EXHIBIT 10.9.7
							--------------


                                    LOAN AGREEMENT

                         $15,700,000 Line of Credit Facility

                                    By and Between


                                   CHEMPOWER, INC.

                                         and

                             FIRST NATIONAL BANK OF OHIO




                            Dated as of February 28, 1997

    <PAGE> 


                                 TABLE OF CONTENTS
                                   ----------------

          Article                                                      Page
          ------                                                      -----

          1

               DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . .   1
               1.1  Definitions . . . . . . . . . . . . . . . . . . . .   1

          2

               Loan . . . . . . . . . . . . . . . . . . . . . . . . . .  13
               2.1  The Loan  . . . . . . . . . . . . . . . . . . . . .  13
               2.2  Interest  . . . . . . . . . . . . . . . . . . . . .  13
               2.3  Payments and Prepayments  . . . . . . . . . . . . .  14
               2.4  Use of Proceeds . . . . . . . . . . . . . . . . . .  15
               2.5  Facility Fee  . . . . . . . . . . . . . . . . . . .  15
               2.6  Authorization to Debit Accounts . . . . . . . . . .  15
               2.7  Termination of Prior Line of Credit . . . . . . . .  16

          3

               Security . . . . . . . . . . . . . . . . . . . . . . . .  16
               3.1  Security Interests  . . . . . . . . . . . . . . . .  16
               3.2  Mortgages . . . . . . . . . . . . . . . . . . . . .  16
               3.3  Guaranties  . . . . . . . . . . . . . . . . . . . .  17
               3.4  Execution and Delivery of Security Documents  . . .  17
               3.5  Subordination of Subordinated Debt Obligations  . .  17

     4         Conditions Precedent and Subsequent
               4.1  Conditions Precedent to Closing . . . . . . . . . .  17
               4.2  Conditions Precedent to All Advances  . . . . . . .  20
               4.3  Conditions for the Benefit of the Lender  . . . . .  21
               4.4  Failure of Conditions . . . . . . . . . . . . . . .  21
               4.5  Conditions Subsequent . . . . . . . . . . . . . . .  21

     5

               Representations and Warranties of the Borrower . . . . .  21
               5.1  Due Authorization . . . . . . . . . . . . . . . . .  21
               5.2  Organization,   Standing   and  Qualification   of
                    Subsidiaries  . . . . . . . . . . . . . . . . . . .  22
               5.3  No Partnerships . . . . . . . . . . . . . . . . . .  23
               5.4  Requisite Power . . . . . . . . . . . . . . . . . .  23
               5.5  Corporate Authorization . . . . . . . . . . . . . .  23
               5.6  Officer Authorization . . . . . . . . . . . . . . .  23
               5.7  Binding Nature  . . . . . . . . . . . . . . . . . .  23
               5.8  No Conflict . . . . . . . . . . . . . . . . . . . .  23
               5.9  Financial Statements  . . . . . . . . . . . . . . .  24
               5.10 Litigation and Contingent Liabilities . . . . . . .  24
               5.11 No Event of Default . . . . . . . . . . . . . . . .  24
               5.12 Tax Returns and Tax Matters . . . . . . . . . . . .  24
               5.13 Employee Benefits . . . . . . . . . . . . . . . . .  25
               5.14 Real Property . . . . . . . . . . . . . . . . . . .  27
               5.15 Other Property  . . . . . . . . . . . . . . . . . .  27
               5.16 Environmental Matters . . . . . . . . . . . . . . .  28
               5.17 Contracts . . . . . . . . . . . . . . . . . . . . .  29
               5.18 Intellectual Property . . . . . . . . . . . . . . .  29
               5.19 Employment Agreements and Relations . . . . . . . .  30
               5.20 Insurance . . . . . . . . . . . . . . . . . . . . .  30
               5.21 Property Condition  . . . . . . . . . . . . . . . .  30
               5.22 Compliance With Laws  . . . . . . . . . . . . . . .  30
               5.23 Commitments . . . . . . . . . . . . . . . . . . . .  31
               5.24 Financial and Other Information . . . . . . . . . .  31
               5.25 Existing Defaults . . . . . . . . . . . . . . . . .  32
               5.26 Statutory Regulation  . . . . . . . . . . . . . . .  32
               5.27 Burdensome Agreements . . . . . . . . . . . . . . .  32
               5.28 Regulation U  . . . . . . . . . . . . . . . . . . .  32
               5.29 Liens . . . . . . . . . . . . . . . . . . . . . . .  33
               5.30 Fiscal Year . . . . . . . . . . . . . . . . . . . .  33
               5.32 Solvency  . . . . . . . . . . . . . . . . . . . . .  33

     6

               Affirmative Covenants  . . . . . . . . . . . . . . . . .  33
               6.1  Accounting Records  . . . . . . . . . . . . . . . .  33
               6.2  Financial Statements and Notices  . . . . . . . . .  34
               6.3  Withholding Taxes . . . . . . . . . . . . . . . . .  37
               6.4  Access  . . . . . . . . . . . . . . . . . . . . . .  37
               6.5  Corporate Existence . . . . . . . . . . . . . . . .  37
               6.6  Qualifications To Do Business . . . . . . . . . . .  37
               6.7  Compliance with Laws  . . . . . . . . . . . . . . .  37
               6.8  Material Agreements . . . . . . . . . . . . . . . .  37
               6.9  Insurance . . . . . . . . . . . . . . . . . . . . .  37
               6.10 Facilities  . . . . . . . . . . . . . . . . . . . .  38
               6.11 Taxes and Other Liabilities . . . . . . . . . . . .  38
               6.12 Governmental Approvals  . . . . . . . . . . . . . .  38
               6.13 Compliance   with   Governmental   Approvals   and
                    Governmental Requirements . . . . . . . . . . . . .  39
               6.14 Prevent Contamination . . . . . . . . . . . . . . .  39
               6.15 Notice of Release . . . . . . . . . . . . . . . . .  39
               6.16 Notice to the Lender  . . . . . . . . . . . . . . .  40
               6.17 Pension Increases . . . . . . . . . . . . . . . . .  40
               6.18 Tax Qualification . . . . . . . . . . . . . . . . .  40
               6.19 Notification by the Borrower  . . . . . . . . . . .  41
               6.20 ERISA Information . . . . . . . . . . . . . . . . .  42
               6.21 Funding . . . . . . . . . . . . . . . . . . . . . .  42
               6.22 Financial Tests . . . . . . . . . . . . . . . . . .  42
               6.23 Tax Returns . . . . . . . . . . . . . . . . . . . .  43
               6.24 Required Future Perfection and Performance  . . . .  43
               6.25 Change of Location  . . . . . . . . . . . . . . . .  43
               6.26 Rights Under Merger Documents . . . . . . . . . . .  43

     7

               Negative Covenants . . . . . . . . . . . . . . . . . . .  44
               7.1  Mergers and Continuity of Operations  . . . . . . .  44
               7.2  Change of Name or Business  . . . . . . . . . . . .  44
               7.3  Stock . . . . . . . . . . . . . . . . . . . . . . .  44
               7.4  Dividends . . . . . . . . . . . . . . . . . . . . .  44
               7.5  Accounting Policies . . . . . . . . . . . . . . . .  45
               7.6  Investments . . . . . . . . . . . . . . . . . . . .  45
               7.7  Lien  . . . . . . . . . . . . . . . . . . . . . . .  45
               7.8  Guarantees  . . . . . . . . . . . . . . . . . . . .  45
               7.9  Indebtedness  . . . . . . . . . . . . . . . . . . .  45
               7.10 Sale of Assets  . . . . . . . . . . . . . . . . . .  46
               7.11 Capital Expenditures  . . . . . . . . . . . . . . .  46
               7.12 Operating Leases  . . . . . . . . . . . . . . . . .  46
               7.13 Prepayment  . . . . . . . . . . . . . . . . . . . .  47
               7.14 Sale-Lease backs  . . . . . . . . . . . . . . . . .  47
               7.15 Transactions With Affiliates  . . . . . . . . . . .  47
               7.16 Misrepresentations  . . . . . . . . . . . . . . . .  47
               7.17 Restrictive Agreements  . . . . . . . . . . . . . .  47
               7.18 Transactions   With    Officers,   Directors   and
                    Affiliates  . . . . . . . . . . . . . . . . . . . .  47
               7.19 Amendments of Other Instruments . . . . . . . . . .  47

          8

               Events of Default  . . . . . . . . . . . . . . . . . . .  48
               8.1  Events of Default . . . . . . . . . . . . . . . . .  48
               8.2  Acceleration  . . . . . . . . . . . . . . . . . . .  51
               8.3  Other Remedies  . . . . . . . . . . . . . . . . . .  51
               8.4  Right to Cure . . . . . . . . . . . . . . . . . . .  51

          9

               Miscellaneous  . . . . . . . . . . . . . . . . . . . . .  52
               9.1  Successors and Assigns and Sale of Interests. . . .  52
               9.2  No Implied Waiver . . . . . . . . . . . . . . . . .  52
               9.3  Amendments; Waivers . . . . . . . . . . . . . . . .  53
               9.4  Remedies Cumulative . . . . . . . . . . . . . . . .  53
               9.5  Severability  . . . . . . . . . . . . . . . . . . .  53
               9.7  Indemnification . . . . . . . . . . . . . . . . . .  54
               9.8  Notices . . . . . . . . . . . . . . . . . . . . . .  54
               9.9  Interpretation  . . . . . . . . . . . . . . . . . .  55
               9.10 Governing Law and Consent to Jurisdiction . . . . .  55
               9.11 Counterparts  . . . . . . . . . . . . . . . . . . .  56
               9.12 Integration . . . . . . . . . . . . . . . . . . . .  56
               9.13 WAIVER OF JURY TRIAL  . . . . . . . . . . . . . . .  56
               9.14 Headings  . . . . . . . . . . . . . . . . . . . . .  56
               9.15 Schedules and Exhibits  . . . . . . . . . . . . . .  56


               Exhibits
               --------

               2.1.1     Form of Note
               3.1.1     Form of Security Agreement
               3.3.1     Form of Guaranty
               3.3.2     Form of Limited Guaranty
               3.5.1     Form of Subordination Agreement
               6.2.1     Form of Compliance Certificate
               6.2.2     Form of Financial Covenants Compliance Certificate

               Schedules
               ---------

               1.1.1     Permitted Encumbrances
               5.2  Organization, Standing and qualification of
                     Subsidiaries (and Equity Interests)
               5.10 Litigation and Contingent Liabilities
               5.13 Employee Benefits
               5.16 Environmental Disclosures
               5.18 Intellectual Property
               5.20 Insurance
               7.12 Operating Leases


    <PAGE> 

                                    LOAN AGREEMENT
                                    --------------


               THIS LOAN AGREEMENT is dated as of February 28, 1997, by and
          between CHEMPOWER, INC., an Ohio corporation (together with its
          successors and permitted assigns, the "Borrower"), and FIRST
          NATIONAL BANK OF OHIO, a national banking association (the
          "Lender").


                                 W I T N E S S E T H:
                                 --------------------

               In consideration of the premises and mutual agreements
          herein contained, the parties hereto agree as follows:


                                      ARTICLE 1
                                      ----------

                                     DEFINITIONS
                                     -----------

                    1.1  DEFINITIONS.  In addition to any terms defined
                         -----------
          elsewhere in this Agreement, the following terms have the
          meanings indicated for purposes of this Agreement (such
          definitions being equally applicable to the singular and plural
          forms of the defined term):

               "ACCELERATION" means that the Loan shall have become due and
          payable prior to its stated maturity pursuant to Section 8.2.

               "ACCOUNT" means any right to payment in favor of the
          Borrower, whether or not it has been earned by performance, for
          goods sold or leased or for services rendered in the ordinary
          course of business which is not evidenced by an instrument
          (except as part of chattel paper).

               "ACCOUNT DEBTOR" means the Person obligated on an Account,
          obligated to pay a Receivable, or who is the buyer of goods or
          services sold giving rise to a Receivable.

               "ADVANCE" means a disbursement of all or part of the cash
          proceeds of the Loan to the Borrower.

               "AFFILIATE" means with respect to any Person (i) each Person
          who, directly or indirectly, owns or controls, whether
          beneficially, or as a trustee, guardian or other fiduciary, ten
          percent (10%) or more of the capital stock having ordinary voting
          power in the election of directors of such Person, (ii) each
          Person who controls, is controlled by or is under common control
          with such Person or any Affiliate of such Person, of (iii) each
          of such Person's officers, directors, joint venturers and
          partners.  For the purpose of this definition, "control" of a
          Person shall mean the possession, directly or indirectly, of the
          power to direct or cause the direction of its management or
          policies, whether through the ownership of voting securities, by
          contract or otherwise.

               "AGREEMENT" or "LOAN AGREEMENT" means this Loan Agreement,
          as amended from time to time.

               "AMERICAN ECO" shall mean American Eco Corporation, a
          corporation incorporated under the laws of Ontario, Canada.

               "ASSIGNMENTS" shall have the meaning specified in Section
          3.2.

               "AUTHORIZED OFFICER" means each officer of a corporation
          authorized by the board of directors of that corporation to act
          on behalf of that corporation under this Agreement or any of the
          other Loan Documents, or in the case of a partnership (limited or
          general) a general partner authorized to act on behalf of that
          partnership under this Agreement or any of the other Loan
          Documents.

               "BANKING DAY" means a day other than a Saturday or a Sunday
          when commercial banks are open for business in Akron, Ohio.

               "BENEFICIAL OWNER" shall have the meaning ascribed to it in
          Rule 13d-3 promulgated by the Securities and Exchange Commission
          under the Securities Exchange Act of 1934, as amended.

               "BORROWER" means Chempower, Inc., an Ohio corporation, with
          its principal headquarters and place of business at 807 E.
          Turkeyfoot Lake Road, Akron, Ohio 44319 and shall include each
          and every division thereof, including, without limitation,
          Advanced Coil Industries, Houston Products, and Owens Precision
          Fabricators.

               "BROOKFIELD" means Brookfield corporation, an Ohio
          corporation which is a wholly owned subsidiary of Borrower.

               "CAPITAL EXPENDITURES" means, for any period, the aggregate
          of all expenditures (including such portion of Capitalized Lease
          Obligations as would be capitalized in accordance with GAAP) for
          any Fixed Assets (including replacements thereof, substitutions
          therefor and additions thereto) that have a useful life of one
          (1) year or more, where such expenditures are or would be
          capitalized on the balance sheet of the Borrower (consolidated
          with its Subsidiaries) during that period, in conformity with
          GAAP.

               "CAPITALIZED LEASE OBLIGATION" means any lease obligation
          that, in accordance with GAAP, is required to be evidenced in the
          financial statements of a lessee.


               "CHANGE OF CONTROL" means (i) the failure of the holders of
          the Equity Interests identified on Schedule 5.2 at all times,
          collectively, to be the Beneficial Owner of one hundred percent
          (100%) of the Equity Interests of the Borrower on a fully diluted
          basis; provided, however, that a Change of Control shall not
          include any change of control resulting in ownership of the
          Equity Interests by Rochester or Kukk, either individually, or as
          agent, pursuant to the Merger Documents or the Subordinated Debt
          Documents; or (ii) a material change of management of the
          Borrower, and for such purposes, a material change shall include
          a change in the office of President or Chief Executive Officer,
          or any change in composition of the Board of Directors of the
          Borrower.

               "CLOSING DATE" means February 28, 1997.

               "CODE" means the Internal Revenue Code of 1986, as amended
          from time to time.

               "COLLATERAL" shall have the meaning set forth in the Section
          3.1.

               "COMMITMENT" shall have the meaning set forth in Section
          2.1(a).

               "COMMITMENT EXPIRATION DATE" means the earlier of (i) 366
          days after the Closing Date, or (ii) the date the Commitment is
          terminated pursuant to Article 8.

               "COMMITMENT LETTER" means the letter agreement dated
          February 24, 1997, between the Lender and the Borrower.

               "CONSOLIDATED ASSETS" means the aggregate amount of all
          assets of the Borrower and its Subsidiaries that would, in
          accordance with GAAP, be required to be included and shown as
          assets on a consolidated balance sheet of the Borrower and its
          Subsidiaries.

               "CONSOLIDATED LIABILITIES" means the aggregate amount of all
          liabilities of the Borrower and its Subsidiaries that would, in
          accordance with GAAP, be required to be included and shown as
          liabilities on a consolidated balance sheet of the Borrower and
          its Subsidiaries.

               "CONSOLIDATED NET WORTH" means Consolidated Assets less
          Consolidated Liabilities, less the Note or other obligation of
          $21,000,000 of American Eco to Borrower, but adding the amount of
          the Subordinated Debt Obligations to Kukk and Rochester, to the
          extent such obligations are subordinated to all creditors of
          Borrower (but not to Equity Interests) pursuant to Section 4.5.

               "CONSOLIDATED TANGIBLE NET WORTH" means (i) Consolidated Net
          Worth, less (ii) the net book value of all items of the following
          character which are included among Consolidated Assets: 

          (1) goodwill or any unamortized payment in respect of an
          agreement not to compete with the Borrower, (2) organizational
          expenses, (3) unamortized debt discount and expense, (4) stock
          discount and expense, (5) patents, trademarks, trade names and
          copyrights, (6) treasury stock, (7) cash held in a sinking or
          other similar fund established for the purpose of redemption or
          other retirement of capital stock, and (8) franchises, licenses
          and permits.

               "CONTINGENT OBLIGATION" means, as applied to any Person,
          without duplication, any direct or indirect liability, contingent
          or otherwise, of that Person with respect to any Indebtedness,
          lease, dividend, letter of credit or other obligation of another,
          including, without limitation, any such obligation directly or
          indirectly guaranteed, endorsed (otherwise than for collection or
          deposit in the ordinary course of business), co-made or
          discounted or sold with recourse by that Person, or in respect of
          which that Person is otherwise directly or indirectly liable. 
          The amount of any Contingent Obligation shall be equal to the
          actual amount of the obligation so guaranteed or otherwise
          supported.

               "CONTROLLED POWER" means Controlled Power Limited
          Partnership, an Illinois limited partnership in which Southwick
          is the general partner and Brookfield is a limited partner.

               "CONTROLLED POWER PROPERTY" shall mean the real property
          owned by Controlled Power and commonly known as 1501 Raff Road,
          Canton, Stark County, Ohio.

               "DEFAULT INTEREST RATE" shall have the meaning set forth in
          Section 2.2(b).

               "DOLLARS" and "$" mean United States Dollars.

               "EBITDA" means in respect of any fiscal year the net income
          of the Borrower and its Subsidiaries determined on a consolidated
          basis (without any deduction in respect of any dividend on any
          class of stock) as reflected in its financial statements but
          increased by the amount reflected in such financial statements as
          expenses incurred for interest, federal and state income taxes,
          depreciation on Fixed Assets and amortization of intangible
          assets.

