
         the Grantors shall now or hereafter have any right, title or
         interest.


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     "Grantor"  and  "Grantors":  the meanings set forth in the preamble to this
Security Agreement.

     "Instrument": any "instrument", as such term is defined in Section 9-105 of
the Code, in which the Grantors shall now or hereafter have any right,  title or
interest.

     "Inventory":  any "inventory",  as such term is defined in Section 9-109(4)
of the Code, in which the Grantors shall now or hereafter have any right,  title
or interest.

     "Lenders":  the  meaning  set  forth  in  the  preamble  to  this  Security
Agreement.

     "Lien":  any mortgage,  pledge,  security  interest,  encumbrance,  lien or
charge of any kind  whatsoever  (including any  conditional  sale or other title
retention  agreement,  any lease in the  nature  thereof,  and the  filing of or
agreement to give any financing  statement under the Uniform  Commercial Code of
any jurisdiction).

     "Loan Documents":  the meaning set forth in the Credit Agreement,  and also
including any and all documents and instruments executed in connection therewith
(as such may be amended, modified, restated or supplemented from time to time).

     "Loans": the meaning set forth in the recitals to this Security Agreement.

     "NCB": the meaning set forth in the preamble to this Security Agreement.

     "Notes": the meaning set forth in the recitals to this Security Agreement.

     "Obligations": all indebtedness, liabilities and obligations of any and all
of the Grantors to the Lenders,  and/or either Lender, now existing or hereafter
incurred,  direct or indirect,  absolute or  contingent,  secured or  unsecured,
matured or unmatured,  joint or several, whether for principal,  interest, fees,
expenses or other costs,  whether  arising out of or in connection with any Loan
Document,  and  whether  written or oral,  or arising  by  operation  of law and
whether or not evidenced by promissory notes or other evidence of indebtedness.

     "Permitted Liens": Liens permitted to exist under the Credit Agreement.

     "Proceeds": any "proceeds", as such term is defined in Section 9-306 of the
Code.


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     "Security  Agreement":  this  Security  Agreement,  as such may be amended,
modified, restated or supplemented from time to time.

     "SunTrust":  the  meaning  set  forth  in the  recitals  to  this  Security
Agreement.

     Section 2. Grant of  Security  Interest.  As  collateral  security  for the
prompt and complete payment and performance when due of all the Obligations, the
Grantors hereby sell, assign, convey, mortgage, pledge, hypothecate and transfer
to the  Administrative  Agent for the equal and ratable  benefit of the Lenders,
all of the  following  property  of  Grantors  (all of which  being  hereinafter
collectively referred to as the "Collateral"):

                           (i)      all Accounts;

                          (ii)      all Chattel Paper;

                         (iii)      all Documents;

                          (iv)      all General Intangibles;

                           (v)      all Instruments;

                          (vi)      all Inventory;

                         (vii)      all Grantors' books of account, records,
                                    ledger sheets and documents relating to the
                                 foregoing; and

                        (viii)      to the extent not otherwise included, all
                                    Proceeds and products of any or all of the
                                   foregoing.

     Section 3.  Rights of the  Administrative  Agent.  (a) If  required  by the
Administrative  Agent at any time after the  occurrence  of an Event of Default,
any Proceeds  collected by any or all of the Grantors and received as payment in
respect of any  Collateral  shall be promptly  deposited  by the  Grantor(s)  in
precisely the form received,  except for its  endorsement  when  required,  in a
special bank account  maintained by the  Administrative  Agent (the  "Collateral
Account"),   subject  to  withdrawal  by  the  Administrative   Agent  only,  as
hereinafter  provided,  and until so turned over,  shall be deemed to be held in
trust by the Grantor(s) for and as the property of the Administrative  Agent and
shall not be commingled  with the Grantors'  other funds.  Such  proceeds,  when
deposited,  shall continue to be collateral  security for all of the Obligations
and shall not constitute payment thereof until applied as hereinafter  provided.
If an Event of Default shall have occurred and be continuing, the Administrative
Agent shall, at such intervals as


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     it shall  determine,  apply all or any part of the funds on  deposit in the
Collateral  Account on account of the principal of and/or interest on any of the
Obligations, the order and method of such application to be in the discretion of
the  Administrative  Agent, and any part of such funds which the  Administrative
Agent elects not so to apply and deems not required as  collateral  security for
the Obligations shall be paid over from time to time by the Administrative Agent
to the  Grantor(s).  If an Event  of  Default  shall  not be  continuing,  funds
deposited  in the  Collateral  Account  shall  be  immediately  released  to the
Grantor(s).  At the Administrative Agent's request, the Grantor(s) shall deliver
to the  Administrative  Agent all original and other documents  evidencing,  and
relating to, the sale and delivery of Inventory or the  performance  of labor or
service which created the Accounts,  including, but not limited to, all original
orders, invoices and shipping receipts.

