$22,031,666.92

                              AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT

                            Dated as of July 31, 1998

                                     Between

                            COLLINS INDUSTRIES, INC.
                             COLLINS BUS CORPORATION
                         WHEELED COACH INDUSTRIES, INC.
                             CAPACITY OF TEXAS, INC.
                             MOBILE-TECH CORPORATION
                                WORLD TRANS, INC.
                                 (the Borrowers)

                                       and

                        THE FINANCIAL INSTITUTIONS PARTY
                            HERETO FROM TIME TO TIME
                                  (the Lenders)

                                       and
 
                                NATIONSBANK, N.A.
                                   (the Agent)


                              AMENDED AND RESTATED
                           LOAN AND SECURITY AGREEMENT

                            Dated as of July 31, 1998

    COLLINS  INDUSTRIES, INC., a Missouri corporation ("Collins"),
    COLLINS  BUS  CORPORATION, a Kansas corporation ("Bus"),  WHEELED  COACH
    INDUSTRIES,  INC.,  a Florida corporation ("WCI"),  CAPACITY  OF  TEXAS,
    INC.,  a  Texas  corporation  ("Capacity"), MOBILE-TECH  CORPORATION,  a
    Kansas   corporation  ("Mobile")  and  WORLD  TRANS,  INC.,   a   Kansas
    corporation  ("World Trans") and together with Collins,  Bus,  Capacity,
    Mobile  and WCI, the "Borrowers" and each, a "Borrower"), the  financial
    institutions party to this Agreement from time to time (the  "Lenders"),
    and  NATIONSBANK, N.A. (f/k/a NationsBank of Georgia, N.A.), a  national
    banking  association  ("NationsBank"), as agent  for  the  Lenders  (the
    "Agent"), agree as follows:

                              Preliminary Statement

    The   Borrowers,   together  with  certain  Affiliates   since
    dissolved,  entered into a Loan and Security Agreement with  NationsBank
    and  the Agent dated as of April 21, 1995 (the "Original Agreement") and
    NationsBank  has been providing loans and other financial  accommodation
    under  the  Original  Agreement  since that  date.  The  Borrowers  have
    requested that NationsBank and the Agent amend the Original Agreement in
    certain  respects to reflect certain changes in the Borrowers  financing
    needs  and  NationsBank and the Agent have agreed to do so. The  parties
    now  wish  to set forth those agreements in writing. It is the intention
    of  the  parties  that the Secured Obligations under  this  Amended  and
    Restated  Loan and Security Agreement (this "Agreement") in all respects
    constitute  a  continuation of the outstanding Loans under the  Original
    Agreement  and  not  a  refinancing thereof or a novation  with  respect
    thereto.

    The Borrowers confirm that they remain a consolidated group of
    companies  under Collins as the common parent. The Borrowers acknowledge
    and agree that they are a part of an integrated, interdependent group of
    companies that on a regular basis make intercompany loans to one another
    and  that the Lenders are relying upon the joint and several obligations
    of  the  Borrowers  in providing the financing accommodations  described
    herein  and  would  not have provided such accommodations  without  such
    joint and several undertakings of all of the Borrowers.

                             Statement of Agreement
                                    
                                   ARTICLE 1.

                                   DEFINITIONS

    SECTION 1.1 Definitions. For the purposes of this Agreement:

    "3000 Bus Chassis Sublimit" means the sum of $500,000.

    "Acceptable Chassis Manufacturer" means any Person that
    manufactures motor vehicle chassis listed on Schedule 1.1, and otherwise
    acceptable to the Required Lenderi in all respects.

    "Account  Debtor"  means  a  Person  who  is  obligated  on  a
    Receivable.
  
    "Acquire" or "Acquisition," as applied to any Business
    Unit or Investment, means the acquiring or acquisition of such Business
    Unit or Investment by purchase, exchange, issuance of stock or other
    securities, or by merger, reorganization or any other method.

    "Affiliate" means, with respect to a Person, (a) any  partner,
    officer,  shareholder  (if holding more than ten percent  (10%)  of  the
    outstanding shares of capital stock of such Person), director,  employee
    or  managing  agent of such Person, (b) any other Person (other  than  a
    Subsidiary)  that,  (i)  directly  or indirectly  through  one  or  more
    intermediaries,  controls,  or is controlled  by,  or  is  under  common
    control with, such given Person, (ii)directly or indirectly beneficially
    owns or holds ten percent (10%) or more of any class of voting stock  or
    partnership or other voting interest of such Person or any Subsidiary of
    such  Person, or (iii) ten percent (10%) or more of the voting stock  or
    partnership or other voting interest of which is directly or  indirectly
    beneficially owned or held by such Person or a Subsidiary of such Person
    The  term "control" means the possession, directly or indirectly, of the
    power to direct or cause the direction of the management and policies of
    a  Person, whether through ownership of voting secaarities or parmership
    or other voting interest, by contract or otherwise.

    "Agency Account" means an account of a Borrower maintained  by
    it with a Clearing Bank pursuant to an Agency Account Agreement.

    "Agency Account Ageement" means an agreement among a Borrower,
    the  Agent  and a Clearing Bank, if other than the Agent,  in  form  and
    substance  satisfactory  to  the Agent,  concerning  the  collection  of
    payments  which represent the proceeds of Receivables or  of  any  other
    Collateral.

    "Agent"   means   NationsBank,  N.A.,   a   national   banking
    association, and any successor agent appointed pursuant to Section  14.9
    hereof.

    "Agent's Office" means the office of the Agent specified in or
    determined in accordance with the provisions of Section 15.1.
  
    "Agreement"  means and includes this Agreement, including  all
    Schedules,  Exhibits and other attachments hereto, and  all  amendments,
    modifications and supplements hereto and thereto.
                                    
    "Agreement Date" means the date as of which this Agreement is dated.

    "Anniversary" means the date one year from the Effective  Date
    which falls on the same day of the same month as the Effective Date  and
    the same day of each year thereafter.

    "Applicable  Interest Margin" means effective June  1,  1998,
    0.00% as to Prime Rate Loans, and 1.75% as to Eurodollar Rate Loans.