               "ENVIRONMENTAL LAWS" means any Governmental Requirement
          pertaining to land use, air, soil, surface water, groundwater
          (including the protection, cleanup, removal, remediation or
          damage thereof), public or employee health or safety or any other
          environmental matter, including without limitation, the following
          laws, and any regulations promulgated thereunder, as the same may
          be amended from time to time, or any such statute enacted after
          the Closing Date:

               (1)  Clean Air Act (42 U.S.C. Sections 7401 to 7642);

               (2)  Federal Water Pollution Control Act (33 U.S.C. Sections
                    1251 to 1387);

               (3)  Resource Conservation and Recovery Act of 1976 (42
          U.S.C. Sections 6901 to 6991i);

               (4)  Comprehensive Environmental Response, Compensation and
                    Liability Act (42 U.S.C. Sections 9601 to 9675);

               (5)  Superfund Amendments and Reauthorization Act of 1986;

               (6)  Safe Drinking Water Act (42 U.S.C. Sections 300f to 
                    3000j- 11);

               (7)  Toxic Substances Control Act (15 U.S.C. Sections 
         2601 to 2692);

               (8)  Federal Insecticide, Fungicide, and Rodenticide Act (7
          U.S.C. Sections 136 to 136yy);

               (9)  Occupational Safety and Health Act (29 U.S.C. Sections
          651 to 678);

               (10) Ohio environmental, health, and safety Governmental
                    Requirements; and

               (11) local environmental, health, and safety ordinances;

          together with any other foreign or domestic laws (federal, state,
          provincial or local) relating to emissions, discharges, releases
          or threatened releases of any Hazardous Substance into ambient
          air, land, surface water, groundwater, personal property or
          structures, or otherwise relating to the manufacture, processing,
          distribution, use, treatment, storage, disposal, transport,
          discharge or handling of any Hazardous Substance.

               "EQUITY INTEREST" shall mean any equity ownership of any
          type or nature, including, without limitation, any class of
          common or preferred stock or any warrant, option or other right
          ot acquire any class of common or preferred stock or any security
          convertible into any of the foregoing.

               "ERISA" means the Employee Retirement Income Security Act of
          1974, as amended from time to time.

               "ERISA AFFILIATE" means Borrower and all of its
          Subsidiaries.

               "Event of Default" shall have the meaning set forth in
          Article 8.

               "EXTRAORDINARY INCOME" shall have the meaning as specified
          by GAAP.

               "FACILITY FEE" shall have the meaning set forth in Section
          2.5.

               "FINANCIAL STATEMENTS" shall have the meaning set forth in
          Section 5.9.

               "FIXED ASSETS" means property, plant and equipment.

               "GLOBAL POWER" means Global Power Company, formerly known as
          Maclean insulation, Inc., an Ohio corporation with its principal
          offices at 4801 West Trace Creek Road, Waverly, Tennessee,
          including its division, Global Erectors, and which is a wholly
          owned subsidiary of Borrower.

               "GLOBAL PROPERTY" shall mean the real property owned by
          Global Power commonly known as 4801 West Trace Creek Road,
          Waverly, Humphreys County, Tennessee.

               "GAAP" means generally accounting principles set forth in
          the opinions and pronouncements of the Accounting Principles
          Board and the American Institute of Certified Public Accountants
          and statements and pronouncements of the Financial Accounting
          Standards Board or in such other statements by such other entity
          as may be approved by a significant segment of the accounting
          profession, which are applicable to the circumstances as of the
          date of determination.

               "GOVERNMENTAL APPROVALS" means any consent, right,
          exemption, concession, permit, license, authorization,
          certificate, order, franchise, determination or approval of any
          federal, state, provincial, municipal or governmental department,
          commission, board, bureau, agency or instrumentality of the
          United States of America required for the ownership of, or
          activities of the Borrower or any of its Subsidiaries or any
          other Person in connection with the business of the Borrower or
          any of its Subsidiaries.

               "GOVERNMENTAL AUTHORITY" means the United States of America,
          any state, province or other political subdivision thereof or any
          entity exercising executive, legislative, judicial, regulatory or
          administrative functions of or pertaining to the government
          thereof.

               "GOVERNMENTAL REQUIREMENTS" means all legal requirements in
          effect from time to time of the United States of America and/or
          the State of Ohio including all laws, statutes, codes, acts,
          ordinances, orders, judgments, decrees, injunctions, rules,
          regulations, permits, licenses, authorizations, certificates,
          orders, franchises, determinations, approvals, notices, demand
          letters, directions and requirements of all governments,
          departments, commissions, boards, courts authorities, agencies,
          officials and officers, foreseen or unforeseen, ordinary or
          extraordinary, including but not limited to any change in any
          law, regulation or the interpretation thereof by any foreign or
          domestic governmental authority, relating now or at any time
          heretofore or hereafter to the business or operations of the
          Borrower or any of its Subsidiaries or to any of the property
          owned, leased or used by the Borrower or any of its Subsidiaries,
          including, without limitation, the development, design,
          construction, acquisition, startup, ownership and operation and
          maintenance of property.

               "GUARANTORS" means, collectively, American Eco, Controlled
          Power, Global Power, Brookfield and Southwick.

               "GUARANTY" means the Commercial Guaranty to be executed and
          delivered by each of the Guarantors in favor of the Lender as of
          the Closing Date.

               "HAZARDOUS SUBSTANCE" means any pollutant, contaminant,
          toxic or hazardous substance, material, constituent or waste as
          such terms are defined in or pursuant to any Environmental Law.

               "HAZARDOUS WASTE FACILITY PERMIT" means any permit, license
          or other governmental authorization relating to the storage,
          treatment or disposal of any Hazardous Substance required
          pursuant to any Environmental Law.

               "HOLIDAY MORTGAGES" shall have the meaning set forth in
          Section 3.2.

               "HOLIDAY PROPERTIES" means Holiday Properties, an Ohio
          general partnership between Kukk and Ernest M. Rochester.

               "INCIPIENT DEFAULT" shall have the meaning set forth in
          Section 4.1(e).

               "INDEBTEDNESS" means (a) any obligation of the Borrower or
          any of its Subsidiaries for borrowed money; (b) any obligation of
          the Borrower or any of its Subsidiaries evidenced by bonds,
          debentures, notes or other similar instruments; (c) any
          obligation of the Borrower or any of its Subsidiaries to pay the
          deferred purchase price of property or for services (other than
          in the ordinary course of business); (d) any obligation or
          liability of others secured by a lien on any asset of the
          Borrower or any of its Subsidiaries, whether or not such
          obligation or liability is assumed; (e) any Contingent Obligation
          of the Borrower or any of its Subsidiaries (other than those
          incurred in the ordinary course of business); and (f) any other
          obligation or liability which is required by GAAP to be shown as
          part of the Consolidated Liabilities on a consolidated balance
          sheet of the Borrower and its Subsidiaries.

               "INDEMNIFIED MATTERS" shall have the meaning set forth in
          Section 9.7.

               "INTEREST EXPENSE" shall mean the amount reflected in the
          Borrower's Financial Statements (or subsequent financial
          statements thereafter) as expenses incurred for interest
          determined in accordance with GAAP.

               "INVENTORY" means all goods intended for sale or lease or
          furnished or to be furnished under contracts of service or used
          or consumed in the business of the Borrower or any of its
          Subsidiaries, including, without limitation, all raw materials,
          work in progress, and finished goods or materials, together with
          all supplies of any kind, nature or description which are or
          might be used in connection with the manufacture, packing,
          shipping, advertisement, sale or finishing of such goods, and all
          documents of title or documents representing, covering or
          evidencing any of the foregoing.

               "INVESTMENT" as applied to any Person, means any direct or
          indirect ownership or purchase or other acquisition by that
          Person of stock or other securities, or of a beneficial interest
          in stock or other securities, of any other Person (including any
          Subsidiary), or any direct or indirect loan, advance (other than
          advances to employees for moving and travel expenses, drawing
          accounts and similar expenditures in the ordinary course of
          business) or capital contribution by that Person to any other
          Person, including all indebtedness and accounts receivable from
          that other Person in the ordinary course of business.

               "KUKK" means Toomas J.  Kukk, an individual residing in the
          State of Ohio.

               "LAND CONTRACT PROPERTIES" shall mean the real properties
          which are the subject of Land Installment Contracts between
          Holiday Properties and Borrower involving the real property
          commonly known as follows:

               807 East Turkeyfoot Lake Road, Akron, Summit County, Ohio 
               3600 Cardiff Avenue, Cincinnati, Hamilton County, Ohio
               6050 West Virginia State Route 34, Winfield, Putnam County,
          West Virginia

               "LENDER" means First National Bank of Ohio, a national
          banking association, 106 S.  Main Street, Akron, Ohio 44308, or
          any assignee of any interest in all or any part of the rights of
          Lender under this Agreement.

               "LENDER INDEMNITIES" shall have the meaning set forth in
          Section 9.7.

               "LIBOR RATE" shall mean the 30-day London Interbank Offered
          Rate as published, from time to time, in the Wall Street Journal,
          or if such rate becomes unavailable during the term of the Loan,
          the Lender may designate a substitute index upon notice to
          Borrower.

               "LIMITED GUARANTY" shall have the meaning set forth in
          Section 3.3.

               "LOAN" shall have the meaning set forth in Section 2.1(a).

               "LOAN DOCUMENTS" means this Agreement, the Notes, the
          Guaranty, the Collateral Agreement, and all agreements,
          instruments and documents (including, without limitation,
          security agreements, loan agreements, notes, fee agreements,
          guaranties, mortgages, deeds of trust, subordination agreements,
          pledges, powers of attorney, consents, assignments, contracts,
          notices, leases, financing statements, letter of credit
          applications, reimbursement agreements, certificates, statements,
          reports and notices and all other writings) heretofore, now or
          hereafter executed by, on behalf of or for the benefit of the
          Borrower or any of its Subsidiaries and delivered to the Lender
          pursuant to or in connection with this Agreement or the
          transactions contemplated hereby, together with all amendments,
          modifications and supplements thereto.

               "MATERIAL ADVERSE CHANGE" shall mean a material adverse
          change in (i) the business, assets, operations, or financial
          condition of the Borrower and its Subsidiaries considered as a
          whole, (ii) the collective ability of the Borrower and its
          Subsidiaries to pay the Obligations in accordance with their
          terms, or (iii) the security interests or liens of the Lender on
          the Collateral or the priority of such security interests or
          liens.

               "MATERIAL ADVERSE EFFECT" means a material adverse effect on
          (i) the business, assets, operations, or financial condition of
          the Borrower and its Subsidiaries considered as a whole, (ii) the
          collective ability of the Borrower and its Subsidiaries to pay
          the Obligations in accordance with their terms, or (iii) the
          security interests or liens of the Lender on the Collateral or
          the priority of such security interests or liens.

               "MATURITY" means any date on which a Loan or any portion
          thereof becomes due and payable whether as stated, by virtue of
          any mandatory prepayment, by Acceleration or otherwise.

               "MERGER AGREEMENT" means the Agreement and Plan of Merger by
          and among American Eco, Sub Acquisition and Borrower dated
          September 10, 1996.

               "MERGER DOCUMENTS" means the Merger Agreement, together with
          all schedules and exhibits thereto, and all agreements,
          instruments, documents or other written undertakings executed or
          to be executed under or in connection with the Merger Agreement,
          all of which are incorporated herein by reference.

               "MORTGAGES" shall have the meaning set forth in Section 3.2.

               "NOTE" shall have the meaning set forth in Section 2.1(c).

               "OBLIGATIONS" means all loans, advances, debts, liabilities,
          obligations, covenants and duties owing to the Lender by the
          Borrower or any of its Subsidiaries of any kind or nature,
          present or future, whether or not evidenced by any note, guaranty
          or other instrument, arising under this Agreement, the Notes, the
          Collateral Agreement or any of the other Loan Documents, whether
          or not for the payment of money, arising by reason of an
          extension of credit, absolute or contingent, due or to become
          due, now existing or hereafter arising, including all principal,
          interest, charges, expenses, fees, attorneys' fees and
          disbursements and any other sum chargeable to the Borrower or any
          of its Subsidiaries under this Agreement or any other Loan
          Documents.

               "Other Assurances" shall have the meaning set forth in
          Section 3.1.

               "OWNED REAL PROPERTIES" shall mean the real property owned
          by the Borrower commonly known as 185 Plumpton Avenue,
          Washington, Washington County, Pennsylvania.

               "PBGC" means the Pension Benefit Guaranty Corporation and
          any successor to all or any part of such corporation's functions
          under ERISA.

               "PERMITTED ENCUMBRANCES" means:  (a) the liens and security
          interests created under the Security Documents, (b) carriers',
          warehousemen's, mechanics', landlords', materialmen's,
          suppliers', tax, assessment, governmental and other like liens
          and charges arising in the ordinary course of business securing
          obligations that are not incurred in connection with the
          obtaining of any advance or credit and which are not overdue, or
          are being contested in good faith by appropriate proceedings,
          provided that, in accordance with GAAP, adequate reserves have
          ________
          been set aside on the books of the Borrower for the eventual
          payment thereof in the event it is determined that such
          obligation is payable by the Borrower; (c) liens arising in
          connection with worker's compensation, unemployment insurance,
          appeal and release bonds and progress payments under government
          contracts; (d) judgment liens in existence less than forty-five
          (45) calendar days after the entry of the judgment, or with
          respect to which execution has been stayed, or the payment of
          which is covered in full by insurance; (e) zoning restrictions,
          easements, licenses or other restrictions on the use of real
          property, so long as the same do not materially impair the use of
          such real property by the Borrower or the value thereof to the
          Borrower; (f) any lien existing or arising by operation of law in
          the ordinary course of business, such as a "banker's lien" or
          similar right of offset; (g) liens arising incidental to the
          conduct of the Borrower's business in the ordinary course and not
          incurred in connection with the borrowing of money or the
          obtaining of advances or credit (other than credit for goods or
          services); (h) liens or security interests arising under the
          Subordinated Debt Documents; and (i) those encumbrances
          specifically set forth on the attached Schedule 1.1.1.

               "PERSON" means any individual, corporation, partnership,
          trust, association or other entity or organization, including any
          government, political subdivision, agency or instrumentality
          thereof.

               "PRIOR LINE OF CREDIT" shall have the meaning set forth in
          Section 2.7.

               "Property" means any property owned, leased or used by the
          Borrower or any of its Subsidiaries.

               "REAL PROPERTY COLLATERAL" shall have the meaning set forth
          in Section 3.2.

               "RESPONSIBLE OFFICER" means the President, Vice President,
          Secretary, or Treasurer of the Borrower.

               "ROCHESTER" means Mark L. Rochester, an individual residing
          in the State of Ohio.

               "SECURITY DOCUMENTS" means the Collateral Agreement and the
          Mortgage and Other Assurances, together with any and all
          documents, instruments, undertakings or financing statements
          executed or to be executed under any of them.

               "SOLVENT" means, when used with respect to any Person, that
          at the time of determination:

                    (i)  the fair value of its assets (determined on a
               going concern basis) is in excess of the total amount of all
               of its debts and liabilities, including contingent,
               unmatured and unliquidated liabilities known to Borrower;
               and

                    (ii) it is then able to pay its debts as they become
               due; and

                    (iii)     it owns property having a value (determined
               on a going concern basis) in excess of the total amount
               required to pay its debts; and

                    (iv) it has capital sufficient to carry on its
               business.

               "SOUTHWICK" means Southwick Corporation, an Ohio corporation
          which is a wholly owned subsidiary of Borrower.

               "SUB ACQUISITION" means Sub Acquisition Corp., an Ohio
          corporation wholly owned by American Eco and formed for the
          purpose of consummation of the transactions contemplated by the
          Merger Agreement.

               "SUBORDINATED DEBT DOCUMENTS" means, collectively, (i) the
          Promissory Note in the original principal amount of $15,900,000
          dated as of the Closing Date issued by the Borrower to Kukk, as
          Agent for himself and Rochester, (ii) the Financing Agreement
          dated as of the Closing Date between and among American Eco,
          Borrower, Kukk and Rochester, (iii) all other documents relating
          to the Financing Agreement, including, without limitation, any
          security agreements, mortgages, or deeds of trust, and (iv) the
          Purchase Agreement dated as of the Closing Date between Holiday
          Properties and Borrower, and all documents relating thereto,
          including land installment contracts.

               "SUBORDINATED DEBT OBLIGATIONS" means the indebtedness of
          the Borrower under the Subordinated Debt Documents.

               "SUBORDINATION AGREEMENTS" shall have the meaning set forth
          in Section 3.5.

               "SUBSIDIARY" or "SUBSIDIARIES" means any or all
          corporations, partnerships, joint ventures, associations or other
          business entities of which the Borrower now or hereafter owns,
          directly or indirectly, securities or other ownership interests
          having ordinary voting power to elect a majority of the board of
          directors or other governing body thereof, including, without
          limitation, Controlled Power, Global Power, Brookfield and
          Southwick.


                                      ARTICLE 2
                                      ---------

                                         Loan
                                         ----

          2.1  THE LOAN.
               --------

               (a)  LINE OF CREDIT LOAN AND LOAN COMMITMENT DEFINED.
                    -----------------------------------------------
          Subject to all the terms and conditions of this Agreement, the
          Lender will make such loans to the Borrower as from time to time
          the Borrower requests until the Commitment Expiration Date (the
          "Loan").  In no event shall the Loan exceed the Commitment.  The
          "Commitment" of the Lender at any time means Fifteen Million
          Seven Hundred Thousand Dollars ($15,700,000).  Subject to the
          provisions of this Agreement, Borrower may borrow, repay without
          penalty or premium, and reborrow hereunder, until the Commitment
          Expiration Date, either the full amount of the Commitment or any
          lesser sum.

               (b)  ADVANCES.  The Lender agrees, subject to the
                    --------
          fulfillment of the terms and conditions contained in Section 4.1
          through 4.4 hereof, to make Advances in respect of the Loan to
          the Borrower through disbursement thereof by wire transfer or
          deposit to the account specified by Borrower from time to time
          from and including the Closing Date to but not including the
          Commitment Expiration Date.  The aggregate outstanding principal
          amount of the Loan shall not exceed at any time the Commitment. 
          Each Advance shall be made the same day as requested provided the
                                                               --------
          Lender receives a telecopied or other acceptable notice prior to
          12:00 Noon (Eastern time).  The requesting of an Advance in and
          of itself constitutes a representation and warranty by the
          Borrower to the Lender that the conditions specified in Sections
          4.1 through 4.4 hereof have been satisfied.  Each request for an
          Advance shall be made by an Authorized Officer.

               (c)  NOTE.  The Borrower's obligation to repay the Loan
                    ----
          shall be evidenced by a promissory note of the Borrower (the
          "Note") in the form of Exhibit 2.1.1 attached hereto.  On the
          Closing Date, the Borrower shall deliver the Note to the Lender,
          executed by a Responsible Officer of the Borrower.