     (b) The  Administrative  Agent may at any time notify Account  Debtors that
the Accounts  have been assigned to the  Administrative  Agent and that payments
shall be made  directly  to the  Administrative  Agent.  Upon the request of the
Administrative  Agent at any time,  the  Grantors  will so notify  such  Account
Debtors.  The Administrative  Agent may in its own name or in the name of others
communicate  with  Account  Debtors  in  order  to  verify  with  them,  to  the
Administrative  Agent's  satisfaction,  the  existence,  amount and terms of any
Accounts.

     (c)  The   Administrative   Agent   shall  have  the  right  to  make  test
verifications  of the Accounts in any manner and through any medium it considers
advisable, and the Grantors agree to furnish all such assistance and information
as the Administrative Agent may require in connection therewith. The Grantors at
their expense will cause  independent  public  accountants  satisfactory  to the
Administrative Agent to furnish to the Administrative Agent at any time and from
time to time promptly upon the  Administrative  Agent's  request,  the following
reports:  (i)  reconciliation  of all  Accounts,  (ii) an aging of all Accounts,
(iii) trial balances, and (iv) a test verification of such Accounts.

     Section 4.  Representations  and Warranties.  The Grantors hereby represent
and warrant that:
     (a) This Security Agreement constitutes a valid obligation of the Grantors,
legally  binding upon them and  enforceable  in  accordance  with its terms.  No
consent of any other party (including,  without limitation,  any stockholders or
other  creditors  of  the  Grantors)  and  no  consent,   license,  approval  or
authorization   of,  or  registration  or  declaration  with,  any  governmental
authority,  except for filings of financing statements in the appropriate filing
offices, all of which have been duly made or are presently contemplated

<PAGE>


     to be  made,  is  required  in  connection  with the  execution,  delivery,
performance,  validity or enforceability of this Security Agreement with respect
to Collateral in existence on the date hereof.

     (b) The Grantors are (or, in the case of after- acquired property, will be)
the sole owner or owners, as applicable, of each item of the Collateral,  having
good and marketable  title  thereto,  free and clear of any and all Liens except
for Permitted  Liens.  No amounts payable under or in connection with any of the
Collateral are evidenced by promissory notes or other instruments.

     (c) No security agreement, financing statement, equivalent security or Lien
instrument or continuation  statement covering all or any part of the Collateral
is on file or of record in any public office, except such as may have been filed
in  connection  with the Permitted  Liens or except as may  otherwise  have been
disclosed to the Administrative Agent.

     (d) This Security Agreement  constitutes a valid and continuing Lien on the
Collateral,  and upon the proper  filing of financing  statements  in accordance
with the Code,  Administrative Agent shall possess a perfected security interest
in  the  Collateral  in  favor  of  the  Administrative  Agent  (excepting  that
Collateral in which a security  interest  cannot be perfected  under the Code by
the filing of financing  statements),  and such security interest shall be prior
to all other liens, encumbrances, security interests and rights of others except
for Permitted  Liens,  and is  enforceable  as such as against  creditors of and
purchasers from the Grantors.  All action  necessary or desirable to protect and
perfect such security interest in each item of the Collateral currently existing
has been duly taken or is presently contemplated to be taken.

     (e) The Grantors'  principal places of business and chief executive offices
and the locations where their records  concerning the Collateral are kept is set
forth on  Exhibit  A  attached  hereto  (hereinafter,  collectively,  the  "Main
Offices"),  and the  Grantors  will not change the Main  Offices or remove  such
records   therefrom   without  the  express   prior   written   consent  of  the
Administrative Agent. The Inventory is located at the Main Offices.

     (f) The amount represented by the Grantors to the Administrative Agent from
time to time as  owing by each  Account  Debtor  or by all  Account  Debtors  in
respect of the  Accounts  will at such time be the correct  amount  actually and
unconditionally owing by such Account Debtors thereunder.