    "Applicable   Law"   mans   all  applicable   provisions   of
    constitutions,  statutes,  niles,  regulations  and   orders   of   all
    governmental  bodies and of all orders and decrees of  all  courts  and
    arbitrators, including without limitation, Environmental Laws.

    "Applicable percentage" means, as applied to

    (a) Eligible Receivables - 85%,
     
    (b)  Eligible Finished Goods Inventor'] - (i) 95% as to  all
    Eligible  Finished  Goods Inventory described  in  clause  (a)  of  the
    definition  thereof;  and  (ii) 50% as to all  Eligible  Finished  Goods
    Inventory described in clause (b) of the definition thereof;

    (c) Eligible Chassis Inventory - 95%,

    (d) Eligible Raw Materials Inventory - 50%,

    (e) Eligible Used Vehicle Inventory- 50%, and

    (f) Eligible 3000 Bus Chassis Inventory - 50%,

    or in each case such lesser percentage as the Agent may in the exercise
    of its reasonable credit judgment determine from time to time.
    
    "Asset Disposition" means the disposition of any asset  of  a
    Borrower  or any of its Subsidiaries, other than sales of Inventory  in
    the ordinary course of business.
          
    "Assigment and Acceptance" means an assignment and acceptance
    in  the form attached hereto as Exhibit E assigning ail or a portion of
    a  Lenders  interests,  rights  and obligations  under  this  Agreement
    pursuant to Section 13.1.
    
    "Availability" means, at the time of determination, (a) the lesser
    of (i) the Borrowing Base at such time and (ii) the Revolving Credit
    Facility at such time, minus (b) the sum of the principal amount of
    Revolving Credit Loans outstanding and the Letter of Credit Reserve at
    such time.

    "Benefit  Plan" means an "employee pension benefit  plan"  as
    defined  in Section 3(2) of ERISA (other than a Multiemployer Plan)  in
    respect of which any Borrower or any Related Company is, or within  the
    immediately  preceding  six  years was, an  "employer"  as  defined  in
    Section 3(5) of ERISA, including such plans as may be established after
    the Agreement Date.

    "Borrower." means each of Collins, Bus, WCI, Capacity, Mobile
    and World Trans.

    "Borrowers' Representative" means the Person appointed
     pursuant to Section 4.11.

    "Borrowing Base" means, at any time as to any Borrower, an amount equal
     to:

    (a)  the Applicable Percentage of the face value of Eligible
    Receivables, other than Eligible Foreign Receivables, due and owing  to
    the  Borrowers at such time, minus (ii) the face value of  all  Contras
    relating  to  such Eligible Receivables at any time that the  aggregate
    face value of all such Contras of the Borrowers exceeds $100,000,. plus

    (b)  the lesser of (i) the Applicable Percentage of the face
    value of Eligible Foreign Receivables due and owing to the Borrowers at
    such  time  minus  the  face  amount of all Contras  relating  to  such
    Eligible   Foreign  Receivables,  and  (ii)  the  Foreign   Receivables
    Sublimit, plus

    (c)  the lesser of (i) the Applicable Percentage of the Cost
    of  Eligible  Finished  Goods Inventory and  (ii)  the  Finished  Goods
    Sublimit, plus

    (d)  the lesser of (i) the Applicable Percentage of the Cost
    of Eligible Chassis Inventory and (ii) the Chassis Sublimit, plus

    (e)  the lesser of (i) the Applicable Percentage of the Cost
    of  Eligible  Raw  Materials  Inventory  and  (ii)  the  Raw  Materials
    Sublimit, plus

    (f) the lesser of (i) the Applicable Percentage of the Cost
    of Eligible Used Vehicle Inventory and (ii) the Used Vehicle Sublimit,
    plus

    (g)  the lesser of (i) the Applicable Percentage of the Cost
    of  Eligible  3000 Bus Chassis Inventory and (ii) the 3000 Bus  Chassis
    Subllmit, minus

    (h)  such  reserves  as the Agent in its  reasonable  credit
    judgment may establish from time to time with respect to such Borrower.
 
    "Borrowing Base Certificate" means a certificate in the form
    attached hereto as

       Exhibit C.

    "Bus" means Collins Bus Corporation, a Kansas corporation.

    "Business  Day" means, any day other than a Saturday,  Sunday
    or  legal  holiday on which banks in Atlanta, Georgia are not open  for
    the  conduct of a substantial part of their commercial banking business
    and,  when used with respect to Eurodollar Rate Loans, means  any  such
    day  on  which dealings are also carried on in the applicable interbank
    Eurodollar market.

    "Business Unit" means the assets constituting the business or
    a division or operating unit thereof of any Person.

    "Capacity" means Capacity of Texas, Inc., a Texas corporation.

    "Capital Expenditures" means, with respect to any Person, all
    expenditures  made  and  liabilities incurred for  the  acquisition  of
    assets (other than assets which constitute a Business Unit) which are-not, 
    in accordance with GAAP, treated as expense items for such Person in 
    the year made or incurred or as a prepaid expense applicable to a future
    year or years.

    "Capitalized  Lease" means a lease that  is  required  to  be
    capitalized for financial reporting purposes in accordance with GAAP.

    "Capitalized Lease Obligation" means Indebtedness represented
    by obligations under a Capitalized Lease other than an IRB Lease, and
    the amount of such Indebtedness shall be the capitalized amount of such
    obligations determined in accordance with GAAP.

    "Cash Equivalents" means

       (a)  marketable direct obligations issued or unconditionally
    guaranteed  by  the United States Government or issued  by  any  agency
    thereof  and backed by the full faith and credit of the United  States,
    in  each  case  maturing within one year from the date  of  acquisition
    thereof,

       (b) commercial paper maturing no more than one year from the
    date issued and, at the time of acquisition thereof, having a rating of
    at  least  A-1 from Standard & Poor's Corporation or at least P-1  from
    Moody's Investors Service, Inc.; and

       (c) certificates of deposit or bankers' acceptances issued in
    Dollar  denominations and maturing within one year  from  the  date  of
    issuance thereof issued by any commercial bank organized under the laws
    of the United States of America or any State thereof or the District of
    Columbia  having  combined  capital  and  surplus  of  not  less   than
    $100,000,000 and, unless issued by the Agent or a Lender,  not  subject
    to  set-off  or  offset rights in favor of such bank arising  from  any
    banking relationship with such bank.
     