          2.2  INTEREST.
               --------

               (a)  INTEREST RATE.  Subject to subsections (b) and (c) of
                    -------------
          this Section, the Loan shall bear interest from the date of an
          Advance on the unpaid principal amount thereof until such
          principal amount shall become due and payable (whether upon
          Maturity, by Acceleration or otherwise) at a variable rate, which
          is subject to change from time to time, and which shall be
          calculated by adding 1.50% to the LIBOR Rate.  Borrower
          understands and acknowledges that the LIBOR Rate is not
          necessarily the lowest rate charged by Lender on its loans to
          other customers of Lender.  Borrower further understands and
          acknowledges that Lender may make other loans, whether to
          Borrower or any other customer of Lender based on rates other
          than LIBOR Rate.  Lender will, upon Borrower's request, inform
          the Borrower of the then applicable LIBOR Rate.  Any change in
          the interest rate based on a change in the LIBOR Rate will not
          occur more often than each 30 days.  Changes in the interest rate
          will be based on the most recently published LIBOR Rate two days
          prior to the scheduled rate change date.  UNDER NO CIRCUMSTANCES
          WILL THE INTEREST RATE ON THE NOTE BE MORE THAN THE MAXIMUM RATE
          ALLOWED BY APPLICABLE LAW.

               (b)  DEFAULT INTEREST RATE.  In the event any Loan is not
                    ---------------------
          paid when due (whether upon Maturity, by Acceleration or
          otherwise), the applicable Loan (or such portion thereof as has
          so become due and payable) shall to the extent permitted by
          applicable law bear interest, for each day from the date payment
          was due (whether or not declared due and payable by the Lender)
          until paid, at a rate equal to the highest rate for any Loan
          provided above, plus two percent (2%) per annum (the "Default
          Interest Rate").  All other Obligations due the Lender, if not
          paid when due, shall bear interest, to the extent permitted by
          applicable law, from the date when due until paid, at rate equal
          to the Default Interest Rate.  As to any Obligation where the
          date due for payment is not specified in any of the Loan
          Documents, such Obligation shall be due when the Lender so
          notifies the Borrower.

               (c)  COMPUTATION OF INTEREST.  Interest on the Loan shall be
                    -----------------------
          computed for the actual number of days elapsed on the basis of a
          year consisting of three hundred sixty (360) days.  The interest
          can therefore be determined by applying the ratio of the annual
          interest rate over a year of 360 days, multiplied by the
          outstanding principal balance, multiplied by the actual number of
          days the principal balance is outstanding.

          2.3. PAYMENTS AND PREPAYMENTS.
               ------------------------

               (a)  SCHEDULED PAYMENTS.  The Borrower shall pay accrued
                    ------------------
          interest on the Loan to the Lender in monthly installments
          commencing April 1, 1997 and continuing on the first day of each
          subsequent month until the Loan is due (whether by Maturity,
          Acceleration, or otherwise).  All of the principal of and unpaid
          accrued interest on the Loan shall be paid to the Lender on the
          Commitment Expiration Date.

               (b)  PAYMENTS.  All payments of interest or principal on the
                    --------
          Loan shall be in Dollars and in immediately available funds to
          the Lender at its Akron, Ohio office and shall be made prior to
          4:00 p.m., Akron, Ohio time, on the date of the scheduled
          payment.  All (whether or not scheduled) payments received after
          4:00 p.m., Akron, Ohio time, shall be considered to have been
          received the next Banking Day.  The Borrower shall give the
          Lender telephone notice not later than 12:00 noon, Akron, Ohio
          time, on the date of any payments in respect of principal
          outstanding in respect of the Loan which is not due and the
          Borrower shall cause immediately available funds in the amount of
          such payment to be paid to the Lender on such day.  In case the
          due date of any payment falls on a day which is not a Banking
          Day, such payment shall instead be due the next succeeding
          Banking Day, and interest shall continue to accrue.  The Lender
          is hereby authorized to note the date, amount and interest rate
          of each payment of principal and interest with respect to the
          Loan on the Lender's books and records (either manually or by
          electronic entry), which notation shall be conclusive evidence of
          the information noted absent manifest error.

               (c)  OPTIONAL PREPAYMENTS.  The Borrower may at any time
                    --------------------
          prepay any or all of the Loans in whole or in part.

               (d)  APPLICATION OF PREPAYMENTS.  Amounts paid under
                    --------------------------
          Sections 2.5(c) shall be applied first against scheduled
          principal payments due in respect of the applicable Loan in
          inverse order of their maturity.

               (e)  OFFSET.  In addition to and not in limitation of all
                    ------
          rights of offset that the Lender may have under applicable law,
          the Lender, upon the occurrence and during the continuance of an
          Acceleration, shall have the right to appropriate and apply to
          the payment of all Obligations any and all balances, credits,
          deposits, accounts or moneys of the Borrower then or thereafter
          with the Lender.

               (f)  LATE FEE.  Any installment or other payment not made
                    --------
          within ten (10) calendar days of the date such payment or
          installment is due shall be subject to a late charge equal to the
          lesser of (i) seven percent (7%) of such unpaid late payment or
          installment or (ii) Five Hundred Dollars ($500.00).

               2.4  USE OF PROCEEDS.  The proceeds of the Loan shall be
                    ---------------
          used solely for Borrower's working capital purposes in connection
          with the operation of the Borrower's business; provided, however,
          that Borrower may obtain an Advance of up to Nine Million Dollars
          ($9,000,000) of the Commitment to fund the transactions
          contemplated in the Merger Agreement.

               2.5  FACILITY FEE.  The Borrower shall pay to the Lender a
                    ------------
          facility fee (the "Facility Fee") on or prior to the Closing Date
          in the amount of Seventy-five Thousand Dollars ($75,000).

               2.6  AUTHORIZATION TO DEBIT ACCOUNTS.  The Borrower hereby
                    -------------------------------
          irrevocably authorizes the Lender from and after the occurrence
          of an Event of Default, or an event which, with notice or lapse
          of time, would become an Event of Default, to charge to and
          deduct from any accounts of the Borrower with the Lender all
          amounts, charges and liabilities which shall come due to the
          Lender from the Borrower with respect to any of the Obligations
          or under this Agreement or any of the other Loan Documents.

               2.7  TERMINATION OF PRIOR LINE OF CREDIT.  The Loan shall
                    -----------------------------------
          replace and supersede a prior revolving loan provided by Lender
          to Borrower pursuant to a Business Loan Agreement dated November
          12, 1992, as amended from time to time, and evidenced by a
          certain promissory note in the maximum principal amount of
          $10,000,000 dated November 12, 1992, as amended from time to time
          (the "Prior Line of Credit") which shall be deemed terminated on
          the Closing Date.  To the extent that there is a balance due on
          the Prior Line of Credit on the Closing Date, Borrower shall not
          be permitted an Advance under the Loan unless such an Advance is
          first used to pay all amounts outstanding under the Prior Line of
          Credit first.


                                      ARTICLE 3
                                      ---------

                                       SECURITY
                                       --------

               3.1  SECURITY INTERESTS.  The Loan and any other Obligations
                    ------------------
          shall be secured by a security interest in and to all of the
          assets of Borrower and each of the Subsidiaries, including but
          not limited to, all Accounts, Inventory, equipment, contract
          rights, and general intangibles, whether now owned or hereafter
          acquired, wherever located, and including the products of such
          assets or the proceeds (including insurance proceeds) of such
          assets (the "Collateral").  To evidence Lender's security
          interest in the Collateral, at Closing, Borrower and each of the
          Subsidiaries shall execute and deliver to Lender a Commercial
          Security Agreement, in form and substance substantially as set
          forth on Exhibit 3.1.1 (the "Security Agreement") and any other
          documents, instruments or other assurances necessary to effect
          the transactions in connection with the Loan and Lender's
          interest in the Collateral, including, but not limited to, UCC
          Financing Statements and proof of insurance (the "Other
          Assurances").

               3.2  MORTGAGES.  The Loan and any other Obligations further
                    ---------
          shall be secured by a mortgage interest (or deed of trust, if
          applicable) in and to the Owned Real Properties, the Controlled
          Power Property, the Global Power Property, and the Land Contract
          Properties, including a collateral assignment of and interest in
          and to land contracts, all fixtures, leases and rents (the "Real
          Property Collateral").  To evidence Lender's mortgage or other
          interest in and to the Real Property Collateral, at Closing,
          Borrower and each Subsidiary (as necessary) shall execute and
          deliver to Lender mortgages or deeds of trust (the "Mortgages")
          and collateral assignments of land contracts, leases and rents
          (the "Assignments") in such form and substance satisfactory to
          Lender.  To evidence Lender's interest in the Land Contract
          Properties, Holiday Properties shall execute and deliver the
          Limited Guarantee to Lender, along with such documents, including
          mortgages or deed of trust, as may be required by Lender to
          perfect a mortgage or similar interest in the Real Property
          Collateral titled to Holiday Properties, including, without
          limitation, the Land Contract Properties (the "Holiday
          Mortgages").

               3.3  GUARANTIES.  To further secure payment of the Loan, at
                    ----------
          the Closing, each of the Guarantors shall execute and deliver to
          Lender a Guaranty in substantially the form of the attached
          Exhibit 3.3.1.  In addition, Holiday Properties shall execute and
          deliver to Lender a Limited Non-Recourse Guaranty (the "Limited
          Guaranty") in substantially the form of the attached Exhibit
          3.3.2.

               3.4  EXECUTION AND DELIVERY OF SECURITY DOCUMENTS.  The
                    --------------------------------------------
          Security Agreements, the Mortgages, the Assignments, the
          Guaranties and Other Assurances (collectively, together with any
          and all documents, instruments, undertakings or financing
          statements executed or to be executed thereunder, the "Security
          Documents") shall be delivered to the Lender, executed by their
          respective signatories, on the Closing Date and on the dates or
          at the times specified in Section 6.24.

               3.5  SUBORDINATION OF SUBORDINATED DEBT OBLIGATIONS.  Kukk,
                    ----------------------------------------------
          Rochester and Holiday, as holders of the Subordinated Debt
          Documents, shall execute and deliver to Lender such subordination
          agreements, substantially in the form of the attached Exhibit
          3.5.1 (the "Subordination Agreements") in order to subordinate
          the Subordinated Debt Obligations to Borrower's Obligations to
          Lender.  Further, in the event that Borrower fails to meet the
          Condition Subsequent set forth in Section 4.5, Subordination
          Agreement between Lender and each of Kukk and Rochester shall
          provide that up to $10.3 million of the Subordinated Debt
          Obligations of Borrower to Kukk and Rochester (in the aggregate)
          shall be subordinated to the obligations of all creditors of
          Borrower and its Subsidiaries, but not to Equity Interests.

                                      ARTICLE 4
                                      ---------

                         CONDITIONS PRECEDENT AND SUBSEQUENT
                         -----------------------------------

               4.1  CONDITIONS PRECEDENT TO CLOSING.  The obligation of the
                    -------------------------------
          Lender to make the Loan is subject to the prior contemporaneous
          satisfaction of each of the following conditions precedent on the
          Closing Date:

                    (a)  DELIVERY OF DOCUMENTS.  The Notes, the Security
                         ---------------------
               Documents, the other Loan Documents and the Subordination
               Agreements shall each have been duly executed and delivered
               to the Lender by the respective signatories thereto.

                    (b)  REPORTS, CERTIFICATES AND OTHER INFORMATION.  The
                         -------------------------------------------
                         Lender shall have received the following, dated
                         and in full force and effect on the Closing Date:

                         (i)  a certificate of the Secretary or an
                    Assistant Secretary of each of the Borrower, American
                    Eco and each Subsidiary as to (A) such entities
                    Articles of Incorporation and Code of Regulations (if a
                    corporation) or, if not a corporation then a
                    certificate of the general partner of each partnership
                    or limited partnership as to the partnership agreement;
                    (B) resolutions of its board of directors (or, if not a
                    corporation, of the partners or owners) authorizing the
                    execution, delivery and performance of this Agreement
                    and the other Loan Documents; and (C) the incumbency
                    and signatures of the Responsible Officers of each such
                    entity;

                         (ii) a certificate, signed by a Responsible
                    Officer of Borrower, stating (A) that the
                    representations and warranties contained in Article 5
                    of this Agreement, the Note and the other Security
                    Documents executed by the Borrower are then true and
                    accurate as though made on and as of such date; and (B)
                    that there has then occurred no Event of Default or
                    Incipient Default which is continuing;

                         (iii)     a certificate, signed by a Responsible
                    Officer of the Borrower and each of the Subsidiaries,
                    in form and substance satisfactory to the Lender,
                    stating that each of the Borrower and the Subsidiaries
                    are Solvent on and as of the Closing Date and that no
                    Material Adverse Change in the Borrower or any of the
                    Subsidiaries has occurred since the date of the
                    Financial Statements, on which it is acknowledged the
                    Lender has relied;

                         (iv) such other instruments or documents as the
                    Lender may reasonably request relating to the existence
                    and good standing of the Borrower or the corporate
                    authority for execution, delivery and performance of
                    this Agreement or any of the other Loan Documents.

                    (c)  OPINION OF COUNSEL.  There shall have been 
                    ------------------
               delivered to the Lender the written opinion, dated as of the
               Closing Date, of Thompson, Hine & Flory, as counsel to the
               Borrower and each of the Subsidiaries, in form and substance
               reasonably satisfactory to Lender and its counsel, as to the
               matters set forth in Sections 5.1 through 5.7 of this
               Agreement.

                    (d)  PAYMENT OF FEES.  The Borrower shall have paid the
                    ---------------
               Lender the Facility Fee and the fees and expenses of the
               Lender's counsel, Brouse & McDowell (such fees of Brouse &
               McDowell not to exceed $25,000), in connection with
               preparation, negotiation, execution and closing of this
               Agreement, and any other fee or expense reimbursement due
               the Lender under any of the Loan Documents;

                    (e)  NO EXISTING DEFAULT.  No Event of Default or event
                         -------------------
               which, upon the lapse of time or the giving of notice or
               both, would constitute an Event of Default (an "Incipient
               Default") shall exist on the Closing Date, or after giving
               effect to the transactions contemplated to take place
               hereunder on such Date;

                    (f)  REPRESENTATIONS AND WARRANTIES CORRECT.  The
                         --------------------------------------
               representations and warranties set forth in Article 5 and
               the representations and warranties set forth in Note, or in
               the other Security Documents to be executed and delivered to
               the Lender on the Closing Date shall be true and correct in
               all material respects on the Closing Date, and after giving
               effect to the transactions contemplated to occur on such
               Date;

                    (g)  LEGALITY OF TRANSACTIONS.  It shall not be
                         ------------------------
               unlawful for either the Borrower or the Lender to carry out
               their respective obligations under this Agreement;

                    (h)  PERFECTION.  The Lender's lien on or security
                         ----------
               interest in each item of Collateral and the mortgage
               interest in each of the Real Property Collateral shall have
               been granted and perfected by the filing, recording or
               registration of the Mortgage and Other Assurance and
               documents, instruments or financing statements in the
               appropriate governmental offices or by such other action as
               is necessary to perfect any such lien or security interest,
               and the Lender shall have received evidence satisfactory to
               it that all such liens and security interests are of first
               priority, subject only to Permitted Encumbrances;

                    (i)  TITLE INSURANCE.  The Lender shall have received
                         ---------------
               (or shall be satisfied that it shall promptly receive after
               the Closing Date) a title insurance policy in form
               satisfactory to the Lender issued by a title insurance
               company reasonably acceptable to the Lender, insuring that
               the mortgage lien of the Lender covering the Owned Real
               Property covered by the Mortgages is of first priority
               subject to no exceptions, conditions or reservations other
               Permitted Encumbrances or as other~vise approved in writing
               by the Lender;

                    (j)  CONSENTS.  The Lender shall have received evidence
                         --------
               satisfactory to it that all consents required for the
               granting and perfection of the Lender's liens on and
               security interest in the items of Collateral, including the
               Landlord Consents, have been obtained;

                    (k)  HAZARD AND OTHER INSURANCE.  The Lender shall have
                         --------------------------
               received evidence reasonably satisfactory to it that the
               Borrower has in effect the insurance required by Section
               6.9;

                    (l)  WRITTEN RECEIPT.  If any part of the proceeds of
                         ---------------
               the Loan is to be disbursed to a Person other than the
               Borrower, the Lender shall have received from the Borrower
               written disbursement instructions and a written receipt for
               such proceeds;

                    (m)  FINANCIAL STATEMENTS.  The Lender shall have
                         --------------------
               received and reviewed to its reasonable satisfaction income
               statements, balance sheets, and statements of cash flows for
               the Borrower, each prepared in accordance with GAAP;

                    (n)  GUARANTY.  The Lender shall have received from
                         --------
               each Guarantor the executed Guaranty, dated as of the
               Closing Date; and

                    (o)  MERGER TRANSACTION.  The Lender shall have
                         ------------------
               received evidence to its satisfaction that the transactions
               contemplated in the Merger Agreement have been consummated,
               and American Eco has made a $10,000,000 capital contribution
               to Borrower.

               4.2  CONDITIONS PRECEDENT TO ALL ADVANCES.  The obligation
                    ------------------------------------
          of the Lender to make each Advance requested from time to time
          shall be subject to satisfaction of the following conditions in
          connection with each such Advance:

                    (a)  REPRESENTATIONS AND WARRANTIES.  The
                         ------------------------------
               representations and warranties contained in Article 5 hereof
               shall be true and correct in all material respects on and as
               of the date of such Advance as though made on and as of such
               date, except to the extent such representations and
               warranties expressly relate to an earlier specified date.

                    (b)  NO DEFAULTS.  No event constituting an Event of
                         -----------
               Default or Incipient Default has occurred and is continuing

               or would result from the first Advance.

                    (c)  PERFORMANCE.  The Borrower has performed and
                         -----------
               complied in all material respects with all its obligations
               required to be performed and/or complied with under the Loan
               Documents to which it is a party.

               4.3  CONDITIONS FOR THE BENEFIT OF THE LENDER.  The
                    ----------------------------------------
          conditions set forth in this Article 4 are for the exclusive
          benefit of the Lender and may be waived, for purposes of this
          Agreement, only by the Lender, and only in writing.

               4.4  FAILURE OF CONDITIONS.  The Borrower shall take any and
                    ---------------------
          all actions necessary or appropriate on its part, and shall use
          its reasonable best efforts to cause others to take necessary or
          appropriate action on their part, in order to satisfy the
          conditions set forth in Sections 4.1 and 4.2 and otherwise cause
          the Closing Date to occur.

               4.5  CONDITIONS SUBSEQUENT.  Within forty-five (45) days
                    ---------------------
          after the Closing Date, Borrower shall provide to Lender (i)
          Phase I environmental reports, in form and substance satisfactory
          to Lender, performed by an environmental assessment company
          satisfactory to Lender, as to each of the Owned Real Properties,
          and (ii) appraisals, in form and substance satisfactory to
          Lender, of the Tangible Assets of Borrower supporting the write
          up of assets on Borrower's Financial Statements of $10,300,000,
          including the Owned Real Properties.  To the extent that the
          aggregate appraised value of such assets is less than
          $10,300,000, then the Subordinated Debt Obligations to Kukk and
          Rochester shall be additionally subordinated by such difference
          to the claims and interests of all creditors of Borrower and its
          Subsidiaries, but not to Equity Interests.


                                      ARTICLE 5
                                      ---------

                    REPRESENTATIONS AND WARRANTIES OF THE BORROWER
                   -----------------------------------------------

               In order to induce the Lender to enter into or become a
          party to this Agreement and to make the Loan, the Borrower makes
          the following representations and warranties to the Lender.