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     (g) The only names under which the  Collateral  is owned,  used or sold are
the names of the Grantors as described in this Security Agreement.

     (h)  Each  Schedule  and/or  Exhibit  hereto  contains  true  and  complete
information with respect to the subject matter covered thereby.

     Section 5. Covenants.  Each of the Grantors  covenants and agrees that from
and after the date of this  Security  Agreement  and until the  Obligations  are
fully satisfied:

     (a)  Further  Documentation.  At any time and from  time to time,  upon the
written  request of the  Administrative  Agent,  and at the sole  expense of the
Grantors,  the Grantors  will  promptly and duly execute and deliver any and all
such further  instruments  and  documents  and take such  further  action as the
Administrative  Agent  may  reasonably  deem  desirable  in  obtaining  the full
benefits of this Security  Agreement  and the rights and powers herein  granted,
including,  without  limitation,  the filing of any  financing  or  continuation
statements  under the Code with  respect  to the  Liens and  security  interests
granted hereby, transferring Collateral to the Administrative Agent's possession
and using its best efforts to obtain waivers from any landlords and  mortgagees.
The Grantors  also hereby  authorize the  Administrative  Agent to file any such
financing or continuation statement without the signature of the Grantors to the
extent permitted by applicable law.

     (b) Limitation on Liens on Collateral. The Grantors will not create, permit
or suffer to exist,  and will defend the Collateral  against and take such other
action as is necessary to remove,  any Lien on the Collateral  except  Permitted
Liens and will defend the right, title and interest of the Administrative  Agent
in  and  to any of the  Grantors'  rights  in the  Collateral  and in and to the
Proceeds  and  products  thereof  against  the claims and demands of all persons
whomsoever.
     (c) Limitations on Dispositions of Collateral.  The Grantors will not sell,
transfer, lease or otherwise dispose of any of the Collateral, or attempt, offer
or  contract  to do so except such as are in the  ordinary  course of  Grantors'
businesses.

     (d) Further Identification of Collateral.  The Grantors will furnish to the
Administrative  Agent  from  time  to  time  statements  and  schedules  further
identifying  and  describing the Collateral and such other reports in connection
with the Collateral as the Administrative  Agent may reasonably request,  all in
reasonable detail.

<PAGE>



                  (e) Notices. The Grantors will advise the Administrative Agent
         promptly,  in reasonable detail, (i) of any Lien asserted or claim made
         against  any of the  Collateral,  (ii) of any  material  change  in the
         composition  of the  Collateral,  (iii) of the  occurrence of any other
         event which would have a material adverse effect on the aggregate value
         of the Collateral or on the security  interests  created  hereunder and
         (iv) of any Event of Default hereunder.

                  (f)  Continuous  Perfection.  No Grantor will change its name,
         identity  or  corporate  structure  in any manner  which might make any
         financing  or  continuation   statement   filed   hereunder   seriously
         misleading  within the meaning of Section 9-402(7) of the Code,  unless
         such  Grantor  shall  have given the  Administrative  Agent at least 30
         days' prior  written  notice  thereof,  or shall have  delivered to the
         Administrative   Agent   acknowledgment   copies  of  UCC-3   financing
         statements  duly executed and duly filed in each  jurisdiction in which
         UCC-l filings were  required in order to perfect the security  interest
         granted by this  Security  Agreement in the  Collateral  and shall have
         taken  all  action   (or  made   arrangements   to  take  such   action
         substantially  simultaneously  with such change if it is  impossible to
         take such action in advance)  necessary or reasonably  requested by the
         Administrative  Agent to amend such financing statement or continuation
         statement so that it is not seriously misleading.

         Section 6.  Administrative  Agent's  Appointment as Attorney-  in-Fact.
Each Grantor  hereby  irrevocably  constitutes  and appoints the  Administrative
Agent and any officer or agent thereof, with full power of substitution,  as its
true and lawful  attorney-in-fact  with full irrevocable  power and authority in
the place and stead of such  Grantor  and in the name of such  Grantor or in its
own name, from time to time in the Administrative  Agent's  discretion,  for the
purpose of carrying out the terms of this  Security  Agreement,  to take any and
all  appropriate  action and to execute any and all  documents  and  instruments
which may be necessary or desirable to accomplish  the purposes of this Security
Agreement.