    "Chassis Sublimit" means the sum of $10,000,000.

    "Clearing  Bank"  means  NationsBank and  any  other  banking
    institution with which an Agency Account has been established  pursuant
    to an Agency Account Agreement.

    "Collateral"  means and includes all of each Borrower's right,  title
    and  interest  in  and to each of the following, wherever  located  and
    whether now or hereafter existing or now owned or hereafter acquired or
    arising:

       (a) all Receivables,

       (b) all Inventory,

       (c) all Equipment,

       (d) all General Intangibles,

       (e) all Real Estate covered by any Mortgage,

       (f) all goods and other property, whether or not delivered,

        (i) the sale or lease of which gives or purports  to  give
    rise  to any Receivable, including, but not limited to, all merchandise
    returned or rejected by or repossessed from customers, or

         (ii) securing any Receivable,

    including without limitation, all rights as an unpaid vendor or
    lienor (including, without limitation, stoppage in transit, replevin
    and reclamation) with respect to such goods and other property,
      
       (g) all mortgages, deeds to secure debt and deeds of trust on real
    or  personal  property,  guaranties, leases, security  agreements,  and
    other  agreements and property which secure or relate to any Receivable
    or  other  Collateral, or are acquired for the purpose of securing  and
    enforcing any item thereof,

       (h)   all  documents  of  title,  policies  and  certificates   of
    insurance,   securities,  chattel  paper  and   other   documents   and
    instruments  evidencing  or  pertaining  to  any  and  all   items   of
    Collateral,

       (i) all files, correspondence, computer programs, tapes, discs and
    related  data processing software which contain information identifying
    or  pertaining  to  any of the Receivables or any  Account  Debtor,  or
    showing  the amounts thereof or payments thereon or otherwise necessary
    or helpful in the realization thereon or the collection thereof,

       (j)  all  cash  deposited with the Agent  or  any  Lender  or  any
    Affiliate  of  the  Agent or any Lender or which  the  Agent,  for  the
    benefit of the Lenders, or any Lender or such Affiliate is entitled  to
    retain or otherwise possess as collateral pursuant to the provisions of
    this  Agreement  or  any  of the Security Documents  or  any  agreement
    relating to any Letters of Credit, and

       (k)  any and all products and proceeds of the foregoing (including,
    but not   limited  to,  any  claim  to  any  item  referred  to  in
    this definition,  and  any  claim against any third  party  for  loss of
    damage  to  or  destruction of any or all of, the Collateral  or  for
    proceeds  payable  under,  or  unearned  premiums  with  respect  to,
    policies  of insurance) in whatever form, including, but not  limited
    to,  cash,  negotiable  instruments and  other  instruments  for  the
    payment  of  money,  chattel  paper, security  agreements  and  other
    documents.

    "Collins" means Collins Industries, Inc., a Missouri corporation.

    "Commitment"  means,  as  to each Lender  at  any  time,  the
    Revolving Credit Commitment of such Lender.

    "Commitment   Percentage"  means,  as  to  any  Lender,   the
    percentage  of the Total Commitment obtained by dividing such  Lender's
    Commitment by the Total Commitment.
    
    "Consolidated Subsidiaries" means, as to Collins,  Bus,  WCI,
    Capacity,  Mobile,  World  Trans,  Global  Captive  Casualty  &  Surety
    Company,  a  Kansas  corporation, Collins  Financial,  Inc.,  a  Kansas
    corporation,  Collins  International,  Inc.,  a  U.S.  Virgin   Islands
    corporation,  and any other Subsidiaries of Collins whose accounts  are
    at  the  time in question, in accordance with GAAP and pursuant to  the
    written  consent of the Required Lenders, which consent may be withheld
    in  their  absolute discretion and conditioned upon,  inter  alia,  the
    execution  and  delivery of guaranties, security agreements,  mortgages
    and  other documents required by the Required Lenders in their absolute
    discretion, consolidated with those of Collins.

    "Contaminant"   means   any   waste,   pollutant,   hazardous
    substance,  toxic substance, hazardous waste, special waste,  petroleum
    or petroleum-derived substance or waste, or any constituent of any such
    substance or waste.

    "Contra"  means  at  the  time of determination,  as  to  any
    Receivable,   the   aggregate  amount  of  all   offsets,   deductions,
    counterclaims,  disputes, or other contingencies with respect  to  such
    Receivable  and  any other amount owing by a Borrower  to  the  Account
    Debtor on such Receivable of a Borrower.

    "Controlled Disbursement Account" means one or more  accounts
    maintained  by  and  in  the  name of one  or  more  Borrowers  with  a
    Disbursing  Bank for the purposes of disbursing Revolving  Credit  Loan
    proceeds and amounts deposited thereto.

    "Copyrights"  means and includes, as to any  Person,  all  of
    such  Person's  then-owned or existing and future acquired  or  arising
    right, title and interest in and to

      (a)  all  copyrights,  fights and interests in  copyrights,  works
    protectable   by  copyright,  copyright  registrations  and   copyright
    applications;

      (b) all renewals of any of the foregoing;

      (c)  all  income, royalties, damages and payments now or hereafter
    due  and/or  payable  under  any of the foregoing,  including,  without
    limitation, damages or payments for past or future infringements of any
    of the foregoing;
     
      (d) the right to sue for past, present and future infringements of
    any of the foregoing; and

      (e) all rights corresponding to any of the foregoing throughout
    the world.

    "Cost,"  when  used  in connection with  Eligible  Inventory,
    means the lesser of (i) cost computed on a first-in-first-out basis  as
    determined in accordance with GAAP, and-(ii) fair market value  at  the
    time of determination.

    "Current  Assets"  means, with respect  to  any  Person,  the
    aggregate  amount  of assets of such Person which  should  properly  be
    classified  as current assets in accordance with GAAP, after  deducting
    adequate  reserves  in  each  case where a reserve  is  appropriate  in
    accordonce with GAAP.