               5.1  DUE AUTHORIZATION.  The Borrower, Global Power,
                    -----------------
          Brookfield and Southwick, are each corporations, duly organized,
          validly existing and in good standing under the laws of the
          jurisdiction in which each is incorporated, and each are duly
          licensed or qualified to conduct business and are in good
          standing in each jurisdiction wherein the character of the
          property owned or the nature of the business transacted by each
          makes such licensing or qualification necessary, except as to
          jurisdictions where the failure to be so licensed or qualified
          would not have a Material Adverse Effect.  Controlled Power is an
          Illinois limited partnership, duly organized, validly existing
          and in good standing under the laws of the jurisdiction in which
          it was organized and in which it does business, and it is duly
          licensed or qualified to conduct business and is in good standing
          in each jurisdiction wherein the character of the property owned
          or the nature of the business transacted by it makes such
          licensing or qualification necessary, except as to jurisdictions
          where the failure to be so licensed or qualified would not have a
          Material Adverse Effect.

               5.2  ORGANIZATION, STANDING AND QUALIFICATION OF
                    -------------------------------------------
          SUBSIDIARIES.
          ------------

                    (a)  Set forth in Schedule 5.2 attached hereto is a
               complete and accurate list of the Borrower's Subsidiaries,
               as of the date hereof, showing for each, as of the date
               hereof, and for the Borrower as well, the respective
               jurisdictions of their incorporation; the jurisdictions in
               which they are qualified to do business as a foreign
               corporation; the number of shares of each class of common
               stock authorized; the number of shares of each class of
               common stock outstanding; and the number of such shares
               covered by all outstanding options, warrants, rights of
               conversion or purchase and other similar rights.

                    (b)  The charter or articles of incorporation and all
               amendments thereto for the Borrower and its Subsidiaries
               have been duly filed and are in proper order.  The Equity
               Interests of the Borrower, including the number of
               authorized, issued and outstanding shares of stock of the
               Borrower and each of its Subsidiaries, their par value, and
               the names of the holders thereof and the number of shares
               held by each holder, are as set forth in Schedule 5.2
               attached hereto.  All of the outstanding capital stock of
               the Borrower and each of its Subsidiaries has been validly
               issued in compliance with all federal and state securities
               laws, is fully paid and nonassessable and is free and clear
               of all mortgages, deeds of trust, pledges, liens, security
               interests and other charges or encumbrances, other than
               those created by the Loan Documents.

                    (c)  Except as set forth on Schedule 5.2, neither the
               Borrower nor any of its Subsidiaries is, or will on the
               Closing Date be, be subject to any obligation (contingent or
               otherwise) to repurchase or otherwise acquire or retire any
               shares of its capital stock.

                    (d)  The chief executive office of the Borrower is
               located at 807 East Turkeyfoot Lake Road, Akron, Ohio 44319.

               5.3  NO PARTNERSHIPS.  Neither the Borrower nor any
                    ---------------
          Subsidiary is a partner in any partnership or a joint venturer in
          any joint venture other than Controlled Power and Tri-Chem, Inc.

               5.4  REQUISITE POWER.  The Borrower has, and each Subsidiary
                    ---------------
          has, all requisite corporate power and all governmental licenses,
          permits, authorizations, consents and approvals necessary to own
          and operate its properties and to carry on its business as now
          conducted and as proposed to be conducted.  The Borrower has all
          requisite corporate power to borrow the sums provided for in this
          Agreement, and Borrower has, and each Subsidiary has, all
          requisite corporate power to execute, deliver, issue and perform
          this Agreement, the Notes, the other Loan Documents to which it
          is a party, and the Acquisition Documents.

               5.5  CORPORATE AUTHORIZATION.  All corporate action on the
                    -----------------------
          part of the Borrower and each Subsidiary and their respective
          directors and stockholders necessary for the authorization,
          execution and delivery and performance of this Agreement, the
          Notes and any of the Other Loan Documents has been duly taken and
          is in full force and effect.

               5.6  OFFICER AUTHORIZATION.  Each officer of the Borrower or
                    ---------------------
          any Subsidiary executing this Agreement, any of the other Loan
          Documents, or the Acquisition Documents is (as of the date of
          such execution) duly and properly in office and fully authorized
          to execute and deliver the same.

               5.7  BINDING NATURE.  This Agreement, the Notes, each of the
                    --------------
          other Loan Documents, and the Acquisition Documents is, or upon
          the execution thereof will be, a legal, valid and binding
          obligation of the Borrower, in full force and effect and
          enforceable in accordance with its respective terms, except for
          the effect of applicable laws regarding bankruptcy or insolvency
          or general principles of equity.

               5.8  NO CONFLICT.  Neither the execution nor delivery of
                    -----------
          this Agreement, the Notes, any of the other Loan Documents, or
          the Acquisition Documents, nor fulfillment of nor compliance with
          the terms and provisions hereof or thereof (a) conflicts with or
          result in a breach of any Governmental Requirement, or of any
          agreement or instrument binding upon the Borrower or any
          Subsidiary (other than any agreement requiring the consent of the
          other party thereto to the granting, pursuant to the Security
          Documents, of a lien on or security interest in the rights of the
          Borrower or such Subsidiary thereunder, where such consent has
          not been obtained), or conflict with or result in a breach of any
          provision of the Articles of Incorporation or Code of Regulations
          of the Borrower or any Subsidiary, or (b) results in the creation
          or imposition of any lien upon any property of the Borrower or
          any Subsidiary pursuant to any such agreement or instrument,
          except pursuant to this Agreement or any other Loan Documents. 
          No authorization, consent or approval or over action by, and no
          notice to or filing, with, any Governmental Authority is required
          to be obtained or made by the Borrower or any Subsidiary, other
          than those which will be obtained or made prior to the Closing
          Date, for the due execution, deliver and performance by the
          Borrower or any Subsidiary of this Agreement, the Notes or any of
          the other Loan Documents or for the validity or enforceability
          thereof.

               5.9  FINANCIAL STATEMENTS.  The Borrower has heretofore
                    --------------------
          furnished to the Lender the consolidated financial statements for
          Borrower and its Subsidiaries dated September 30, 1996 and
          preliminary income statements for the fiscal year ended December
          31, 1996 and the consolidated financial forecasts of Borrower and
          its Subsidiaries (the "Financial Statements").  Each of the
          Financial Statements was prepared in accordance with GAAP and, to
          the best knowledge of the Borrower, each of the Financial
          Statements fairly presents the financial condition and operations
          of the Borrower at such dates and the results of its operations
          for the respective periods then ended except for normal year-end
          audit adjustments.

               5.10 LITIGATION AND CONTINGENT LIABILITIES.  Except as set
                    -------------------------------------
          forth on the attached Schedule 5.10, there is no material action,
          suit, investigation, tax claim or proceeding pending or, to the
          knowledge of any corporate officer of the Borrower, threatened in
          writing against or affecting the Borrower or any Subsidiary or
          the property of the Borrower or any Subsidiary, including without
          limitation, the Acquisition Assets before any court, arbitrator
          or administrative or governmental body.

               5.11 NO EVENT OF DEFAULT.  No Event of Default or Incipient
                    -------------------
          Default has occurred and is continuing or would result from the
          execution of this Agreement that would have a Material Adverse
          Effect.

               5.12 TAX RETURNS AND TAX MATTERS.  The Borrower and each of
                    ---------------------------
          the Subsidiaries has filed all federal and state income,
          withholding, franchise and property tax returns which are
          required to be filed in the United States of America, and each
          has paid all taxes as shown on said returns and on all
          assessments received by it to the extent that such taxes have
          become due.  The Borrower has no knowledge of any proposed,
          asserted or assessed tax deficiency against it or any of its
          Subsidiaries, where any such deficiency or all such deficiencies,
          considered in the aggregate, would reasonably be expected to have
          a Material Adverse Effect.

               5.13 EMPLOYEE BENEFITS.
                    -----------------

                    (a)  PLANS MAINTAINED.  Except as set forth in Schedule
                         ----------------
          5.13 attached hereto, neither the Borrower nor, to the best
          knowledge of the Borrower, any ERISA Affiliate is a party to,
          contributes to or is obligated to contribute to any plans,
          programs, agreements, policies, commitments or other arrangements
          (whether or not set forth in a written document) in the following
          categories:

                         (i)  Any employee pension benefit plan, as defined
                    in Section 3(2) of ERISA, including (without
                    limitation) any multiemployer plan, as defined in
                    Section 3(37) of ERISA;

                         (ii) Any employee welfare plan, as defined in
                    Section 3(1) of ERISA;

                         (iii)     Any bonus, deferred-compensation,
                    incentive, restricted-stock, stock purchase, stock
                    option, stock appreciation right, phantom stock,
                    debenture, supplemental pension, profit-sharing,
                    commission, or similar plan or arrangement;

                         (iv) Any plan, program, agreement, policy,
                    commitment or other arrangement relating to severance
                    or termination pay, whether or not published or
                    generally known;

                         (v)  Any plan, program, agreement, policy,
                    commitment or other arrangement relating to the
                    provision of any benefit described in Section 3(1) of
                    ERISA to former employees or their survivors;

                         (vi) Any plan, program, agreement, policy,
                    commitment or other arrangement relating to loans or
                    other extension of credit, loan guarantees, relocation
                    assistance, educational assistance, tuition payments or
                    similar benefits; or

                         (vii)     Any other plan, program, agreement,
                    policy, commitment or other arrangement relating to
                    employee benefits, workers' compensation, executive
                    compensation or fringe benefits, including any plan
                    exempted from ERISA by virtue of section 4(b) thereof.

                    (b)  REPORTING AND DISCLOSURE.  With respect to each
                         ------------------------
          employee benefit plan (as defined in Section 3(3) of ERISA) which
          is listed in Schedule 5.13 attached hereto and which is subject
          to the reporting, disclosure and record retention requirements
          set forth in Part 1 of Subtitle B of Title I of ERISA and the
          regulations thereunder, each of such requirements has been fully
          met on a timely basis, except where instances of failing to do so
          would not, considered in the aggregate, have a Material Adverse
          Effect.

                    (c)  QUALIFICATION OF PLANS.  Each employee pension
                         ----------------------
          benefit plan (as defined in Section 3(2) of ERISA) which is
          listed in Schedule 5.13 attached hereto and which is neither an
          excess benefit plan (as defined in Section 3(36) of ERISA) nor a
          plan exempted under Section 4(b) or 201(2) of ERISA, meets all
          requirements for qualification under Section 401(a) of the Code
          and the regulations thereunder, except to the extent that such
          requirements may be satisfied by adopting retroactive amendments
          under Section 401 (b) of the Code and the regulations thereunder,
          under Section 1140 of the Tax Reform Act of 1986, or any other
          statute, regulation, administrative notice, procedure or other
          authority.  Each plan described in the preceding sentence is the
          subject of a determination letter which was issued by the
          Internal Revenue Service and which states that such plan meets
          such requirements.  Each such plan has in all material respects
          been administered in accordance with its terms and the applicable
          provisions of ERISA and the Code and the regulations thereunder.

                    (d)  FUNDING OF PENSION PLANS.  Except as listed in
                         ------------------------
          Schedule 5.13 attached hereto, there are no plans to which
          Section 412(a) of the Code applies.

                    (e)  TERMINATION OR WITHDRAWAL LIABILITY.  Except as
                         -----------------------------------
          set forth on Schedule 5.13 attached hereto, neither the Borrower
          nor, to the best knowledge of the Borrower, any ERISA Affiliate
          has any liability under Subtitle D or E of Title IV or ERISA (i)
          to the PBGC, (ii) to any multiemployer plan (as defined in
          Section 4001(a)(3) of ERISA), or (iii) to any trustee.  No event
          has occurred which, with the giving of notice under Sections 4063
          or 4219 of ERISA, would result in such liability.  Neither the
          Borrower nor, to the best knowledge of the Borrower, any such
          ERISA Affiliate has engaged in any transaction described in
          Section 4069 of ERISA.

                    (f)  CONTRIBUTIONS AND PREMIUMS.  All contributions,
                         --------------------------
          premiums or other payments due from the Borrower or, to the best
          knowledge of the Borrower, any ERISA Affiliate to (or under) any
          plan listed in Schedule 5.13 attached hereto have been fully paid
          or adequately provided for on the books and financial statements
          of the Borrower or such ERISA Affiliate.

                    (g)  PROHIBITED TRANSACTIONS.  With respect to each
                         -----------------------
          employee benefit plan (as defined in Section 3(3) of ERISA) which
          is listed in Schedule 5.13 attached hereto and which is subject
          to Part 4 of Subtitle B of Title I or ERISA, there does not now
          exist, nor has there existed within the four-year period ending
          on the date hereof, any act or omission which constitutes a
          violation of Sections 406 or 407 of ERISA and is not exempted by
          Section 408 of ERISA or which constitutes a violation of Section
          4975(c) of the Code and is not exempted by Section 4975(d) of the
          Code, except for violations which, considered in the aggregate,
          would not have a Material Adverse Effect.

                    (h)  COBRA.  The Borrower and all of its Subsidiaries
                         -----
          are in compliance with the requirements of the Title X of the
          Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"),
          as amended from time to time, except for violations which,
          considered in the aggregate, would not have a Material Adverse
          Effect.

               5.14 REAL PROPERTY.  The Borrower or a Subsidiary has good
                    -------------
          and marketable title in fee simple to all of the Owned Real
          Property, and as to leased properties has good leasehold title,
          in each case free from all liens, charges, mortgages, deeds of
          trust, security interests and encumbrances of any nature
          whatsoever, except for Permitted Encumbrances.  A true, correct
          and complete copy of each lease of real property to which the
          Borrower or any Subsidiary is a party and all modifications,
          amendments, supplements, and extensions thereof have been
          delivered by the Borrower to the Lender.  The Borrower and each
          Subsidiary enjoys peaceful and undisturbed possession under all
          such leases.  All of such leases are valid and subsisting and in
          full force and effect against Borrower and/or its
          Subsidiary(ies).  To the best of the Borrower's knowledge, no
          default exists under any lease of real property by it or any of
          its Subsidiaries which would give either party thereto the right
          to terminate such lease nor any circumstances which, if continued
          or on notice, could result in any such default, where all of such
          defaults in the aggregate would have a Material Adverse Effect. 
          Borrower has delivered, or will at Closing deliver, appropriate
          landlord consents and waivers, in such form as may be acceptable
          to Lender, in connection with any real property leased by
          Borrower or any of its Subsidiaries.

               5.15 OTHER PROPERTY.  The Borrower has good and marketable
                    --------------
          title to all of its properties and assets referred to in the
          Financial Statements, subject only to Permitted Encumbrances. 
          Such items of equipment, together with all items of equipment
          covered by leases (plus any items of equipment of which the
          Borrower or any of its Subsidiaries acquires ownership or in
          which the Borrower or any of its Subsidiaries acquires a
          leasehold interest after the Closing Date), constitute all such
          of the items of equipment necessary to conduct the business of
          the Borrower and its Subsidiaries.  Exclusive of items of
          equipment disposed of in the ordinary course of business, the
          Borrower has good and marketable title to all items of equipment,
          in each case free from all liens, charges, security interests and
          encumbrances of any nature whatsoever, except for Permitted
          Encumbrances.

               5.16 ENVIRONMENTAL MATTERS.  Except as disclosed on the
                    ---------------------
          attached Schedule 5.16, and except to the extent that no
          reasonable possibility exists that the failure of the following
          to be true and correct would result in a liability of the
          Borrower or its Subsidiaries that is material in amount:  (i) to
          the best knowledge of the Borrower, the properties and operations
          of the Borrower and each of its Subsidiaries comply in all
          material respects with all applicable Environmental Laws; (ii)
          none of the properties or operations of the Borrower or any of
          its Subsidiaries is subject to any judicial or administrative
          proceeding alleging the violation of the Environmental Law; (iii)
          none of the properties or operations of the Borrower or any of
          its Subsidiaries is the subject of any federal or state
          investigation concerning any sue or release of any Hazardous
          Substance, except for any such investigation conducted entirely
          without notice to the Borrower or any of its Subsidiaries,
          without entry to any facility of the Borrower or any of its
          Subsidiaries, and of which neither the Borrower nor any of its
          Subsidiaries has any knowledge; (iv) neither the Borrower nor any
          of its Subsidiaries has filed any notice under any federal or
          state law indicating past or present treatment, storage or
          disposal of a hazardous waste or reporting a spill or release or
          a Hazardous Substance in to the environment; (v) to the best
          knowledge of the Borrower, neither the Borrower nor any of its
          Subsidiaries has any contingent liability in connection with any
          release of any Hazardous Substance into the environment and no
          release which could require remediation has occurred; (vi) none
          of the Borrower's or any of its Subsidiaries' operations involve
          the generation, transportation, treatment, storage or disposal of
          Hazardous Substances; (vii) neither the Borrower nor any of its
          Subsidiaries has disposed of any Hazardous Substances in, on or
          about any premises owned, leased or used by the Borrower or any
          of its Subsidiaries and, to the best of the Borrower's knowledge,
          neither has any lessee, prior owner, or other Person; (viii) no
          surface impoundments or, to the best of the Borrower's knowledge,
          underground storage tanks are located in, on or about any of the
          premises owned, leased or used by the Borrower or any of its
          Subsidiaries; and (ix) no lien in favor of any Governmental
          Authority for (A) any liability under Environment Laws, or (B)
          damages arising from or costs incurred by such Governmental
          Authority in response to a release of any Hazardous Substance
          into the environment has been filed or attached to any of the
          premises owned, leased or used by the Borrower or any of its
          Subsidiaries.

               5.17 CONTRACTS.  Borrower has delivered to Lender a true,
                    ---------
          correct and complete copy of each material contract or other
          commitment of the Borrower or any of its Subsidiaries which does
          not contemplate completion of performance by either party within
          one (1) year, or which was not entered into in the ordinary
          course of business.  Each such contract or other commitment of
          the Borrower or any of its Subsidiaries was in effect as of the
          Closing Date.  Performance by the parties to all contracts and
          other commitments of the Borrower and its Subsidiaries would not
          in the aggregate have a Material Adverse Effect.  Neither the
          Borrower nor any of its Subsidiaries is in default in any
          material respect under any such contract, and there are no
          presently existing facts or circumstances which, if continued or
          on notice, could reasonably be expected to result in such a
          default under such agreements.  Neither the Borrower nor any of
          its Subsidiaries is in default in any material respect under the
          provisions of any contract or commitment with a part which
          contemplates completion of performance by either party within one
          (1) year, and there are no presently existing facts or conditions
          which, with the giving of notice or passage of time (or both),
          could result in such a default under any provision of any such
          contract or commitment, where all of such defaults in the
          aggregate could reasonably be expected to result in a Material
          Adverse Effect.