                  Section 7.  Performance by  Administrative  Agent of Grantors'
Obligations.  If  any  Grantor  fails  to  perform  or  comply  with  any of its
agreements contained herein and the Administrative Agent, as provided for by the
terms of this Security  Agreement,  shall itself perform or comply, or otherwise
cause  performance  or  compliance,  with such  agreement,  the  expenses of the
Administrative Agent incurred in connection with such performance or compliance,
together  with  interest  thereon at the highest rate provided for in respect of
the Notes, shall be



<PAGE>



payable  by such  Grantor  to the  Administrative  Agent  on  demand  and  shall
constitute Obligations secured hereby.

         Section 8.           Events of Default.  Each of the following shall
constitute an Event of Default under this Security Agreement:

                  (a)  Failure of any Grantor to perform or observe any
covenant set forth herein;

                  (b)  Discovery by the  Administrative  Agent or either  Lender
that  any  representation  or  warranty  made  by the  Grantors  herein,  or any
statement or representation made in any certificate, report or opinion delivered
pursuant hereto or in connection  herewith was materially  untrue or is breached
in any material respect; or

                  (c)  The occurrence of an Event of Default under or
with respect to any Loan Document.

         Section 9.           Remedies, Rights Upon Default.  (a)  If an Event
of Default shall occur and be continuing:

                  (i) All payments  received by any and all Grantors under or in
         connection with any of the Collateral  shall be held by such Grantor(s)
         in trust for the  Administrative  Agent, shall be segregated from other
         funds of such  Grantor(s)  and shall  forthwith  upon  receipt  by such
         Grantor(s),  be turned over to the  Administrative  Agent,  in the same
         form as received by such  Grantor(s)  (duly indorsed by such Grantor(s)
         to the Administrative Agent, if required). Any and all such payments so
         received  by the  Administrative  Agent  (whether  from any  Grantor or
         otherwise) may, in the sole discretion of the Administrative  Agent, be
         held by the  Administrative  Agent as collateral  security for,  and/or
         then or at any  time  thereafter  applied  in  whole  or in part by the
         Administrative  Agent,  against all or any part of the  Obligations  in
         such order as the Administrative Agent shall elect. Any balance of such
         payments held by the  Administrative  Agent and remaining after payment
         in full of all the Obligations  shall be paid over to the Grantor(s) or
         to whomsoever may be lawfully entitled to receive the same.

                  (ii) The Administrative  Agent may exercise in addition to all
         other rights and remedies granted to it in this Security  Agreement and
         in any other instrument or agreement  securing,  evidencing or relating
         to the  Obligations,  all rights and remedies of a secured  party under
         the Code.

                  (iii) Upon request of the  Administrative  Agent, the Grantors
         shall assemble the Collateral,  make it available to the Administrative
         Agent at a place or places which the Administrative  Agent shall select
         which shall be reasonably



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         convenient to the Administrative  Agent and the Grantors,  whether at a
         Grantor's premises or elsewhere.  To the extent permitted by applicable
         law, the Grantors waive all claims,  damages,  and demands  against the
         Administrative  Agent and the Lenders arising out of the  repossession,
         retention  or sale of the  Collateral.  The  Grantors  agree  that  the
         Administrative  Agent  need not give more than 10 days'  notice  (which
         notification  shall be  deemed  given  when  mailed,  postage  prepaid,
         addressed to the Grantors at their  respective  addresses  set forth in
         Section 12  hereof) of the time and place of any public  sale or of the
         time after which a private  sale may take place and that such notice is
         reasonable notification of such matters.

                  (b)  The  Grantors   also  agree  to  pay  all  costs  of  the
Administrative  Agent and any  Lender,  including  reasonable  attorneys'  fees,
incurred  with  respect  to the  collection  of any of the  Obligations  and the
enforcement of any of their respective rights hereunder.

                  (c) The Grantors hereby waive presentment,  demand, protest or
any notice (to the extent permitted by applicable law) of any kind in connection
with this Security  Agreement or any  Collateral,  except as otherwise  provided
herein or in the Credit Agreement.