    "Current Liabilities" means, with respect to any Person,  the
    aggregate  amount  of  all  Liabilities of  such  Person  which  should
    properly  be classified as current liabilities in acerdance with  GAAP,
    provided,  that when applied to one or more Borrowers, there  shall  be
    excluded from Current Liabilities any amount of the Secured Obligations
    so classified.

    "Current Maturities" means, when used in connection with Long-
    Term Liabilities, as of any date of determination, the principal amount
    of  such Liabilities coming due on such date or during the twelve-month
    period  following  such  date  in accordance  with  the  terms  of  any
    instrument  or  agreement  evidencing  such  Liabilities  or   relating
    thereto.

    "Default"  means any of the events specified in Section  12.1
    which  with  the  passage of time or giving of  notice  or  both  would
    constitute an Event of Default.

    "Default Interest Margin" means 4.0%.

    "Disbursing  Bank"  means any commercial bank  with  which  a
    Controlled Disbursement Account is maintained after the Effective Date.
 
    "Dollar" and "$" means freely transferable United States dollars.

    "Effective Date" means the later of:

      (a) the Agreement Date, and

      (b)  the  first date on which all of the conditions set  forth  in
    Artide 5 shall have been fulfilled.

    "Effective  Interest Rate" means each rate  of  interest  per
    annum  on  the  Revolving  Credit Loans in effect  from  time  to  time
    pursuant to the provisions of Sections 4.1(a) and (b).

    "Eligible 3000 Bus Chassis Inventory" means, as of  the  date
    of determination, new, unused motor vehicle chassis (a) manufactured by
    Coilins  or a Subsidiary of Collins within twelve (12) months  of  such
    date  of  determination,  and  (b) as to which  the  Trustee  holds  the
    manufacturers certificate or statement of origin for the benefit of the
    Agent and the Lenders under the Trust Agreement.

    "Eligible  Assignee"  means (i) a commercial  bank  organized
    under the laws of the United States, or any State thereof, having total
    assets  in excess of $1,000,000,000 or any commercial finance or  asset
    based lending Affiliate of any such commercial bank; (ii) a savings and
    loan association or savings bank organized under the laws of the United
    States,  or  any  State  thereof,  having  a  net  worth  of  at  least
    $250,000,000 calculated in accordance with GAAP; and (iii)  any  Lender
    listed  on the signature page of this Agreement; provided in each  case
    that  the representation contained in Section 13.1(c)(i) hereof  shall
    be applicable with respect to such institution or Lender.

    "Eligible  Chassis Inventory" means, as of the date of  determination,
    new,  unused motor vehicle chassis (i) purchased by a Borrower  from  a
    dealer  for  an Acceptable Chassis Manufacturer (1) within twelve  (12)
    months  of  such date of determination, or (2) if such purchase  occurs
    prior  to such 12-month period, for which such Borrower has obtained  a
    valid and binding purchase order or contract .to purchase acceptable to
    the  Agent, (ii)as to which the manufacturer's certificate or statement
    of  origin is held by, or is in transit to, the Trustee for the benefit
    of the Agent and the Lenders under the Trust Agreement, and (iii)  as
    to which the purchase price has been paid in full by such Borrower.

    "Eligible Finished Goods Inventory" means, as of the date  of
    determination,  (a)  in  the case of motor  vehicles,  any  such  motor
    vehicle  the  manufacture of which has been completed  within  six  (6)
    months of such date of determination and which is held for sale in  the
    ordinary course of business without further manufacturing or processing
    by  such  Borrower, and (b) in the case of other finished  goods,  such
    goods  as  are  held by a Borrower for sale in the ordinary  course  of
    business without further manufacturing or processing.

    "Eligible Foreign Receivables" means Receivables owing by  an
    Account  Debtor that is located outside of the United States of America
    (for  this purpose, the Commonwealth of Puerto Rico shall be considered
    located  within  the United States of America), other  than,  (i)  such
    Receivables  arising under contracts with foreign  governments  to  the
    extent  expressly approved by the Agent, and (ii)such  Receivables  the
    payment of which is supported by a letter of credit acceptable  to  the
    Agent in all respects.

    "Eligible Inventory" means Inventory which the Agent, in the
    exercise of its reasonable credit judgment, determines to meet  all  of
    the following requirements:

      (a) such Inventory is owned by a Borrower, is stored at a location
    listed  on Schedule 6.1(u), is subject to the Security Interest,  which
    is  perfected  as to such Inventory, and is subject to  no  other  Lien
    whatsoever other than a Permitted Lien,

      (b)  such Inventory consists of Eligible Finished Goods Inventory,
    Eligible  Chassis Inventory, Eligible Raw Materials Inventory, Eligible
    Used Vehicle Inventory or Eligible 3000 Bus Chassis Inventory,

      (c) such Inventory is in good condition and meets all standards
    imposed by any govemmental agency, or department or division thereof,
    having regulatory authority over such goods, their use or sale,
 
      (d)  such  Inventory  is currently either usable  or  salable,  at
    prices  approximating  at  least Cost, in the  normal  course  of  such
    Borrower's business and is not slow moving or stale,

      (e)  such Inventory is not obsolete or returned or repossessed  or
    used  goods  taken  in trade to the extent that such Inventory  is  not
    Eligible Used Vehicle Inventory,

      (f)  such Inventory is located within the United States at one  of
    the locations set forth in the most recent Schedule of Inventory,

      (g)  such  Inventory is in the possession and control of a  Borrower
    and  not  any third party, or if the Inventory is held by a  third
    party bailee and a negotiable instrument. has not been issued with
    respect  to  it (i) a financing statement, which names  the  third
    party bailee as the debtor/bailee, names a Borrower as the secured
    party/bailor,  names  the  Agent  as  assignee  of   the   secured
    party/bailor   and  contains  a  description  of  such   Inventory
    acceptable  to the Agent and is otherwise in compliance  with  the
    requirements of Section 9.304(3) of the UCC, has been filed in the
    appropriate filing office and (ii) such other steps as  the  Agent
    may  reasonably  require in order to establish  and  preserve  the
    priority of the Security Interest against secured creditors of the
    third party bailee or a Borrower shall have been taken,
 
      (h)  if  such  Inventory is located in a warehouse  or  other
    facility  leased  by a Borrower, the lessor has delivered  to  the
    Agent, on behalf of the Lenders, a waiver and consent in form  and
    substance satisfactory to the Agent, and
          
      (i)  such Inventory is not determined by the Agent, on behalf
    of the Lenders, in the exercise of its reasonable credit judgment,
    to be ineligible for any other reason.
         