               5.18 INTELLECTUAL PROPERTY.  To the best knowledge of the
                    ---------------------
          Borrower, the Borrower and each of its Subsidiaries has all
          patents, licenses, trademarks, trademark rights, trade names,
          trade name rights, copyrights, permits and franchises which are
          required in order for it to conduct its business and to operate
          its properties as they have historically been conducted or
          operated without known conflict with the rights of others. 
          Schedule 5.18 attached hereto contains a complete and correct
          list of all material patents, copyrights, trademarks, licenses,
          service marks, trade names and other similar rights (the
          "Intellectual Property Rights") owned or used by the Borrower or
          any of its Subsidiaries, showing for each item the owner thereof
          and, for patents and trademarks, if registered, each registration
          in the United States Patent and Trademark Office and each foreign
          registration.  Except as disclosed in such Schedule, no
          proceedings have been instituted or are pending or have been
          threatened in writing which challenge the validity, ownership or
          use of any such Intellectual Property Rights.  Except as
          disclosed in such Schedule, to the best knowledge of the
          Borrower, no infringement of any Intellectual Property Right of
          any third party has occurred or will result in any way from the
          operations or business of the Borrower or any of its
          Subsidiaries, and no claim has been made by any such third party
          based on allegation of any such infringement.

               5.19 EMPLOYMENT AGREEMENTS AND RELATIONS.  Other than
                    -----------------------------------
          collective bargaining agreements entered into by Borrower in the
          ordinary course of its business, neither the Borrower nor any of
          its Subsidiaries was a party to any employment agreement or
          collective bargaining agreement as of the Closing Date.  Except
          as contemplated by the Merger Agreement (which contemplates and
          provides for employment agreements with Kukk and Ernest
          Rochester), Borrower is not obligated to assume or become liable
          for any employment agreement.  Neither the Borrower nor any of
          its Subsidiaries has made, obligated itself to make, renewed,
          extended, or otherwise modified or amended any previous agreement
          to make any excess parachute payment as defined in Section 280G
          of the Code.  To the best knowledge of the Borrower, during the
          four (4) years preceding the Closing Date there was or were no
          (a) attempt by any union or other labor organization to organize
          any employees of the Borrower or any of its Subsidiaries, or (b)
          strikes or shutdowns resulting from labor activity or (c)
          concerted work stoppages or concerted slowdowns of any nature or
          length of time, at any plant or other facility owned or operated
          by the Borrower.

               5.20 INSURANCE.  Schedule 5.20 attached hereto contains a
                    ---------
          complete and accurate list, as of the Closing Date, of all
          insurance maintained by the Borrower or any of its Subsidiaries,
          including, but not limited to fire, public liability, property
          damage, products liability and workmen's compensation.  The
          Borrower and each of its Subsidiaries maintain such insurance
          with insurers duly licensed in the applicable jurisdictions, in
          such amounts and against such risks and losses as are deemed
          reasonable by Borrower for their businesses and properties.  All
          such insurance is in full force and effect and all premiums with
          respect thereto have been paid to the date hereof or paid in
          accordance with payment schedules previously applicable thereto.

               5.21 PROPERTY CONDITION.  All of the Property of the
                    ------------------
          Borrower and its Subsidiaries used in connection with their
          respective businesses is in good operating condition, usable in
          the ordinary course of their respective businesses, in a state of
          reasonable maintenance and repair, ordinary wear and tear
          excluded, and adequate for the operation of their respective
          businesses.

               5.22 COMPLIANCE WITH LAWS.  The Borrower and each of its
                    --------------------
          Subsidiaries are in compliance with all Governmental Requirements
          applicable to their properties, assets and business with only
          such exceptions as in the aggregate have no reasonable likelihood
          to cause a Material Adverse Effect.  There are no proceedings
          pending or, to the best of their knowledge, threatened, to
          terminate or modify any Governmental Approvals.

               5.23 COMMITMENTS.  To the best knowledge of the Borrower, no
                    -----------
          outstanding purchase commitment by the Borrower or any of its
          Subsidiaries is materially in excess of the normal, ordinary and
          usual requirements of their respective businesses, nor is any
          such purchase commitment at a price or prices materially in
          excess of market prices existing at the time such commitment was
          made or upon terms materially different from past practices.

               5.24 FINANCIAL AND OTHER INFORMATION.  The Borrower has
                    -------------------------------
          furnished to the Lender certain information including, but not
          limited to, the Financial Statements.  There are no statements or
          conclusions therein which, when taken as a whole, in light of the
          circumstances then existing, to the best knowledge and belief of
          the Borrower, are based upon or include misleading information or
          fail to take into account material information regarding the
          matters covered therein.  The projections provided to Lender in
          the Financial Statements were prepared with reasonable care on
          the basis of the assumptions stated therein and said assumptions
          are reasonable in light of the current business conditions.  It
          is understood that no representation or warranty is made by the
          Borrower concerning any predictions, forecasts, estimates, or any
          other analyses prepared by or on behalf of the Borrower or one of
          its Subsidiaries, which are dependent on future events, except
          that such predictions, forecasts, estimates and analyses were
          prepared with reasonable care.  There is no fact known to the
          Borrower (other than matters of a general economic nature) which
          the Borrower reasonably believes would materially adversely
          affect the business, operation, assets, prospects or conditions
          of the Borrower and its Subsidiaries, taken as whole, which has
          not been disclosed in the Loan Documents or in other documents
          furnished to the Lender in connection with this Agreement. 
          Neither the business nor the assets nor the operations of the
          Borrower or any of its Subsidiaries are presently affected by any
          fire, explosion, accident, strike, lockout or other labor
          dispute, drought, storm, hail, earthquake, embargo, act of God or
          of the public enemy, or other casualty (irrespective of whether
          covered by insurance), which materially and adversely affects the
          business, operations, assets, prospects or condition (financial
          or otherwise) of the Borrower and its Subsidiaries, taken as a
          whole.  To the best knowledge of the Borrower after reasonable
          investigation, the representations, warranties and agreements
          contained in the Merger Documents are true, accurate and complete
          in all respects and no statement in any document, certificate or
          other instrument furnished or to be furnished to the Borrower in
          connection with the Merger Transaction contemplated by the
          Acquisition Agreement, taken together, contains or will contain
          any untrue statement of a material fact or omits or will omit to
          state any material fact which is necessary to make the statements
          contained therein not misleading.

               5.25 EXISTING DEFAULTS.  Neither the Borrower nor any of its
                    -----------------
          Subsidiaries is in default under any mortgage, lease, indenture,
          deed of trust or any other agreement or instrument to which it is
          a party or by which it or any of its properties may be bound,
          except where all such defaults, considered in the aggregate,
          could not reasonably be expected to have a Material Adverse
          Effect.  Neither the Borrower nor any of its Subsidiaries is in
          violation of any law, ordinances, rule, regulation, order, writ,
          judgment, injunction or decree to which it or any of its
          properties is subject, except where all such violations,
          considered in the aggregate, could not reasonably be expected to
          have a Material Adverse Effect.

               5.26 STATUTORY REGULATION.  Neither the Borrower nor any of
                    --------------------
          its Subsidiaries is an investment company within the meaning of
          the Investment Company Act of 1940, as amended, and is not,
          directly or indirectly, controlled by or acting on behalf of any
          person which is an investment company, within the meaning of said
          Act.  Neither the Borrower nor any of its Subsidiaries is subject
          to any state law or regulation regulating public utilities or
          similar entities, and is not, within the meaning of the Public
          Utility Holding Company Act of 1935, as amended, (a) a holding
          company; (b) a subsidiary or affiliate of a holding company; or
          (c) a public utility.  Neither the Borrower nor any of its
          Subsidiaries is subject to regulation under the Interstate
          Commerce Act or the Federal Power Act or any other federal or
          state statute or regulation limiting or placing conditions upon
          their respective power or right to borrow money.

               5.27 BURDENSOME AGREEMENTS.  To the best of Borrower's
                    ---------------------
          knowledge, neither the Borrower nor any of its Subsidiaries is a
          party to an unduly burdensome agreement or undertaking, or is
          subject to any unduly burdensome court order, writ, injunction or
          decree of any court or any governmental instrumentality, domestic
          or foreign.

               5.28 REGULATION U.  Neither the Borrower nor any of its
                    ------------
          Subsidiaries is engaged principally, nor as one of its important
          activities, in the business of extending credit for the purpose
          of purchasing or carrying any margin stock (within the meaning of
          Regulation U of the Board of Governors of the Federal Reserve
          System of the United States).  No part of the proceeds of the
          Loans will be used to purchase or carry any such margin stock or
          to extend credit to others for the purpose of purchasing or
          carrying any such margin stock.  No part of the proceeds of the
          Loans will be used for any purpose which violates, or which is
          inconsistent with, the provisions of Regulation G, T, U or X of
          said Board of Governors.

               5.29 LIENS.  Except for Permitted Encumbrances, all liens
                    -----
          granted in favor of the Lender by the Borrower as described in
          this Agreement and the other Loan Documents shall constitute
          first liens on the relevant property.

               5.30 FISCAL YEAR.  The fiscal year of the Borrower and each
                    -----------
          of its Subsidiaries consists of a calendar year.  The Borrower's
          most recently-completed fiscal year ended on December 31, 1996. 
          Borrower has informed Lender that Borrower and its Subsidiaries
          will change the fiscal year to a year end of November 30, 1997,
          and Lender hereby consents to the change of fiscal year.

               5.31 SUBORDINATED DEBT DOCUMENTS.  The Subordinated Debt
                    ---------------------------
          Documents set forth the entire agreement between the Borrower and
          the holders of the Subordinated Debt Obligations relating to the
          Subordinated Debt Obligations.

               5.32 SOLVENCY.  As of the Closing Date and after giving
                    --------
          effect to the transactions contemplated by this Agreement and the
          other Loan Documents, including all of the Loans made hereunder,
          the Borrower and each of the Subsidiaries were Solvent.


                                      ARTICLE 6
                                      ---------

                                AFFIRMATIVE COVENANTS
                                ---------------------

               The Borrower covenants and agrees that so long as any
          principal of and/or interest accrued on any Loan is unpaid it
          will comply with and, if applicable, cause each of its
          Subsidiaries to comply with the following provisions:

               6.1  ACCOUNTING RECORDS.  The Borrower and each Subsidiary
                    ------------------
          shall maintain adequate books and accounts in accordance with
          sound business practice and GAAP consistently applied.  As soon
          as possible, and in any event within ten (10) calendar days after
          receipt of a written request from Lender, the Borrower and each
          Subsidiary shall furnish to the Lender any information regarding
          their business or finances as the Lender may reasonably request. 
          Upon reasonable request of the Lender and for good cause, the
          Borrower will extend its cooperation and assistance and comply
          with the requests of the Lender or its representative in
          connection with any number of audits during any fiscal year
          regarding the Collateral and will furnish any information
          reasonably requested in respect thereof, including, without
          limitation, appraisals of the Collateral, lien search reports and
          physical counts.  The Borrower will pay all reasonable
          out-of-pocket expenses of the Lender in connection with a maximum
          of one (1) such audit per fiscal year.

               6.2  FINANCIAL STATEMENTS AND NOTICES.  The Borrower shall
                    --------------------------------
          furnish to the Lender the following financial statements and
          notices:

                    (a)  As soon as available but in any case within
               forty-five (45) days after the close of each quarter in
               Borrower's fiscal year, commencing with the quarter ending
               May 31, 1997, a copy of the unaudited balance sheet and
               income statement for such period. 

                    (b)  Within ninety (90) calendar days after the close
               of each fiscal year, a copy of the annual audit report for
               such year for the Borrower, including therein (i) a
               consolidated statement of stockholders' equity for such
               fiscal year; (ii) a consolidated statement of changes in
               financial position or statement of cash flows for such
               fiscal year, (iii) a consolidated income statement of the
               Borrower and its Subsidiaries for such fiscal year, and (iv)
               a consolidated balance sheet of the Borrower and its
               Subsidiaries as of the end of such fiscal year.  The
               consolidated income statements, consolidated statement of
               changes in financial position or statement of cash flows,
               and balance sheets shall be audited by independent certified
               public accountants reasonably acceptable to the Lender, and
               shall be certified by such accountants as having been
               prepared in accordance with GAAP consistently applied and
               such accountants report shall be unqualified.  Such
               accountants shall also certify to the Lender that in the
               course of the regular annual examination of the business of
               the Borrower and its Subsidiaries, which examination was
               conducted by such accountants in accordance with generally
               accepted auditing standards, such accountants have obtained
               no knowledge that an Event of Default, or an Incipient
               Default, has occurred in connection with any of the
               Financial Tests set forth in Section 6.22 and is continuing
               as of the date of certification, or if, in the opinion of
               such accountants, an Event of Default or an Incipient
               Default has occurred in connection with any of the Financial
               Tests set forth in Section 6.22 and is continuing, a
               statement as to the nature thereof.

                    (c)  Contemporaneously with each of the financial
               reports required by the foregoing subsections (a) and (b),
               certificates in the form of each of Exhibits 6.2.1 and 6.2.2
               attached hereto;

                    (d)  Promptly after they are sent, made available or
               filed, copies of all material reports, proxy statements and
               financial statements that the Borrower sends or makes
               available to its stockholders and all registration
               statements and reports that the Borrower files with the
               Securities and Exchange Commission, or any other
               governmental official, agency or authority;

                    (e)  Promptly but in no event later than ten (10)
               Banking Days after a Responsible Officer obtains actual
               knowledge of (i) the occurrence of an Event of Default or an
               Incipient Default, or (ii) any default or Event of Default
               as defined in any evidence of Indebtedness or under any
               material agreement, indenture or other instrument under
               which such evidence of Indebtedness has been issued, whether
               or not such indebtedness is accelerated or such default
               waived, the Borrower shall notify the Lender thereof, and
               within ten (10) Banking Days after obtaining such knowledge,
               a statement of a Responsible Officer setting forth details
               of such Event of Default or Incipient Default and the action
               which the Borrower proposes to take with respect thereto;

                    (f)  As soon as available, any written report involving
               the Borrower's internal controls submitted to the Borrower
               by its independent certified public accountants with its
               annual or interim special audit of the financial condition
               of the Borrower;

                    (g)  Promptly but in no event later than five (5)
               Banking Days after a Responsible Officer learns thereof,
               written notice of any actual or threatened claims,
               litigation, suits, investigations, proceedings or disputes
               against or affecting the Borrower or any of its Subsidiaries
               which may have a Material Adverse Effect, including, without
               limitation:  (i) any claim, litigation, suit, investigation,
               proceeding or dispute involving a monetary amount in excess
               of Two Hundred Fifty Thousand Dollars ($250,000.00), whether
               or not covered by insurance; (ii) any labor controversy
               which is reasonably expected to result in a strike against
               the Borrower or any of its Subsidiaries; (iii) any proposal
               by any public authority to acquire any of the assets or
               business of the Borrower or any of its Subsidiaries, other
               than in the ordinary course of Borrower's business; (iv) any
               investigation or proceeding before or by any administrative
               or governmental agency, the effect of which could reasonably
               be expected to limit, prohibit or restrict in any material
               respect the manner in which the Borrower or any of its
               Subsidiaries currently conducts its business or to declare
               any substance contained in the products manufactured or
               distributed by the Borrower or any of its Subsidiaries to be
               dangerous; (v) any summons, citation, directive, notice,
               complaint, letter or other communication, whether oral or
               written, from any person concerning any alleged material
               violation by the Borrower, or any predecessor of the
               Borrower, or any of its Subsidiaries, of any applicable
               federal, state or local environmental, health or safety
               statutes or regulations which has a reasonable possibility
               to materially affect any of the properties or the operations
               of the Borrower or such Subsidiary or any alleged material
               noncompliance of any of the properties or the operations of
               the Borrower or such Subsidiary therewith; or (vi) any
               investigation of or request for information from the
               Borrower or any of its Subsidiaries relating to the
               handling, storage or disposal of any Hazardous Substance, or
               the release thereof into the environment, by the Borrower or
               such Subsidiary or any of their predecessors or any other
               Person, which investigation or request is other than routine
               or in response to Borrower's application for renewal of a
               permit;

                    (h)  Not later than ten (10) calendar days after
               request by the Lender therefor, a copy of the working papers
               for any of the Borrower's Subsidiaries used by the Borrower
               in its preparation of consolidated financial statements for
               itself and its Subsidiaries;

                    (i)  Within ninety (90) calendar days after the close
               of each fiscal year and, if prepared, within ten (10) days
               following such preparation if prepared for a fiscal quarter,
               an operating and capital budget for the Borrower and each
               Subsidiary showing cash flow projections and projected
               capital expenditures for the following fiscal year or
               quarter, as the case may be;

                    (j)  Within five (5) Banking Days after the management
               of the Borrower obtains knowledge that a Material Adverse
               Change has occurred in its business, properties or its
               condition, financial or otherwise, a statement of an
               Authorized Officer of the Borrower setting forth details of
               such Material Adverse Change and the action which the
               Borrower proposes to take with respect thereto;

                    (k)  Immediately after a Responsible Officer obtains
               actual knowledge thereof, report to the Lender all matters
               materially affecting the value, enforceability or
               collectibility of any material portion of the Receivables or
               Inventory including, without limitation, the Borrower's
               reclamation or repossession of, or the return to the
               Borrower of, a material amount of goods or claims or
               disputes asserted by any Account Debtor or other obligor;
               and

                    (l)  Within five (5) Banking Days after the management
               of the Borrower acquires knowledge of the entry of a
               judgment against the Borrower in excess of Fifty Thousand
               Dollars ($50,000), a statement of an Authorized Officer of
               the Borrower setting forth the amount of such judgment, the
               parties to such action and whether an appeal is to be taken;
               and

               6.3  WITHHOLDING TAXES.  Within ten (10) calendar days of
                    -----------------
          the Lender's request therefor, the Borrower and its Subsidiaries
          shall furnish to the Lender proof satisfactory to the Lender that
          the Borrower and its Subsidiaries have complied with their
          obligations to make deposits for FICA and withholding taxes.

               6.4  ACCESS.  The Borrower and each of its Subsidiaries
                    ------
          shall permit the Lender, at such reasonable times and intervals
          as the Lender may designate upon reasonable notice, at its own
          expense (unless as part of an audit of the Collateral as provided
          in Section 6.1), by and through the representatives and agents of
          the Lender, to inspect, audit and examine its books and records,
          to make copies thereof, to discuss its affairs, finances and
          accounts with their respective officers and independent public
          accountants, and to visit and inspect their respective
          properties.

               6.5  CORPORATE EXISTENCE.  The Borrower and each of its
                    -------------------
          Subsidiaries shall preserve and maintain their respective
          corporate existences and all of their licenses, privileges and
          franchises and other rights necessary or desirable in the normal
          course of their businesses, except that any of the Borrower's
          Subsidiaries may be merged into the Borrower.

               6.6  QUALIFICATIONS TO DO BUSINESS.  The Borrower shall
                    -----------------------------
          qualify to do business and shall be and remain in good standing
          in each jurisdiction in which the nature of its business requires
          it to be so qualified, except where the failure to so qualify
          would not in the aggregate have a Material Adverse Effect.

               6.7  COMPLIANCE WITH LAWS.  The Borrower and its
                    --------------------
          Subsidiaries shall comply with all Governmental Requirements
          except where the failure to do so could not reasonably be
          expected to have a Material Adverse Effect.

               6.8  MATERIAL AGREEMENTS.  The Borrower and its Subsidiaries
                    -------------------
          shall comply in all respects with the terms of each agreement to
          which any of them is a party, except where all instances of any
          failure to so comply would not, in the aggregate, have a Material
          Adverse Effect.