         Section 10.  Limitation  on  Administrative  Agent's Duty in Respect of
Collateral.  Beyond the safe custody thereof, the Administrative Agent shall not
have  any duty as to any  Collateral  in its  possession  or  control  or in the
possession or control of any agent or nominee of it or any income  thereon or as
to the  preservation  of  rights  against  prior  parties  or any  other  rights
pertaining thereto.  The powers conferred on the Administrative  Agent hereunder
are solely to protect the Lenders'  respective  interests in the  Collateral and
shall not impose any duty upon the  Administrative  Agent to  exercise  any such
powers. The  Administrative  Agent shall be accountable only for amounts that it
actually  receives as a result of the exercise of such powers and neither it nor
any of its officers, directors,  employees or agents shall be responsible to the
Grantors for any act or failure to act,  except for its own gross  negligence or
willful misconduct.

         Section 11. Concerning  Administrative Agent. In furtherance and not in
derogation of the rights,  privileges and immunities of Administrative Agent set
forth herein and in the Loan  Documents,  Administrative  Agent is authorized to
take all such action as is provided  to be taken by it  hereunder  and all other
action reasonably  incidental  thereto. As to any matters not expressly provided
for  herein   (including  the  timing  and  methods  of  realization   upon  the
Collateral), Administrative Agent may act or



<PAGE>



refrain from acting in the exercise of its sole and absolute
discretion.

         Section 12.          Notices.  All notices hereunder to either party
hereto shall be delivered:

         (a)      if to the Grantors, in all cases to:

                  Plasti-Line, Inc.
                  Attn:  Mark J. Deuschle
                  623 East Emory Road
                  Knoxville, Tennessee  37950-9043
                  Fax: (423) 947-8565


         (b)      if to any Lender, in all cases to the Administrative
                  Agent at:

                  700 Hill Avenue
                  Knoxville, Tennessee 37915
                  (Attn:  T. L. "Chip" Smallwood)
                  Fax:  (423) 544-2125

                  with a copy to:

                  National City Bank, Kentucky
                  5304 Chaversham Lane
                  Norcross, Georgia 30092
                  (Attn:  Carrie Tate)
                  Fax: (770) 441-1525

         Section 13.  Severability.  Any  provision of this  Security  Agreement
which is prohibited  or  unenforceable  in any  jurisdiction  shall,  as to such
jurisdiction,   be   ineffective   to  the   extent  of  such   prohibition   or
unenforceability  without  invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

         Section 14.          Successors and Assigns; Governing Law.  This
                              -------------------------------------
Security Agreement and all obligations of the Grantors hereunder
shall be binding upon the successors and assigns of the Grantors,
and shall, together with the rights and remedies of the
Administrative Agent hereunder, inure to the benefit of the
Administrative Agent and its successors and assigns.  This
Security Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of
Tennessee.




<PAGE>



         Section 15.          Amendments.  This Security Agreement may be
modified or amended only by a writing executed by the parties
hereto.

         Section 16.          Entire Agreement.  This Security Agreement
constitutes the entire agreement as to the matters set forth
herein and supersedes all prior oral discussions or agreements as
to the matters set forth herein.

         Section 17. Waivers. Administrative Agent may at any time and from time
to time waive any one or more of the terms, covenants,  provisions or conditions
contained in this Security  Agreement,  but any such waiver shall be deemed made
in pursuance  hereof or thereof and not in  modification  thereof,  and any such
waiver in any particular instance or circumstance shall in no event or under any
circumstance  be  considered a waiver of any such term,  covenant,  provision or
condition in any other instance or any other circumstance.

         Section 18.  Amendment and Restatement.  This Security
Agreement amends and restates the Security Agreement dated as of
November 2, 1995 by and among SunTrust, Plasti-Line, Inc., CM
Acquisition Corp. and American Sign and Marketing Services, Inc.




<PAGE>



         IN WITNESS WHEREOF,  each of the Grantors and the Administrative  Agent
have  caused this  Security  Agreement  to be executed by their duly  authorized
officers as of the date first set forth above.

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

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

                                    PLASTI-LINE, INC., as Grantor


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


                                    CARTER-MIOT, INC., as Grantor


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


                                    AMERICAN SIGN AND MARKETING
                                    SERVICES, INC., as Grantor


                                    By: /s/ Mark J. Deuschle

                                            Title: Secretary


<PAGE>

                                                       EXHIBIT A


                  Plasti-Line, Inc.
                  623 East Emory Road
                  Knoxville, Tennessee  37950-9043

                  Carter-Miot, Inc.
                  1828 Shop Road
                  Columbia, South Carolina  29201

                  American Sign and Marketing Services, Inc.
                  7430 Industrial Road
                  Florence, Kentucky  41042




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