    "Eligible Raw Materials Inventory" means all raw materials
    used or consumed in the business of any Borrower, other than motor
    vehicle chassis.
          
    "Eligible Receivable" means a Receivable that consists of the
    unpaid  portion of a Rebate Receivable or the obligation stated on  the
    invoice issued to an Account Debtor with respect to Inventory sold  and
    shipped to or services performed for such Account Debtor in the ordinary
    course of business, net of any credits or rebates owed by the applicable
    Borrower to the Account Debtor, and that the Agent, in the exercise  of
    its reasonable credit judgment, determines to meet all of the following
    requirements:
          
      (a)  such Receivable is owned by a Borrower and represents  a
    complete bona fide transaction which requires no further act under
    any  circumstances  on  the  part of any  Borrower  to  make  such
    Receivable payable by the Account Debtor,
            
      (b) the due date for such Receivable shall not be more than 30 days
    after the date of the shipment of the goods the sale of which gave
    rise to such Receivable (or the ate of performance of services for
    Receivables arising from the performance of services),
          
      (c)  no  more than 90 days have elapsed from the date of  the
    original  invoice, unless the Account Debtor is New York City,  in
    which case no more than 150 days have elapsed from the date of the
    original invoice,
          
      (d)  the goods the sale of which gave rise to such Receivable
    were shipped or delivered to the Account Debtor on an absolute sale
    basis  and  not on a bill and hold sale basis, a consignment  sale
    basis, a guaranteed sale basis, a sale or return basis, or on  the
    basis  of any other similar understanding and no material part  of
    such goods has been returned or rejected,
     
      (e)  such  Receivable  is not evidenced by  chattel  paper  or  an
    instrument of any kind unless such chattel paper or instrument has been
    collateraily assigned to the-Agent, for the benefit of itself as  Agent
    and  the  Lenders,  pursuant to an assignment  in  form  and  substance
    satisfactory to the Agent and is in the possession of the Agent,

      (f)  the  Account  Debtor with respect to such Receivable  is  not
    insolvent or the subject of any bankruptcy or insolvency proceedings of
    any  kind  or of-any other proceeding or action, threatened or pending,
    which  might,  in the Agent's sole judgment, have a Materially  Adverse
    Effect on such Account Debtor,

      (g) such Receivable is not owing by an Account Debtor having 50% or
    more in face value of its then-existing accounts owing to the Borrowers
    remaining unpaid more than 90 days (or in the case of New York City, 150
    days) after the date of the original invoice,

      (h) such Receivable is not owing by an Account Debtor whose then-
    existing accounts owing to the Borrowers exceed in face amount  20%  of
    the Borrowers' total Eligible Receivables,

      (i)  if  such Receivable arises from the performance of  services,
    such services have been fully rendered and do not relate to any warranty
    claim or obligation,

      (j) [Reserved]

      (k) such Receivable is a valid, legally enforceable obligation  of
    the Account Debtor with respect thereto,
 
      (l) such Receivable is subject to the Security Interest, which  is
    perfected  as  to  such Receivable, and is subject  to  no  other  Lien
    whatsoever other than a Permitted Lien,

      (m)   such  Receivable  is  evidenced  by  an  invoice  or   other
    documentation in form acceptable to the Agent,

      (n) the Receivable is not subject to the Assignment of Claims Act  of
    1940,  as  amended  from  time to time, or any Applicable  Law  now  or
    hereafter  existing  similar  in  effect  thereto,  or  to  any   other
    prohibition (under Applicable Law, by contract or otherwise) against its
    assignment or requiring notice of or consent to such assignment, unless
    all  such  required notices have been given, all such required consents
    have been received and all other procedures have been complied with such
    that  such Receivable shall have been duly and validly assigned to  the
    Agent, for the benefit of the Lenders,

     (o) the goods giving rise to such Receivable were not, at the time
    of  the sale thereof, subject to any Lien, except the Security Interest
    and Permitted Liens,

     (p) no Borrower is in breach of any express or implied representation or
    warranty with respect to the goods the sale of which gave rise to such
    Receivable nor in breach of any representation or warranty, covenant or
    other agreement contained in the Loan Documents with repect to such
    Receivable,

     (q) such Receivable does not arise out of any transaction with any
    Subsidiary,  Affiliate,  creditor, tenant or  lessor  of  the  relevant
    Borrower,

     (r) the relevant Borrower is not the beneficiary of any letter of
    credit, nor has any bond or other undertalcing by a guarantor or surety
    been obtained, supporting such Receivable and the Account Debtor's
    obligations in respect thereof,

     (s)  such  Receivable  does not arise out of  finance  or  similar
    charges by a Borrower or other fees for the time value of money,

     (t)  the  Account  Debtor with respect to such Receivable  is  not
    located in New Jersey or any other State denying creditors access to its
    courts  in  the absence of qualification to transact business  in  such
    State  or the filing of a Notice of Business Activities Report or other
    similar filing, unless the relevant Borrower has either qualified as  a
    foreign corporation authorized to transact business in such State or has
    filed a Notice of Business Activities Report or similar filing with the
    applicable State agency for the then-current year, and

     (u) neither the Account Debtor with respect to such Receivable, nor
    such  Receivable, is determined by the Agent, in the  exercise  of  its
    reasonable credit judgment, discretion to be ineligible for  any  other
    reason.

          "Eligible  Used  Vehicle Inventory" means motor  vehicles  in
    good, saleable condition as used vehicles in the ordinary course  of  a
    Borrowers  business which a Borrower has taken in trade  in  connection
    with the sale of other vehicles manufactured by it and as to which  all
    certificates of title and other title doaunents are held by the Trustee
    under the Trust Agreement for the benefit of the Agent and the Lenders.
          