               6.9  INSURANCE.  The Borrower and its Subsidiaries shall
                    ---------
          maintain in full force and effect insurance of the types
          customarily carried in their respective lines of business,
          including, but not limited to, fire, public liability, property
          damage, products liability and workers' compensation insurance;
          provided, however, that Borrower and its Subsidiaries may
          self-insure for workers compensation claims in those states where
          such self-insurance is permitted.  All such insurance shall be
          carried with companies, under policies and in amounts which are
          customary and reasonable in the industry and reasonably
          satisfactory to the Lender.  The Borrower and its Subsidiaries
          shall maintain and keep in full force and effect property damage
          insurance (including a lender's loss payable endorsement in favor
          of the Lender and in form and substance satisfactory to the
          Lender) covering Inventory and their respective Fixed Assets. 
          All policies of liability insurance shall name the Lender as a
          first mortgagee, loss payee, and/or additional insured, as the
          Lender shall direct.  Within ten (10) calendar days of the
          Lender's request therefor, the Borrower and the Subsidiaries
          shall deliver or cause to be delivered to the Lender, but in any
          event concurrently with the financial information required to be
          delivered pursuant to Section 6.2(c), schedules identifying all
          insurance then in effect and certificates evidencing such
          insurance.

               6.10 FACILITIES.  The Borrower and its Subsidiaries shall
                    ----------
          keep the material properties used in their respective businesses
          in good repair, working order and condition, and from time to
          time shall make necessary repairs or replacements thereto so that
          their property shall be maintained adequately for its intended
          use.

               6.11 TAXES AND OTHER LIABILITIES.  The Borrower and its
                    ---------------------------
           Subsidiaries shall pay and discharge when due any and all
          indebtedness, obligations, assessments and real and personal
          property taxes, including, but not limited to, federal and state
          income and personal and real property taxes, except as may be
          subject to good faith contest or as to which a bona fide dispute
          may arise; provided, however, that adequate reserves in
                     --------  -------
          accordance with GAAP or other provision is made to the reasonable
          satisfaction of the Lender for prompt payment thereof in the
          event that it is found that the same are its obligation.

               6.12 GOVERNMENTAL APPROVALS.  Except where there exists no
                    ----------------------
          reasonable possibility that failure to do so would have a
          Material Adverse Effect, the Borrower and its Subsidiaries shall
          apply for, diligently pursue, and obtain or cause to be obtained,
          and shall thereafter maintain in full force and effect all
          Governmental Approvals that shall now or hereafter be necessary
          under any Governmental Requirement (a) for land use, public and
          employee health and safety, pollution or protection of the
          environment, (b) for the grant by the Borrower or any of its
          Subsidiaries of the security interests and liens granted by any
          of the Security Documents and for the validity and enforceability
          thereof, or for the perfection of Lender's rights and remedies
          thereunder, and (c) for the operation of the business of the
          Borrower and its Subsidiaries.  The Borrower shall notify the
          Lender within five (5) days after a Responsible Officer receives
          actual knowledge of, and shall provide the Lender with a copy of
          all notices relating to, any denial, suspension, revocation or
          granting of any material Governmental Approvals.

               6.13 COMPLIANCE WITH GOVERNMENTAL APPROVALS AND GOVERNMENTAL
                    -------------------------------------------------------

          REQUIREMENTS.  Except where the failure to do so could not
          ------------
          reasonably be expected to have a Material Adverse Effect, the
          Borrower and each of its Subsidiaries shall comply with all terms
          and conditions of all Governmental Approvals and with all other
          limitations, restrictions, obligations, schedules, timetables and
          reporting requirements in any Governmental Requirements.  The
          Borrower and its Subsidiaries shall not intentionally interfere
          with or prevent material compliance with, or give rise to any
          common law, civil or criminal liability related to the
          manufacture, processing, distribution, use, treatment, storage,
          disposal, transport, handling or the presence, emission,
          discharge, release or threatened release into or in the air,
          land, surface water, groundwater, personal property or
          structures, wherever located, of any Hazardous Substance.

               6.14 PREVENT CONTAMINATION.  The Borrower and its
                    ---------------------
          Subsidiaries shall conduct their operations on their Property in
          such a way as to prevent material contamination of any part of
          the Property by any Hazardous Substance.  The Borrower and its
          Subsidiaries shall manage all Hazardous Substances in a manner
          that does not require a Hazardous Waste Facility Permit (unless a
          permit or approval is required for a process change and such
          permit or approval is obtained), and in compliance in all
          material respects with all Governmental Requirements and
          Governmental Approvals.  The Borrower and its Subsidiaries shall
          not permit any other Person to, emit, release or discharge into
          air, soil, surface water or groundwater on, over, or in any
          property or facilities owned or leased by Borrower, any Hazardous
          Substance in excess of permitted levels or reportable quantities,
          or other concentrations, standards, or limitations under any
          Governmental Requirements or Governmental Approvals.

               6.15 NOTICE OF RELEASE.  Unless there is no reasonable
                    -----------------
          possibility that any of the following occurrences could have a
          Material Adverse Effect, the Borrower shall promptly notify the
          Lender of any leaching, leak, drop, spill, discharge, release,
          emission or other contamination by any Hazardous Substance in
          violation of any law or which requires notification of a
          governmental body pursuant to any Governmental Requirement or
          requires any Governmental Approval.  The Borrower or its affected
          Subsidiary shall, without waiving any defenses it may have
          against any third-party claim, or assertion of a claim against a
          third party, assume full financial and other responsibility for
          (a) the prompt remedy, removal, or cleanup of such leaching,
          leak, drip, spill, discharge, release, emission or contamination,
          as required by any Governmental Requirement; and (b) the
          generation, storage, use and transportation of any Hazardous
          Substance in connection with its business.

               6.16 NOTICE TO THE LENDER.  The Borrower shall promptly give
                    --------------------
          written notice to the Lender of any proceeding or order before
          any court or administrative body requiring the Borrower or any of
          its Subsidiaries to comply with any Environmental Law or
          Governmental Requirement or to clean up, remove or otherwise
          remediate any condition in, on or about the Property of the
          Borrower and its Subsidiaries.

               6.17 PENSION INCREASES.  Except with respect to plans
                    -----------------
          maintained pursuant to collective bargaining agreements, without
          the prior written consent of the Lender, which consent shall not
          be unreasonably withheld, the Borrower shall not, and shall use
          its best efforts to not permit any ERISA Affiliate to:

                    (a)  Adopt, or commence contributions to, any new plan
               that would be subject to Title IV of ERISA; or

                    (b) Except as necessary to comply with applicable
               Governmental Requirements, adopt any amendment to any plan
               which is maintained by the Borrower or such ERISA Affiliate
               and which is subject to Title IV of ERISA, if such amendment
               would result in a material increase in benefits or unfunded
               liabilities.

               6.18 TAX QUALIFICATION.  For each pension plan (as defined
                    -----------------
          in section 3(2) of ERISA) which is maintained or hereafter
          adopted by the Borrower or any ERISA Affiliate and which is
          intended to be qualified under Section 401 (a) of the Code, the
          Borrower shall, or shall use its best efforts to cause such ERISA
          Affiliate to:

                    (a)  Use its best efforts to seek and receive
               determination letters from the Internal Revenue Service
               stating that such plan, or any material amendment to such
               plan, meets the requirements for qualification under section
               401(a) of the Code, unless there is no reasonable
               possibility that the failure to do so would have a Material
               Adverse Effect;

                    (b)  Use its best efforts to cause such plan to meet
               such requirements in operation and to be administered in all
               material respects in accordance with the requirements of the
               Code and ERlSA; and

                    (c)  Refrain from taking any action that would cause
               such plan to lose its qualification under Section 401(a) of
               the Code or to violate the requirements of the Code or ERISA
               in any material respect.

               6.19 NOTIFICATION BY THE BORROWER.  As soon as possible, and
                    ----------------------------
          in any event within ten (10) calendar days, after the Borrower or
          any ERISA Affiliate knows or has reason to know that any of the
          following events has occurred, the Borrower shall, or shall use
          its best efforts to cause such ERISA Affiliate to, deliver to the
          Lender a statement of a Responsible Officer describing such event
          and any action that it proposes to take with respect thereto:

                    (a)  Any reportable event (as defined in Section 4043
               of ERISA) with respect to a plan maintained by the Borrower
               or any ERISA Affiliate, other than a reportable event for
               which the 30-day notice requirement under ERISA has been
               waived in regulations of the PBGC;

                    (b)  The withdrawal of the Borrower or any ERISA
               Affiliate from a plan subject to Title IV of ERISA during a
               plan year in which it was a substantial employer (as defined
               in Section 4001 (a)(2) of ERISA) with respect to such plan;

                    (c)  The filing by the Borrower or any ERISA Affiliate
               with the PBGC of a notice of intent to terminate a plan;

                    (d)  The treatment of a plan amendment adopted by the
               Borrower or any ERISA Affiliate as a plan termination under
               Section 4041(e) of ERISA;

                    (e)  The institution of proceedings by the PBGC to
               terminate any plan maintained by the Borrower or any ERISA
               Affiliate or to have a trustee appointed to administer such
               plan, or receipt of notice of any intention by the PBGC to
               do so;

                    (f)  Any event or condition which would constitute
               grounds under Section 4042 of ERISA for the termination of,
               or the appointment of a trustee to administer, any plan
               maintained by the Borrower or any ERISA Affiliate;

                    (g)  The filing of a request for a minimum funding
               waiver under Section 412 of the Code with respect to any
               plan maintained by the Borrower or any ERISA Affiliate;

                    (h)  The receipt by the Borrower or any ERISA Affiliate
               of a demand for withdrawal liability under Sections 4129 and
               4202 of ERISA;

                    (i)  The adoption of any new pension plan (as defined
               in section 3(2) of ERISA) which is subject to Title IV of
               ERISA or Section 412 of the Code by the Borrower or any
               ERISA Affiliate;

                    (j)  The adoption of any amendment to any pension plan
               (as defined in Section 3(2) of ERISA) which is subject to
               Title IV of ERISA or section 412 of the Code maintained by
               the Borrower or any ERISA Affiliate, if such amendment
               results in a material increase in benefits or unfunded
               liabilities; or

                    (k)  The commencencement or contributions by the
               Borrower or any ERISA Affiliate to any pension plan (as
               defined in Section 3(2) of ERISA) which is subject to Title
               IV of ERISA or Section 412 of the Code to which it
               previously did not contribute.

               6.20 ERISA INFORMATION.  As soon as possible, and in any
                    -----------------
          event within ten (10) calendar days after receipt of a written
          request from the Lender, the Borrower shall deliver, and shall
          use its best efforts to cause any ERISA Affiliate to deliver, to
          the Lender the following information or documents, as requested
          by the Lender:

                    (a)  A copy of any report, description or other
               document filed with any governmental agency with respect to
               any plan (as defined in section 3(3) of ERISA) maintained by
               the Borrower or any ERISA Affiliate;

                    (b)  A copy of any notice, determination letter, ruling
               or opinion that the Borrower or any ERISA Affiliate receives
               from any governmental agency with respect to any such plan;
               and

                    (c)  Such other information concerning any such plan as
               the Lender may reasonably request.

               6.21 FUNDING.  The Borrower shall, and shall use its best
                    -------
          efforts to cause each ERISA Affiliate to, make all contributions
          that it is required to make by law or by any plan prior to the
          earliest date when statutory liens could be imposed under the
          Code or ERISA on any assets of the Borrower or any such ERISA
          Affiliate in order to satisfy payment of such contributions.  The
          Borrower shall not, and shall use its best efforts to not permit
          any ERISA Affiliate to, allow or suffer any statutory lien to be
          placed upon its assets under the Code or ERISA.

               6.22 FINANCIAL TESTS.  The Borrower shall:
                    ---------------

                    (a)  maintain from the Closing Date through May 30,
               1997, Consolidated Tangible Net Worth of not less than
               $9,000,000, maintain from May 31, 1997 through August 30,
               1997, Consolidated Tangible Net Worth of not less than
               $9,250,000 and maintain from August 31, 1997 through the
               Commitment Expiration Date, Consolidated Tangible Net Worth
               of not less than $9,500,000.

                    (b)  maintain at all times a ratio of Consolidated
               Liabilities to Consolidated Tangible Net Worth of not more
               than 6.25 to 1.0.

                    (c)  maintain at all times on its financial statements
               provided to Lender under Section 6.2, a ratio of year to
               date cumulative (EBITDA less Extraordinary Income) to year
               to date cumulative interest expense of no less than 2.00 to
               1.00.

               6.23 TAX RETURNS.  Borrower and its Subsidiaries shall
                    -----------
          promptly and timely file, with any available extensions, all
          federal, state and local tax returns, including, without
          limitation, income, sales, property and use taxes.

               6.24 REQUIRED FUTURE PERFECTION AND PERFORMANCE.  Within ten
                    ------------------------------------------
          (10) calendar days of Lender's reasonable request therefor, the
          Borrower and its Subsidiaries shall do all things and deliver all
          documents and instruments to perfect, protect and enforce the
          security interests and liens granted under the Security
          Documents.  Such acts may include, but shall not be limited to,
          the marking of the books and records of the Borrower and each of
          its Subsidiaries to show the Lender's security interests,
          obtaining the consent of Account Debtors to the assignment of
          accounts receivable in such form as the Lender may reasonably
          require, the execution and delivery of assignments of tax
          refunds, the execution and delivery of assignments of trademarks,
          trade narnes, patents and copyrights and other general
          intangibles, and the filing of financing statements under the
          Uniform Commercial Code and of other documents and instruments
          under other applicable laws, and the filing of assignments of
          financing statements showing the Borrower or the respective
          Subsidiary as secured party.  Borrower shall promptly after the
          Closing Date deliver or have delivered to the Lender the title
          insurance policies described in Section 4.1 (k) of this Loan
          Agreement.

               6.25 CHANGE OF LOCATION.  The Borrower shall notify the
                    ------------------
          Lender not later than thirty (30) calendar days in advance of the
          change in the location of any place of business of the Borrower
          or any of its Subsidiaries or of the establishment of any new, or
          the discontinuance of any existing, place of business of the
          Borrower or any of its Subsidiaries.

               6.26 RIGHTS UNDER MERGER DOCUMENTS.  The Borrower shall
                    -----------------------------
          obtain all consents and approvals of, make all filings and
          registrations with, and take any other action in respect of, all
          governmental agencies, authorities or instrumentalities required
          in order to consummate the transactions contemplated by the
          Merger Documents at or prior to the time when required, to
          maintain the same in full force and effect as required, except
          those, if any, the failure of which to obtain, give, file or take
          would not materially adversely affect the ability of the Borrower
          to perform its obligations under this Agreement, the Note or any
          of the other Loan Documents, or to consummate the transactions
          contemplated by the Merger Documents.  All actions pursuant to or
          in furtherance of the transactions contemplated by the Merger
          Documents will be taken in compliance in all material respects
          with all applicable laws.


                                      ARTICLE 7
                                      ---------

                                  Negative Covenants
                                  ------------------

               The Borrower covenants and agrees that so long as any
          principal of and/or interest accrued on any Loan is unpaid it
          will comply with and, if applicable, cause each of its
          Subsidiaries to comply with the following provisions:

               7.1  MERGERS AND CONTINUITY OF OPERATIONS.  Neither the
                    ------------------------------------
          Borrower nor any of its Subsidiaries shall enter into any merger,
          consolidation, reorganization or recapitalization, or any
          agreement to do any of the foregoing or reclassify any of its
          capital stock, except that any Subsidiary of the Borrower may be
          merged into the Borrower.  Borrower shall not cease operations,
          liquidate, transfer, acquire or consolidate with any other entity
          without the express written consent of Lender.

               7.2  CHANGE OF NAME OR BUSINESS.  Neither the Borrower nor
                    --------------------------
          any of its Subsidiaries shall change its name without at least
          thirty (30) days' prior notice to the Lender.  Neither the
          Borrower nor any of its Subsidiaries shall change the nature of
          its business or engage in any other business other than the
          businesses in which they are respectively engaged as of the
          Closing Date.

               7.3  STOCK.  Except as described in Schedule 5.2, neither
                    -----
          the Borrower nor any of its Subsidiaries shall issue any
          additional Equity Interest or repurchase, redeem or retire any
          Equity Interests.

               7.4  DIVIDENDS.  Etc.  Borrower shall not, directly or
                    ---------
          indirectly, make or declare any dividend (in cash, securities or
          any other form of property) on, or other payment or distribution
          on account of, or set aside assets for a sinking fund or other
          similar fund for purchase, or redeem, purchase, retire or
          otherwise acquire, any Equity Interest, or make any other
          distribution in respect thereof, whether in cash or other
          property.

               7.5  ACCOUNTING POLICIES.  Except as provided in Section
                    -------------------
          5.30 or in order to comply with GAAP, the Borrower shall not
          materially change any of its accounting policies or its fiscal
          year or the fiscal year of any of its Subsidiaries.

               7.6  INVESTMENTS.  Neither the Borrower nor any of its
                    -----------
          Subsidiaries shall make or permit to remain outstanding any
          Investment, except (a) Investments reflected in the Financial
          Statements and existing as of the Closing Date; (b) Investments
          in certificates of deposit issued by, and other deposits with any
          commercial bank organized under the laws of the United States or
          a state thereof having capital of at least One Hundred Million
          Dollars ($ 100,000,000); (c) Investments in short-term marketable
          obligations of the United States and in open market commercial
          paper given the highest credit rating by a national credit agency
          and maturing not more than one year from the creation thereof;
          and (d) Investments received in the settlement of any debt owing
          to the Borrower or any of its Subsidiaries, where such debt was
          incurred in the ordinary course of business.

               7.7  LIENS.  Neither the Borrower nor any of its
                    -----
          Subsidiaries shall mortgage, pledge, grant or permit to exist a
          security interest in, or lien upon, any of their respective
          assets of any kind now owned or hereafter required, or any income
          or profits therefrom, except for Permitted Encumbrances, or enter
          into any agreement to refrain from granting a lien (other than in
          connection with the granting or sufferance of a Permitted
          Encumbrance, provided that such agreement pertains only to the
                       --------
          property covered by the Permitted Encumbrance).

               7.8  GUARANTEES.  Except as permitted under this Agreement,
                    ----------
          neither the Borrower nor any of its Subsidiaries shall become
          liable, directly or indirectly, for any Contingent Obligation,
          except such liabilities incurred in the ordinary course of
          business.

               7.9  INDEBTEDNESS.  Neither the Borrower nor any of its
                    ------------
          Subsidiaries shall incur, create, assume or permit to exist any
          Indebtedness except:

                    (a)  Obligations;

                    (b)  the Subordinated Debt Obligations (subject to the
                         holder thereof executing a Subordination
                         Agreement);

                    (c)  trade indebtedness incurred in the ordinary course
                         of business;

                    (d)  Indebtedness where payment is secured by a
                         Permitted Encumbrance;

                    (e)  taxes, assessments and governmental charges or 
                                   levies which are not 

                
                    (f)  reserves  for  contingent  liabilities where  such
                         reserves are established  in accordance with GAAP;
                         and 

                    (g)  current  liabilities  incurred in  connection with
                         the obtaining of goods or services in the ordinary
                         course of business. 

               7.10 SALE OF ASSETS. Other than sales of Inventory in the
                    --------------
          ordinary  course  of  business  and sales  of  tangible  personal
          property in  any one fiscal  year for an  aggregate price of  not
          more than  One Hundred Thousand Dollars  ($100,000), the proceeds
          from  which  are  used by  the  Borrower  to  acquire replacement
          property of equivalent value and similar in kind to such tangible
          personal  property,   neither  the   Borrower  nor  any   of  its
          Subsidiaries shall sell, transfer,  lease or otherwise dispose of
          any  of their respective  assets (including, but  not limited to,
          sales, transfers,  leases or other dispositions  between or among
          any of  the Borrower and  its Subsidiaries), without  the express
          written consent of Lender. 

               7.11 CAPITAL EXPENDITURES. The Borrower and its Subsidiaries
                    --------------------
          shall not make Capital  Expenditures during the period commencing
          on  the  Closing Date  and  ending  Commitment Termination  Date,
          inclusive,  or  during any  fiscal  year  of Borrower  thereafter
          which,  in the  aggregate,  exceed Seven  Hundred Fifty  Thousand
          Dollars  ($750,000)  without  the  written  consent   of  Lender;
          provided, however, that Borrower's purchase of an Apelio III 376V
          Punch Laser  Combination Machine for $660,044 using  funds of the
          Loan  shall  not  be included  in  the  determination  of Capital
          Expenditures.. Upon the occurrence and during the continuation of
          any  Event  of  Default or  any  Incipient  Default, neither  the
          Borrower  nor any  of  its Subsidiaries  shall  make any  Capital
          Expenditure to which it is not already legally committed or enter
          into any new  commitment to make  any Capital Expenditure  except
          for  any such  capital expenditure  required to  comply with  any
          applicable Governmental Requirements. 

               7.12 OPERATING LEASES.   Except for the leases set forth on
                    ----------------
          the attached Schedule 7.12,  neither the Borrower nor any  of its
          Subsidiaries  shall enter  into,  extend or  renew any  operating
          lease  involving property  with  a cost  or  value in  excess  of
          Fifty-Thousand Dollars ($50,000.00)  without the express  written
          consent of Lender. 
               7.13 PREPAYMENT. Neither the Borrower nor any of its
                    ----------
          Subsidiaries shall  purchase or prepay  any Indebtedness  arising
          from borrowed money or any  Indebtedness secured by any Permitted
          Encumbrance except pursuant to Sections 2.3(c) and 2.3(d). 

               7.14 SALE-LEASE BACKS.  Neither the Borrower nor any of its
                    ----------------
          Subsidiaries shall enter into or become liable in connection with
          any sale-leaseback transaction. 

               7.15 TRANSACTIONS WITH AFFILIATES.  Except for  transactions
          or
                    ----------------------------
          relationships  existing  as  of  the Closing  Date,  neither  the
          Borrower  nor   any  of  its  Subsidiaries   shall,  directly  or
          indirectly, enter  into any  transaction or  permit to exist  any
          relationship with or  for the  benefit of an  Affiliate on  terms
          more favorable to the Affiliate  than would have been  obtainable
          in  arm's length dealings. After  the Closing Date,  but prior to
          the  Borrower   or  any  of  its  Subsidiaries  engaging  in  any
          transaction or relationship not  prohibited by this Section 7.15,
          the  board of directors of the Borrower shall determine that such
          transaction  has been  negotiated  or such  relationship will  be
          conducted  in good  faith and on  an arm's length  basis and such
          determination  shall be evidenced by a resolution of the board of
          directors  of  the  Borrower.  This section  shall  not  prohibit
          Borrower  from   advancing  or  reimbursing  ordinary  and  usual
          business and travel expenses of its officers and employees in the
          ordinary course of Borrower's business. 

               7.16 MISREPRESENTATIONS.  The Borrower  shall not  and shall
          not
                    ------------------
          permit any of  its Subsidiaries  to furnish the  Lender with  any
          certificate  or  other  document  that (i)  contains  any  untrue
          statement  of  material  fact, or  (ii)  omits  to  state a  fact
          necessary  to make it not  materially misleading in  light of the
          circumstances under which it was furnished. 

               7.17 RESTRICTIVE  AGREEMENTS.  The Borrower  shall  not, and
          shall
                    ----------------------
          not permit any of  its Subsidiaries to, enter into  any agreement
          which restricts the ability of such Subsidiaries to make payments
          to the Borrower by way  of dividends, advances, reimbursement  or
          otherwise. 

               7.18 TRANSACTIONS WITH OFFICERS,  DIRECTORS AND  AFFILIATES.
          The
                    ----------------------------------------------------
          Borrower and its Subsidiaries  shall not, directly or indirectly,
          enter into any  transaction with any of their directors, officers
          or Affiliates to loan or advance  any sums of money. This section
          shall  not  prohibit  Borrower  from   advancing  or  reimbursing
          ordinary and  usual business and travel expenses  of its officers
          and employees in the ordinary course of Borrower's business. 

               7.19 AMENDMENTS OF OTHER INSTRUMENTS. The Borrower shall not
                    -------------------------------
          amend,  modify or supplement in any material respect (or agree to
          amend, modify or supplement in any material respect) its Articles
          of Incorporation  or the  Subordinated Debt Documents  (except as
          permitted in the Subordination Agreement). 


                                      ARTICLE 8
                                      ---------

                                  Events of Default
                                  -----------------


               8.1  EVENTS OF DEFAULT.  Each of the following shall
                    -----------------
          constitute an Event of Default under this Agreement: 

                    (a)  PAYMENTS.  The Borrower shall fail to pay when due
                         --------
               any installment of principal, interest or other surn payable
               hereunder or under  any other Loan Document  within ten (10)
               calendar days of the due date thereof; 

                    (b)  COVENANTS  AND  AGREEMENTS.  The   Borrower  shall
               default
                         ------------------------
               in  the performance of any of  its respective agreements set
               forth herein or in any of the other Loan  Documents (and not
               constituting  an Event  of Default  under any  of  the other
               clauses of this Section 8.1); 

                    (c)  WARRANTIES. Any warranty, representation or
                         ----------
               certification made by the Borrower or any Subsidiary, or any
               officer of the Borrower or any Subsidiary, in or pursuant to
               any of the Loan  Documents, shall be untrue in  any material
               respect, in any case on  any date as of which the  facts set
               forth are stated or certified; 

                    (d)  JUDGMENT. A judgment or judgments shall be entered
                         --------
               against  the Borrower  or  any Subsidiary  in the  aggregate
               amount of  Fifty Thousand  Dollars ($50,000)  or more  on an
               uninsured and  unbounded claim or claims,  and such judgment
               or judgments shall  remain unstayed, unvacated, undischarged
               or unsatisfied for thirty (30) calendar days; 

                    (e)  LIENS  FOR  PENSION  CONTRIBUTIONS. Any  statutory
                         -------------------------------
               lien shall  have been placed upon  the assets of  the 
               Borrower or any  ERISA Affiliate  under the  Code or  ERISA 
               involving  a claim for unfunded  benefits liabilities or  
               minimum funding contributions; 

                    (f)  PLAN TERMINATION OR WITHDRAWAL LIABILITY. Any
                         ----------------------------------------
               termination of a single employer plan (as defined in Section
               4001(a)(15) of ERISA) or  any complete or partial withdrawal
               from a multiemployer plan  (as defined in section 4001(a)(3)
               of ERISA) shall occur, or steps shall have been taken by any
               Person  that   make  it  reasonable  to   expect  that  such
               termination  or withdrawal will  occur, and such termination
               or  withdrawal could  reasonably  be expected  to result  in
               liability  of the  Borrower or  any ERISA  Affiliate  to the
               PBGC,  to a  trustee or  to such  multiemployer plan  in the
               aggregate  amount of Twenty-Five  Thousand Dollars ($25,000)
               or more. A plan  amendment described in Section 4041  (e) of
               ERISA shall be treated as a plan termination for purposes of
               this Section 8.1(f); 

                    (g)  FUNDING  WAIVER.  The  Borrower or  any  Affiliate
               shall
                         --------------
               apply under  Section 412  of the  Code for  a waiver  of the
               minimum funding standard; 

                    (h)  PLAN QUALIFICATION.   Any plan of  the Borrower or
               an
                         ------------------
               ERISA Affiliate that is intended to have qualification under
               Section 401(a) of the Code loses such qualification, and the
               Lender  believes  in  good  faith  that  the  loss  of  such
               qualification  could  reasonably  be  expected  to   have  a
               Material Adverse Effect; 

                    (i)  CROSS DEFAULT.  Subject to the provisions of the
                         -------------
               Subordination  Agreement,  the   Borrower  or  any  of   its
               Subsidiaries  and/or the  Guarantors  shall default  (unless
               waived)  in the payment when due, whether by Acceleration or
               otherwise, of  any amount  under any other  Indebtedness for
               borrowed  money  of, or  any  guaranty  of Indebtedness  for
               borrowed money  by, the  Borrower (not arising  hereunder or
               under  any  of  the other  Loan  Documents)  or  any of  its
               Subsidiaries or by the Guarantor, or default (unless waived)
               in the performance or  observance (subject to any applicable
               grace period)  of any agreement, covenant  or condition with
               respect  to any such Indebtedness or  guaranty if the effect
               of  such default is to  accelerate the maturity  of any such
               Indebtedness  or to permit the holder or holders of any such
               Indebtedness or guaranty,  or any trustee or  agent for such
               holders,  to  cause  such  Indebtedness to  become  due  and
               payable prior to its expressed maturity or to call upon such
               guaranty  in   advance  of  nonpayment   of  the  guaranteed
               indebtedness; 

                    (j)  COLLATERAL. A judgment creditor of the Borrower or
                         ----------
               any of its  Subsidiaries shall obtain  possession of any  of
               the  Collateral  by  any  legal means,  including,  but  not
               limited to, levy, distraint, replevin or self-help; 

                    (k)  BANKRUPTCY.   The   Borrower   or   any   of   its
               Subsidiaries
                         ----------
               shall institute  a  voluntary case  seeking  liquidation  or
               reorganization under Chapter 7  or Chapter 11, respectively,
               of the United  States Bankruptcy Code,  or shall consent  to
               the institution  of an  involuntary case  thereunder against
               it;  or the Borrower or any of its Subsidiaries shall file a
               petition initiating or shall otherwise institute any similar
               proceeding under  any other applicable federal  or state law
               of the United  States of America, or  shall consent thereto;
               or  the Borrower or any of its Subsidiaries shall apply for,
               or by consent or acquiescence there shall be  an appointment
               of, a  receiver, liquidator, sequestrator, trustee  or other
               officer with similar powers,  or the Borrower or any  of its
               Subsidiaries  shall make  an assignment  for the  benefit of
               creditors; or the Borrower or any of  its Subsidiaries shall
               admit in writing its inability to pay its debts generally as
               they  become due;  or,  if  an  involuntary  case  shall  be
               commenced seeking  the liquidation or  reorganization of the
               Borrower  or  any of  its  Subsidiaries under  Chapter  7 or
               Chapter  11, respectively,  of the United  States Bankruptcy
               Code, or  any similar proceeding shall  be commenced against
               the  Borrower or  any of  its Subsidiaries  under  any other
               applicable  federal or  state law  of the  United States  of
               America,  and (i)  the petition  commencing the  involuntary
               case  is  not  timely  controverted; or  (ii)  the  petition
               commencing  the involuntary  case  is  not dismissed  within
               sixty  (60) calendar days of its filing; or (iii) an interim
               trustee  is appointed to take possession of all or a portion
               of the  property and/or  to operate all  or any part  of the
               business  of the  Borrower or  such  Subsidiary; or  (iv) an
               order for relief  shall have been issued or entered therein;
               or  a decree or order of  a court having jurisdiction in the
               premises  for the  appointment  of  a receiver,  liquidator,
               sequestrator, trustee or other officer having similar powers
               over the Borrower or such Subsidiary, or of all or a part of
               the  property  of any  of  the  foregoing, shall  have  been
               entered;  or  any  other  similar relief  shall  be  granted
               against the  Borrower or any  of its Subsidiaries  under any
               applicable federal or state law; 

                    (l)  MATERIAL ADVERSE CHANGE. The Lender shall have
                         -----------------------
               reasonably determined in good  faith that a Material Adverse
               Change shall have occurred since the Closing Date; 

                    (m)  INVALIDITY OF LOAN DOCUMENTS.  Any of the Loan
                         ----------------------------
               Documents shall cease for any reason to be in full force and
               effect or any  party thereto (other  than the Lender)  shall
               purport to disavow its obligations thereunder, shall declare
               that it does not have  any further obligation thereunder  or
               shall contest the validity or enforceability thereof; 

                    (n)  IMPAIRMENT OF COLLATERAL. The Lender's security
                         ------------------------
               interest in, or lien on, any portion of the Collateral shall
               become materially  impaired  or otherwise  unenforceable  or
               Borrower shall incur any Indebtedness or create or suffer to
               exist any  security interest in  or encumbrance upon  any of
               its  assets  except  as  otherwise  provided  in  this  Loan
               Agreement; 

                    (o)  DEFAULT OR ACCELERATION OF SUBORDINATED DEBT
                         --------------------------------------------
               OBLIGATIONS. Except as provided in the Subordination
               -----------
               Agreement, Borrower shall either be in default (or have been
               declared to be in default)  of any of Borrower's obligations
               under  the Subordinated  Debt Documents,  which Subordinated
               Debt Documents  shall not be modified,  amended or otherwise
               altered without the express written consent of Lender;
                
                    (p)  CHANGE  OF CONTROL.    A Change  of Control  shall
               occur
                         -----------------
               without the prior written consent of the Lender; 

                    (q)  TERMINATION OR LIMITATION OF GUARANTY.  Any
                         -------------------------------------
               Guarantor  seeks, claims,  or otherwise  attempts to  limit,
               modify or revoke  such Guarantor's guarantee of  the Loan or
               any other loan with Lender; or 

                    (r)  GENERAL INSECURITY. The Lender for any reason in
                         ------------------
               good  faith  deems  itself  insecure  with  respect  to  the
               repayment of the indebtedness provided for herein. 

               8.2  ACCELERATION. If any Event of Default described in
                    ------------
          Section  8.1(k) shall  occur, the  Loan, the  Note and  all other
          Obligations  shall become  immediately due  and payable,  and the
          Commitment shall  automatically  and immediately  terminate,  all
          without notice of any kind. If  any other Event of Default  shall
          be  continuing, the  Lender may  declare the  Note and  all other
          Obligations to be  due and  payable, whereupon the  Note and  all
          other Obligations  shall immediately become due  and payable, all
          as  so declared  by the  Lender and without  presentment, demand,
          protest  or other notice of  any kind. Any  such declaration made
          pursuant to this  Section 8.2 may be rescinded by  the Lender. In
          addition  to the  foregoing,  the Lender  may  (i) terminate  the
          Commitment, whereupon the Lender shall have no further obligation
          to make Advances; or  (ii) exercise all remedies provided  in the
          Loan Documents, the Uniform Commercial  Code, or otherwise at law
          or in equity; or (iii) do all of the foregoing. 

               8.3  OTHER REMEDIES. If any Event of Default shall occur and
                    --------------
          be continuing, the Lender shall have, in addition to the remedies
          set forth in  Section 8.2,  all other remedies  specified in  the
          Loan Documents or otherwise available under law. 

               8.4  RIGHT TO CURE. If any Event of Default (other than a
                    -------------
          default in  payment of Indebtedness under Section  8.1(a) of this
          Agreement),  is curable,  and if  Borrower has  not been  given a
          notice  of a  similar Event  of Default  within the  preceding 12
          month period, it may be cured (and no Event of  Default will have
          occurred)  if Borrower (a) cures the  default within fifteen (15)
          days; or  (b) if the cure  requires more than  fifteen (15) days,
          and only with  the express written consent of Lender, immediately
          initiates steps which Lender deems in Lender's sole discretion to
          be  sufficient to cure  the default and  thereafter continues and
          completes   all  reasonable  and   necessary  steps   to  produce
          compliance as soon as reasonably practicable. 


                                      ARTICLE 9
                                      ---------

                                    Miscellaneous
                                    -------------

               9.1  SUCCESSORS AND ASSIGNS AND SALE OF INTERESTS.
                    --------------------------------------------

                    (a)  SUCCESSORS AND  ASSIGNS. The terms  and provisions
               of
                         ----------------------
               this  Agreement  shall be  binding  upon,  and the  benefits
               thereof  shall  inure  to,  the  parties  hereto  and  their
               respective successors and  assigns; provided, however,  that
               the Borrower
                                       --------  -------
               shall not assign this Agreement or any of the rights, duties
               or obligations  of the Borrower hereunder  without the prior
               written consent of the Lender. 

                    (b)  SALE OF INTERESTS. Borrower agrees and consents to
                         -----------------
               Lender's sale or transfer,  whether now or later, of  one or
               more  participation interests  in the  Loans to one  or more
               purchasers,  or  potential  purchasers,  whether  related or
               unrelated   to  Lender.  Lender  may  provide,  without  any
               limitation  whatsoever, to  any  one or  more purchasers  or
               potential  purchasers, any  information or  knowledge Lender
               may  have about Borrower or  about any other matter relating
               to  the  Loan, and  Borrower  hereby  waives any  rights  to
               privacy it may have with respect  to such matters so long as
               such   purchasers  or   potential   purchases   treat   such
               information  in  a   similar  manner  as   Lender.  Borrower
               additionally  waives   any  and  all  notices   of  sale  of
               participation  interests,  as well  as  all  notices of  any
               repurchase  of such  participation interests.  Borrower also
               agrees  that  the  purchasers   of  any  such  participation
               interests will be  considered as the absolute owners of such
               interests in the  Loans and will  have all of the  rights of
               offset or counterclaim that it may have now or later against
               Lender  or against  any  purchaser of  such a  participation
               interest and  unconditionally agrees  that either Lender  or
               such  purchaser may enforce  Borrower's obligation under the
               Loans  irrespective  of the  failure  or  insolvency of  any
               holder of any interest in the Loan. Borrower  further agrees
               that the  purchaser of  any such participation  interest may
               enforce its interests irrespective of any personal claims or
               defenses that Borrower may have against Lender. 

               9.2  NO IMPLIED WAIVER.  Except as otherwise provided in
                    -----------------
          Section 4.3, no delay or omission to exercise any right, power or
          remedy accruing to  the Lender upon any breach or  default of the
          Borrower  under this  Agreement or  under any  of the  other Loan
          Documents shall impair  any such  right, power or  remedy of  the
          Lender,  nor shall  it be construed  to be  a waiver  of any such
          breach  or default, or an acquiescence therein, or of any similar
          breach or default occurring thereafter,  nor shall any waiver  or
          any single  breach or  default be  deemed a  waiver of  any other
          breach or default occurring theretofore or thereafter. 

               9.3  AMENDMENTS;  WAIVERS.  No  amendment,  modification  or
          waiver
                    -------------------
          of,  or consent with respect to, any provision of this Agreement,
          the Note or any of the other Loan Documents shall in any event be
          effective  unless the  same shall  be in  writing and  signed and
          delivered  by   the  Lender  to  the   Borrower.  Any  amendment,
          modification, waiver or consent hereunder shall be effective only
          in the specific instance  and for the specific purpose  for which
          given. 