          "Environmental  Laws"  means all federal,  state,  local  and
    foreign  laws  now  or  hereafter in effect  relating  to  pollution  or
    protection  of  the environment, including laws relating to  emissions;
    discharges, Releases or threatened Releases of pollutants, Contaminants,
    chemicals, or industrial, toxic or hazardous substances or wastes  into
    the  environment (including, without limitation, ambient  air,  surface
    water, ground water, or land), or otherwise relating to the manufacture,
    processing,  distribution, use, treatment, storage, disposal,  removal,
    transport,  or  handling  of  pollutants, Contaminants,  chemicals,  or
    industrial,  toxic or hazardous substances or wastes, and any  and  all
    regulations, notices or demand letters issued, entered, promulgated  or
    approved  thereunder; such laws and regulations  include  but  are  not
    limited to the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et
    seq., as amended; the Comprehensive Environmental Response, Compensation
    and  Liability  Act,  42 U.S.C. ' 9601 et seq., as amended;  the  Toxic
    Substances Control Act, 15 U.S.C. ' 2601 et seq., as amended; the Clean
    Air  Act,  46 U.S.C. ' 7401 et seq., as amended; and state and  federal
    lien and environmental cleanup programs.
          
          "Environmental Lien" means a Lien in favor of any governmental
    entity  for  (a) any liability under Environmental Laws or (b)  damages
    arising from, or costs incurred by such governmental entity in response
    to,   a  Release  or  threatened  Release  of  Contaminant  into   the
    environment.
          
          "Equipment" means and includes, as to any Person, all of such
    Person's then-owned  or  existing  and  future  acquired  or   arising
    machinery,  apparatus, equipment, motor vehicles,  tractors,  trailers,
    rolling  stock, fittings, fixtures and other tangible personal property
    (other  than  Inventory)  of every kind and description  used  in  such
    Person's  business operations or owned by such Person or in which  such
    Person has an interest, and all parts, accessories and special tools and
    all increases and accessions thereto and substitutions and replacements
    therefor.

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

          "Eurodollar Rate" means, with respect to any Eurodollar Rate
    Loan for the Interest Period applicable thereto, a simple per annum
    interest rate determined pursuant to the following formula:

       Eurodollar Rate =                       Interbank Offered Rate
                                          1 - Eurodollar Reserve Percentage


    The Eurodollar Rate shall be adjusted automatically as of the effective
    date of any change in the Eurodollar Reserve Percentage.

          "Eurodollar  Rate  Loan"  means a Eurodollar  Rate  Revolving
    Credit Loan or a Eurodollar Rate Term Loan.

          "Eurodollar  Rate Revolving Credit Loan" means  a  Revolving
    Credit  Loan  which  bears interest determined with  reference  to  the
    Eurodollar Rate.

          "Eurodollar  Rate  Term Loan" means a Term Loan  which  bears
    interest determined with reference to the Eurodollar Rate.

          "Eurodollar  Reserve Percentage" applicable to  any  Interest
    Period means the rate (expressed as a decimal) applicable to the Lenders
    during such Interest Period under regulations issued from time to  time
    by the Board of Governors of the Federal Reserve System for determining
    the  maximum  reserve requirement (including, without  limitation,  any
    basic, supplemental, emergency or marginal reserve requirement) of  the
    Lenders  with  respect to "Eurocurrency Liabilities" as  that  term  is
    defined  under  such regulations. Without limiting the  effect  of  the
    foregoing,  the Eurodollar Reserve Percentage shall include  any  other
    reserves  required to be maintained by the Lenders  by  reason  of  any
    regulatory change with respect to (i) any category of liabilities  that
    includes deposits by reference to which the "interbank Offered Rate" is
    to  be  determined as provided in the definition of "Interbank  Offered
    Rate" below or (ii) any category of extensions of credit or other assets
    that includes Eurodollar Rate Loans.

          "Event  of  Default"  means any of the  events  specified  in
    Section 12.1, provided that any requirement for notice or lapse of time
    or any other condition has been satisfied.

          "Federal  Funds  Effective Rate" means,  for  any  period,  a
    fluctuating  interest  rate per annum equal for each  day  during  such
    period to the weighted average of the rates on overnight federal  funds
    transactions  with  members of the Federal Reserve system  arranged  by
    federal funds brokers, as published for such day (or, if such day is not
    a  Business  Day, for the next preceding Business Day) by  the  Federal
    Reserve  Bank of Atlanta, or, if such rate is not so published for  any
    day which is a Business Day, the average of the quotations for such day
    on  such transactions received by NationsBank from three federal  funds
    brokers of recognized standing selected by NationsBank.

          "Financial Officer" means the chief financial officer of Collins.

          "Financing  Statements" means any and all Uniform  Commercial
    Code  financing statements, in form and substance satisfactory  to  the
    Agent, executed and delivered by a Borrower or a Guarantor to the Agent,
    naming the Agent, for the benefit of the Lenders, as secured party  and
    such Borrower or Guarantor as debtor, in connection with this Agreement
    and the Loan Documents.

         "Finished Goods Sublimit" means the sum of $7,000,000.
          
          "Fiscal  Year"  means the accounting year  of  the  Borrowers
    beginning  November  1 of each year and ending on  October  31  of  the
    following year.

          "Fixed Charge Coverage Ratio" means, for any period, the ratio
    of  (i)  the  sum  of  consolidated  Net  Income  of  Collins  and  its
    Consolidated  Subsidiaries for such period plus  (without  duplication)
    consolidated  depreciation expense plus consolidated amortization  plus
    consolidated  interest expense plus consolidated  Non-Cash  Charges  of
    Collins and its Consolidated Subsidiaries for such period to the extent
    the same were deducted in computing such consolidated Net Income to (ii)
    the sum of consolidated Current Maturities of Long-Term Liabilities and
    Capitalized  Lease Obligations as of the last day of such  period  plus
    consolidated  interest  expense  plus  consolidated  Internally  Funded
    Capital  Expenditures plus consolidated Restricted Payments of  Collins
    and its Consolidated Subsidiaries, in each case for such period.

          "Foreign Receivables Sublimit" means the sum of $200,000.

          "GAAP" means generally accepted accounting principles consistently
    applied and maintained throughout the period indicated and, when used
    with reference to the Borrowers or any Subsidiary, consistent with the
    prior financial practice of the Borrowers, as reflected on the financial
    statements referred to in Section 6.1(n); provided, however, that, in
    the event that changes shall be mandated by the Financial Accounting
    Standards Board or any similar accounting authority of comparable
    standing, or shall be recommended by the Borrowers' independent public
    accountants, such changes shall be included in GAAP as applicable to the
    Borrowers only from and after such date as the Borrowers, the Required
    Lenders and the Agent shall have amended this Agreement to the extent
    necessary to reflect any such changes in the financial covenants set
    forth in Article 11.

          "General  Intangibles" means and includes, as to  any  Person,
    all  of  such  Person's then-owned or existing and future  acquired  or
    arising general intangibles, choses in action and causes of action  and
    all other intangible personal property of such Person of every kind and
    nature  (other.than  Receivables), including, without  limitation,  any
    rights under contracts not yet earned by performance and not evidenced
    by an instrument or chattel paper, all Proprietary Rights, corporate or
    other   business  records,  inventions,  designs,  blueprints,   plans,
    specifications,   goodwill,   computer   software,   customer    lists,
    registrations, licenses, franchises, tax refund claims,  reversions  or
    any rights thereto and any other amounts payable to such Person from any
    Plan or other employee benefit plan, rights and claims against carriers
    and shippers, rights to indemnification, business interruption insurance
    and  proceeds  thereof,  property, casualty  or  any  similar  type  of
    insurance and any proceeds thereof, proceeds of insurance covering  the
    lives  of  key  employees on which such Person is beneficiary  and  any
    letter of credit, guarantee, claims, security interest or other security
    held by or granted to such Person to secure payment by an Account Debtor
    of any of the Receivables.

          "Governmental Approvals" means all authorizations,  consents,
    approvals, licenses and exemptions of, registrations and filings  with,
    and  reports to, all governmental bodies, whether federal, state, local
    or foreign national or provincial and all agencies thereof.

          "Guarantor" means one of Collins International, Inc., a  U.S.
    Virgin Islands corporation, Collins Financial Services, Inc., a Kansas
    corporation,  and  Global Captive Casualty & Surety Company,  a  Kansas
    corporation,  and  each Person becoming a party as a Guarantor  to  the
    Guaranty Agreement after the Effective Date, and "Guarantors" means more
    than one of the foregoing.

          "Guarantor  Collateral" means property of the  Guarantors  in
    which  a Lien is granted in favor of the Agent for the benefit  of  the
    Lenders under the Guarantor Security Agreement.

          "Guarantor Security Agreement" means the Security Agreement,
    in  form  and  substance satisfactory to the Agent  and  the  Lenders,
    executed  and delivered on or about the Effective Date by each  of  the
    Guarantors pursuant to which each Guarantor grants a continuing Lien and
    security interest in all of its property as collateral security for its
    obligations under the Guaranty Agreement.

          "Guaranty," "Guaranteed" or to "Guarantee" as applied to  any
    obligation of another Person shall mean and include

          (a)  a  guaranty (other than by endorsement of  negotiable
     instruments  for collection in the ordinary course  of  business),
     directly or indirectly, in any manner, of any part or all of  such
     obligation of such other Person, and
     
          (b) an agreement, direct or indirect, contingent or otherwise, and
    whether or not constituting a guaranty, the practical effect of which is
    to assure the payment or performance (or payment of damages in the event
    of  nonperformance) of any part or all of such obligation of such other
    Person whether by

              (i) the purchase of securities or obligations,

              (ii) the purchase, sale or lease (as lessee or lessor) of
        property or  the  purchase  or  sale of services primarily for  the
        purpose  of enabling the obligor with respect to such obligation to
        make any payment or performance (or payment of damages in the event
        of nonperformance) of or on account of any part or all of such
        obligation, or to assure  the owner of such obligation against loss,

              (iii) the supplying of funds to or in any other manner 
        investing in the obligor with respect to such obligation,
     
              (iv) repayment of amounts drawn down by beneficiaries of
        letters of credit, or
     
              (v) the supplying of funds to or investing in a Person on
        account of  all or any part of such Person's obligation under a
        Guaranty of any obligation or indemnifying or holding harmless,
        in any way, such Person against any part or all of such obligation.

          "Guaranty Agreement" means the Guaranty Agreement, in form and
    substance  satisfactory  to  the Agent and the  Lenders,  executed  and
    delivered  on  or  about the Effective Date by each of  the  Guarantors
    pursuant  to which the Guarantors, joinfly and severally, guaranty  the
    Secured Obligations.

          "Indebtedness" of any Person means, without duplication,  all
    Liabilities of such Person, and to the extent not otherwise included in
    Liabilities, the following:

          (a)  all  obligations  for Money Borrowed or  for  the  deferred
    purchase price of property or services,

          (b) all obligations (including, during the noncancellable term  of
    any  lease  in  the nature of a title retention agreement,  all  future
    payment obligations under such lease discounted to their present  value
    in  accordance with GAAP) secured by any Lien to which any property  or
    asset  owned  or  held by such Person is subject, whether  or  not  the
    obligation secured thereby shall have been assumed by such Person,

          (c)  all  obligations  of  other Persons  which  such  Person  has
    Guaranteed,  including,  but not limited to, all  obligations  of  such
    Person  consisting  of  recourse liability  with  respect  to  accounts
    receivable sold or otherwise disposed of by such Person,

          (d)  all  obligations of such Person in respect of  Interest  Rate
    Protection Agreements, and

          (e)  in  the  case  of  the  Borrowers (without  duplication)  all
    obligations under the Revolving Credit Loans and the Term Loans.

          "Installment  Payment  Date" means  the  first  day  of  each
    calendar  month  commencing on June 1, 1995 and  continuing  thereafter
    until the Term Loans have been irrevocably paid in full.