               9.4  REMEDIES CUMULATIVE. All rights and remedies, either
                    -------------------
          under  this Agreement, by law or otherwise accorded to the Lender
          shall  be cumulative and not exclusive, and any single or partial
          exercise of any power  or right hereunder or thereunder  does not
          preclude other  or further exercise  thereof, or the  exercise of
          any other power or right. 

               9.5  SEVERABILITY.  Any  provision  of this  Agreement,  the
          Notes
                    ------------
          or  any  of  the other  Loan  Documents  which  is prohibited  or
          unenforceable in  any  jurisdiction, shall  be, only  as to  such
          jurisdiction, ineffective  to the  extent of such  prohibition or
          unenforceability,  but  all  the  remaining  provisions  of  this
          Agreement, the  Notes and the  other Loan Documents  shall remain
          valid. 

               9.6  COSTS,  EXPENSES AND  ATTORNEYS'  FEES.   The  Borrower
          shall
                    -----------------------------------
          reimburse  the  Lender for  all  reasonable  costs and  expenses,
          including,  but not  limited to,  reasonable attorneys'  fees and
          expenses, expended or incurred  by the Lender in connection  with
          the preparation, negotiation and  execution of this Agreement and
          the other Loan Documents, in connection  with the disbursement of
          the Loan, and in amending this Agreement, and shall reimburse the
          Lender  for all reasonable costs and expenses, including, but not
          limited to, reasonable attorneys'  fees and expenses, expended or
          incurred  by the Lender in  collecting any sum  which becomes due
          under the  Notes or under this Agreement or any of the other Loan
          Documents, or  in  the protection,  perfection, preservation  and
          enforcement of any  and all  rights of the  Lender in  connection
          with  the  Loan  Documents,  including,  without  limitation, the
          reasonable fees  and costs incurred in  any out-of-court work-out
          or a bankruptcy or  reorganization proceeding. This obligation on
          the  part  of  the  Borrower  shall  survive  the  expiration  or
          termination of this Agreement,  without occurrence of the Closing
          Date. 

               9.7  INDEMNIFICATION. The Borrower shall indemnify and hold
                    ---------------
          the  Lender and  its directors, officers,  employees, Affiliates,
          attorneys   and   agents   (collectively   called   the   "Lender
          Indemnities") harmless from and  against any and all liabilities,
          obligations,  losses,  damages,  penalties,  actions,  judgments,
          suits,  claims, costs, expenses and  disbursements of any kind or
          nature whatsoever (including,  without limitation, the reasonable
          fees and disbursements of counsel  for the Lender Indemnities  in
          connection  with  any investigative,  administrative  or judicial
          proceeding, whether or not the Lender shall be designated a party
          thereto) which may be imposed on, incurred by or asserted against
          the  Lender  or  any Lender  Indemnitee  by  any Person  (whether
          direct,  indirect  or  consequential  and whether  based  on  any
          federal or state laws  or other statutory regulations, including,
          without limitation, securities, environmental and commercial laws
          and  regulations, under common law  or at equitable  cause, or on
          contract or otherwise) in  any manner relating to or  arising out
          of this Agreement, any other Loan Documents, or any act, event or
          transaction  related or  attendant thereto;  the making  of Loans
          hereunder; the  management of the Loans  (including any liability
          under federal, state or  local environmental laws or regulations)
          or  the  use  or  intended  use  of  the proceeds  of  the  Loans
          (collectively,  the  "Indemnified  Matters"); Provided,  however,
			       -----------------------
          that the Borrower shall have no  obligation to  the Lender under 
          this Section  9.7 with  respect   to  Indemnified   Matters  to  
          the   extent  such Indemnified  Matters were  caused by  or 
          resulted from  the gross negligence or  willful misconduct  of 
          the  Lender. To  the extent that  the  undertaking to  indemnify, 
          pay  and hold  harmless set forth  in the preceding sentence may 
          be unenforceable because it is  violative of  any law  or public 
          policy, the  Borrower shall contribute  to the  payment and  
          satisfaction of  all Indemnified Matters  incurred by  the  Lender
          or  any  Lender Indemnitee  the maximum  portion  which  the  
          Borrower is  permitted  to  pay and satisfy under applicable law. 
          This  indemnification shall survive for  seven (7) years following
          the repayment by  the Borrower of the Loan made  under this  
          Agreement or the  termination of  this Agreement without occurrence
          of the Closing Date. 

               9.8  NOTICES.Any notice which the Borrower or the Lender may
                    -------
          be required  or may desire to  give to the other  party under any
          provision  of this  Agreement shall  be in  writing, by  telex or
          electronic  facsimile transmission  and shall  be deemed  to have
          been  given or made three days after deposit in the United States
          mail, or if  by telex or electronic  facsimile transmission, when
          transmitted and addressed as follows: 

               To the Borrower:         CHEMPOWER, INC.
                                   807 East Turkeyfoot Lake Road
                                   Akron, Ohio  44614
                                   Attention:  Toomas J. Kukk
                                   Telecopier: (330) 896-1866


               Copy to:            REID & PRIEST LLP
                                   40 West 57th Street
                                   New York, New York  10019
                                   Attention:  Bruce A. Rich, Esq.
                                   Telecopier: (212) 603-2001

                                   and

                                   THOMPSON, HINE & FLORY P.L.L.
                                   3900 Key Center
                                   127 Public Square
                                   Cleveland, Ohio 44114-1216
                                   Attention: Thomas A. Aldrich, Esq.
                                   Telecopier: (216) 566-5800


               To the Lender:      FIRST NATIONAL BANK OF OHIO
                                   106 S. Main Street
                                   Akron, Ohio 44308-1440
                                   Attention:  Nicholas  V. Browning,  
					Vice President
                                   Telecopier: (330) 996-6272

               Copy to:            BROUSE & McDOWELL
                                   106 S. Main Street, Suite 500
                                   Akron, Ohio 44308-1471
                                   Attention: Marc B. Merklin, Esq.
                                   Telecopier: (330) 253-8601
                              
               Any  party may  change  the address  to  which all  notices,
          requests and other communications are to  be sent to it by giving
          written  notice  of such  address change  to  the other  party in
          conformity  with this Section 9.8,  but such change  shall not be
          effective  until notice of such  change has been  received by the
          other party. 

               9.9  INTERPRETATION.  The  Agreement,   together  with   the
          exhibits
                    --------------
          and  schedules to this Agreement,  is intended by  the Lender and
          the Borrower  as  a  final expression  of  their  agreement  and,
          together with all  of the other Loan Documents, is  intended as a
          complete  statement   of  the  terms  and   conditions  of  their
          agreement.  This Agreement  completely supersedes  the Commitment
          Letter. 
                
               9.10 GOVERNING LAW AND CONSENT TO JURISDICTION.  Borrower
                    -----------------------------------------
          acknowledges that this Agreement has been delivered to Lender and
          accepted   by  Lender  in  the   State  of  Ohio.  The  validity,
          construction and effect of  this Agreement, the Notes and  all of
          the other Loan  Documents shall  be governed by  the laws of  the
          State of Ohio,  without regard  to its laws  regarding choice  of
          applicable law, but giving  effect to federal laws applicable  to
          national  and federally  insured banks. All  judicial proceedings
          brought against the Borrower with respect  to this Agreement, the
          Notes or  any of the other  Loan Documents may be  brought in any
          state  or  federal  court  of competent  jurisdiction  in  Summit
          County,  Ohio, and the Borrower accepts for itself and its assets
          and properties,  generally and unconditionally,  the nonexclusive
          jurisdiction of the aforesaid courts. The Borrower waives, to the
          fullest   extent  permitted  by  applicable  law,  any  objection
          (including, without  limitation, any  objection to the  laying of
          venue or based on  the grounds of forum non-conveniens)  which it
          may  now or hereafter have to the  bringing of any such action or
          proceeding in  any such jurisdiction. Nothing  herein shall limit
          the right of the Lender to bring proceedings against the Borrower
          in the court of any other jurisdiction. 

               9.11 COUNTERPARTS. This Agreement may be executed in any
                    ------------
          number  of counterparts each of  which shall be  an original with
          the same effect as if the signatures thereto and hereto were upon
          the same instrument. 

               9.12 INTEGRATION.   This  Agreement   and  the   other  Loan
          Documents
                    -----------
          contain  all of  the  agreements and  understandings between  the
          Borrower  and the  Lender,  conceding  the  Loans and  the  other
          transactions contemplated  hereby. In  the event of  any conflict
          between  this   Agreement  and  any  other   Loan  Document,  the
          provisions of this Agreement shall govern. 

               9.13 WAIVER  OF  JURY TRIAL.  THE  BORROWER  AND THE  LENDER
		   --------	
          HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY WITH REGARD TO ANY ACTION 
          OF ANY TYPE OR NATURE  WHATSOEVER UNDER OR CONCERNING  THIS
          AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR IN ANY WAY RELATED 
          TO THE LOANS OR THE ADMINISTRATION OR ENFORCEMENT THEREOF.

               9.14 HEADINGS.  Captions, headings and the table of contents
                    --------
          in this Agreement  are for convenience  only, and  are not to  be
          deemed part of this Agreement. 

               9.15 SCHEDULES  AND EXHIBITS.  All  Schedules, Exhibits  and
                   ----------------------
          other attachments referred  to in, and attached to, this Loan
          Agreement are hereby incorporated into and made a part hereof. 

    <PAGE> 


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



          CHEMPOWER, INC.                    FIRST NATIONAL BANK OF OHIO


          By: /s/ Toomas J. Kukk              By: /s/ Nicholas Browning
             -------------------------          ---------------------------
               Toomas J. Kukk,                 Nicholas V. Browning,
               Chairman/President/CEO                  Vice President

    <PAGE> 


                                                             Schedule 1.1.1


                                PERMITTED ENCUMBRANCES



                    1.   Mortgage on 807 East  Turkeyfoot Lake Road, Akron,
          Summit County, Ohio dated _______________, 1993 in favor of First
          National  Bank  of Ohio  by  Holiday Properties  and  recorded on
          _____________________, 1993  in Volume __, Page __ of the Records
          of Summit County, Ohio.


    <PAGE> 


                                                               Schedule 5.2


                       ORGANIZATION, STANDING AND QUALIFICATION
                        OF SUBSIDIARIES (AND EQUITY INTERESTS)





          CHEMPOWER, INC. (a wholly-owned Subsidiary of American Eco
          --------------
           Corporation)

          State of Incorporation:  Ohio

          Foreign Qualifications:  AL, IN, KY, LA, Ml,  MO, NJ, NV, NY, PA,
          TN, and WV

          Shares of Common Stock Authorized: 15,000,000

          Shares of Common Stock Outstanding: 1,000

          Outstanding Options: None

          Divisions: Advanced Coil Industries, Houston  Products, and Owens
          Precision Fabricators


          GLOBAL POWER COMPANY (A SUBSIDIARY OF CHEMPOWER. INC.):
          -------------------------------------------------------

          State of Incorporation: Ohio

          Foreign Qualifications: AL, GA, IL,  IN, KY, MD, Ml, MN,  MO, MS,
          NC, NJ, PA, SC, TN, VA, and WV

          Shares of Common Stock Authorized: 750

          Shares of Common Stock Outstanding: 20 (all held by Chempower)

          Divisions: Global Erectors

          BROOKFIELD CORP. (A SUBSIDIARY OF CHEMPOWER. INC.):
          --------------------------------------------------

          State of Incorporation: Ohio

          Shares of Common Stock Authorized: 850

          Shares of Common Stock Outstanding: 50 (all held by Chempower)

          SOUTHWICK CORP. (A SUBSIDIARY OF CHEMPOWER, INC.):
          ------------------------------------------------

          State of Incorporation: Ohio

           Foreign Qualifications: CA and IL

           Shares of Common Stock Authorized: 850

           Shares of Common Stock Outstanding:     50    (all held by
          Chempower)


          CONTROLLED POWER LIMITED PARTNERSHIP:
          ------------------------------------
           
          State of Incorporation: An Illinois limited partnership (1)

          Foreign Qualifications: OH

          General Partner: Southwick Corp.

          Limited Partner: Brookfield Corp.

          (1) See Application for Reinstatement

    <PAGE> 



                                                              Schedule 5.10

                        LITIGATION AND CONTINGENT LIABILITIES


          None.

    <PAGE> 



                                                              Schedule 5.13

                                  EMPLOYEE BENEFITS


          PLANS MAINTAINED:
          ----------------

          1.   Employee Pension Plans:

               a.   Employee Stock Ownership Plan (ESOP)
               b.   401(k) Plan
               c.   Multiemployer Plans
                     pursuant to various collective bargaining agreements.

          2.   Employee Welfare Plans:

               a.   Company-sponsored Employee Health Insurance
               b.   Company-sponsored Employee Life Insurance
               c.   Multiemployer Plans
                     pursuant to various collective bargaining agreements.

    <PAGE> 


                                                              Schedule 5.16

                                ENVIRONMENTAL MATTERS


          To the best knowledge of the Borrower, there are no environmental
          matters to  disclose  in  accordance with  Section  5.16  of  the
          Agreement.


   <PAGE> 

                                                             Schedule 5.18

                                INTELLECTUAL PROPERTY


          HOUSTON PRODUCTS, A DIVISION OF CHEMPOWER, INC.:
          ----------------------------------------------

          Patents:

          1.   Lagging Panel
               Patent Number: 5,285,609
               Date of Patent:     February 15, 1994

          CONTROLLED POWER LIMITED PARTNERSHIP:
          ------------------------------------

          Patents:

          1.   Adjustable Support Assembly for Electrical Conductors
               Patent Number: 5,053,584
               Date of Patent:     October 1, 1991

          2.   PLC Controller for Circuit Breakers
               Patent Number: 5,534,782
               Date Filed:         July 9, 1996

          Patent Applications:

          1.   Adjustable  Support  for  Electrical   Conductors  (Canadian
          Patent Application)
               Registration Number:     1,321,695
               Registration Filed:      December 17, 1991

          Trademarks/Service Marks:

          1.   CPC Design
               Registration Number:     1,870,009
               Registration Filed:      December 27, 1994

          2.   Technibus
               Registration Number:     1,794,174
               Registration Filed:      September 21, 1993

          License Agreements:

          1.   Assignment of rights and obligations under License Agreement
               between  Associated Electrical Industries  Limited and Power
               Apparatus Manufacturing Company, Inc. dated January 19, 1989
               to CPC.

          GLOBAL POWER COMPANY:
          --------------------
          Copyrights:

          1.   Management Safety Program
               Registration Number:     TX3-579-438
               Registration Date:       July 15, 1993

          2.   Asbestos Abatement Work Procedures Manual
               Registration Number:     TX3-579-439
               Registration Date:       July 15, 1993

          3.   Asbestos Abatement Respiratory Protection Manual
               Registration Number:     TX3-579-440
               Registration Date:       July 15, 1993

          4.   Hazard Communication Plan
               Registration Number:     TX#-627-879
               Registration Date:       July 15, 1993


    <PAGE> 

							Schedule 5.20(a)
                                                                       
    
             
   

                                         INSURANCE
 
     POLICY              BROKER         CARRIER                  POLICY #      
  -----------------------------------------------------------------------------
    General Liability   Seibert-Keck   Commerce & Industry      AA17779633     
     Umbrella            Seibert-Keck   American International   7734491      
       (GL & Auto)
     Property(1)         Hylant-MacLean Crum & Forster           503141922    
     Auto                Hylant-MacLean Crum & Forster           133635414    
     Excess Auto         Hylant-MacLean Crum & Forster           5520006493  
     Boiler & Mach.      Hylant-MacLean Hartford Steam & Blr     9847104-02   
     D&O Liability       Hylant-MacLean AIG                      482-64-68     
     Fiduciary ESOP      Seibert-Keck   National Union           443-24-85    
     L-T Disability      Hylant-MacLean Reliance
     Medical/Dental      Hylant-MacLean Unicare                      
     Erisa Bond          Seibert-Keck                             
                         


      POLICY             EFFECTIVE DATES
     ---------------------------------------------------------------------
     General Liability   1-1-97 to 12-31-97
     Umbrella            1-1-97 to 12-31-97
       (GL & Auto)
     Property(1)         5-3-96 to 5-3-97
     Auto                12-31-96 to 12-31-97
     Excess Auto         12-31-96 to 12-31-97
     Boiler & Mach.      12-31-96 to 12-31-97
     D&O Liability       2-19-96 to 2-18-97
     Fiduciary ESOP      6-22-96 to 6-22-97
     L-T Disability      
     Medical/Dental      1-1-97 to 12-31-97
     Erisa Bond          1-1-97 to 12-31-97


     LIMIT                DEDUCTIBLE      PREMIUM      NOTES    
     -------------------------------------------------------------------
     $1 MM occur         $50,000        $101,000     
     $1 MM aggr.         $100,000 cap

     $5 MM occur         None           $118,230
     $5 MM aggr.

     $22.3 MM            $1,000         $23,063
     $1MM                None           $53,445
     $1MM                None           $8,215
     $5MM                $5,000         $4,360
     $2MM                $75,000        $28,000
     $250,000                           $2,400    ESOP & 401(k) Fiduc.


                                        $270


     (1) Includes Installation floater (CPC), EDP & Rented Equipment.


     COVERAGE INCLUDES:

                                                       LIMITED
     PARENT            SUBSIDIARIES       DIVISIONS         PARTNERSHIP
     ------            ------------       ---------         -----------

     Chempower, Inc.   Brookfield         Advanced Cell     CPC
                       Southwick          Houston Products
                       Global Power       Global Erectors
                                          Owens Precision

    <PAGE> 

                                                             Schedule 5.20(b)

                                      INSURANCE
                                WORKERS' COMPENSATION


     CHEMPOWER, INC.
     --------------

     STATE             CARRIER
     -----             -------
     Alabama           AIG
     Delaware          AIG
     Illinois          AIG
     Indiana           AIG
     Kentucky          AIG
     Michigan          AIG
     Nevada            SIIS/State Fund
     New Jersey        AIG
     North Carolina    AIG
     Ohio           State Fund
     Pennsylvania      Self-Insured
     Tennessee      AIG
     Virginia          AIG
     West Virginia     State Fund


     GLOBAL POWER COMPANY:
     --------------------

     STATE             CARRIER
     -----             -------
     Alabama           AIG
     Georgia           AIG
     Indiana           AIG
     Kentucky          AIG
     Missouri          AIG
     North Carolina    AIG
     Ohio           State Fund
     Pennsylvania      SWIF/State Fund
     South Carolina    AIG
     Tennessee      AIG
     Virginia          AIG
     West Virginia     State Fund



     CONTROLLED POWER LIMITED PARTNERSHIP:
     ------------------------------------

     STATE             CARRIER
     -----             -------
     Ohio           State Fund


   <PAGE> 

                                                               Schedule 7.12

                                   OPERATING LEASES
                                   ----------------

     CHEMPOWER, INC.:
     ---------------

     Facility Location                  Lessor
     Akron, OH                          Holiday Properties

     Cincinnati, OH                     Holiday Properties

     Las Vegas, NV                      Lewis Properties, Inc.

     Washington, PA                     Holiday Properties