          "Interbank Offered Rate" for an Interest Period means the rate
    per  annum (rounded upwards, if necessary to the nearest 1/100  of  1%)
    appearing  on Telerate Page 3750 (or any successor page) as the  London
    interbank  offered rate for deposits in Dollars at approximately  11:00
    a.m.  (London time) two Business Days prior to the first  day  of  such
    Interest Period for a term comparable to such Interest Period.  If  for
    any reason such rate is not available, the term "Interbank Offered Rate"
    shall  mean,  for  any  Eurodollar Rate Loan for  any  Interest  Period
    therefor,  the  rate per annum (rounded upwards, if necessary,  to  the
    nearest 1/100 of 1%) appearing on the Reuters Screen LIBO Page  as  the
    London  interbank offered rate for deposits in Dollars at approximately
    11:00  a.m. (London time) two Business Days prior to the first  day  of
    such  Interest  Period for a term comparable to such  Interest  Period;
    provided,  however,  that if more than one rate  is  specified  on  the
    Reuters  Screen LIBO Page, the applicable rate shall be the  arithmetic
    mean of all such rates.

          "Interest Payment Date" means (a) as to Prime Rate Loans, the
    first  day  of  each  calendar month commencing on  June  1,  1995  and
    continuing   thereafter  until  the  Secured  Obligations   have   been
    irrevocably  paid  in flail and (b) as to Eurodollar  Rate  Loans,  the
    earlier of (i) the last day of each applicable Interest Period or  (ii)
    quarterly.

          "Interest Period" means, with respect to each Eurodollar Rate
    Loan, the period commencing on the date of the making or continuation of
    or conversion to such Eurodollar Rate Loan and ending one, two, three or
    six  months  thereafter, as the Borrower may elect  in  the  applicable
    Notice  of Borrowing or Notice of Conversion or Continuation; provided,
    that:

          (i) any Interest Period that would otherwise end on a day that
    is not a Business Day shall, subject to the provisions of clause (iii)
    below, be extended to the next succeeding Business Day, unless such
    Business Day  falls  in  the next calendar month, in which case such
    Interest Period shall end on the immediately preceding Business Day;

          (ii) any Interest Period that begins on the last Business Day
    of a calendar  month  (or  on  a  day  for which  there  is  no
    numerically corresponding day in the last calendar month included in
    such  Interest Period)  shall, subject to clause (iii) below, end on
    the last Business Day of a calendar month;

          (iii) any Interest Period that would otherwise end after the
    last day of the then effective term of this Agreement shall end on
    such last day;

          (iv) no Interest Period applicable to a Eurodollar Rate Term
    Loan may end after the next installment of principal is due unless
    the aggregate principal amount of Prime Rate Term Loans and Eurodollar
    Rate Loans having Interest Periods ending prior to such payment date
    is at least equal to the amount of principal repayment due hereunder on
    such payment date; and

          (v)  notwithstanding clause (iii) above, no  Interest  Period
    shall have a duration of less than one month and if any applicable
    Interest Period would be for a shorter period, such Interest Period
    shall not be available hereunder.

          "Interest  Rate Protection Agreement" shall mean an  interest
    rate  swap, cap or collar agreement or similar arrangement between  any
    Person  and  a  financial institution providing  for  the  transfer  or
    mitigation  of  interest  risks  either  generally  or  under  specific
    contingencies.

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

          "lnternally Funded Capital Expenditures" means, for any period,
    all Capital Expenditures paid or incurred by a Borrower other than those
    financed by the incurrence of Permitted Purchase Money Indebtedness.

          "Inventory" means and includes, as to any Person, all of such
    Person's  then-owned  or  existing  and  future  acquired  or   arising
    inventory, as such term is defined in the Uniform Commercial Code,  and
    shall include, without limitation,

          (a)  all  goods  intended for sale or lease by a  Person,  or
    for display  or  demonstration, including, without  limitation,  all
    motor vehicles, wheel chair and other lifts and related accessories
    and other products intended for sale by such Person to its customers,

          (b)  all work in process,

          (c)  all  raw  materials and other materials and  supplies  of
    every nature  and description used or which might be used in connection
    with the  manufacture, packing, shipping, advertising, selling,  leasing
    or furnishing of such goods or otherwise used or consumed in such
    Person's business, including, without limitation, motor vehicle chassis,
    and

          (d) all documents evidencing and general intangibles relating
    to any of the foregoing.

          "Investment" means, with respect to any Person:

          (a)  the  acquisition or ownership by such Person of any share
    of capital stock, evidence of Indebtedness or other security issued
    by any other Person,

          (b) any loan, advance or extension of credit to, or contribution
    to the capital of, any other Person, excluding advances to employees
    in the ordinary course of business for business expenses,

          (c) any Guaranty of the obligations of any other Person,

          (d) any other investment (other than the Acquisition of a Business
    Unit) in any other Person, and

          (e)  any commitment or option to make any of the investments
    listed in  clauses  (a)  through (d) above if, in the case of an
    option,  the consideration therefor exceeds $100.

          "IRB Lease" means any lease of an IRB Project.

          "IRB Letter of Credit;" means one or more letters of credit
    issued by NationsBank, in its discretion and pursuant to documentation
    satisfactory in form and substance to it for the account of one or more
    Borrowers to support Industrial Revenue Bonds issued to finance an IRB
    Project.
          
          "IRB Letter of Credit Obligations" means, at any time, the sum
    of  (a) the reimbursement obligations of the Borrowers with respect  to
    drawings  under all IRB Letters of Credit at such time, plus,  (b)  the
    aggregate  of the maximum amount that is available for drawing  at  the
    time under all IRB Letters of Credit.

          "IRB Project" means one or more facilities or improvements to
    facilities  of one or more Borrowers financed with part or all  of  the
    proceeds of one or more issues of industrial revenue bonds.

          "IRB Obligations" means the Indebtedness or other obligations
    of one or more Borrowers with respect to the construction and financing
    of  the IRB Projects, including, without limitation, Indebtedness under
    related  industrial revenue bonds, in amounts approved by the  Required
    Lenders in their discretion

          "IRS" means the Internal Revenue Service.

          "Issuing  Bank"  means  NationsBank  or  any  other   banking
    institution  who subsequently becomes an issuer of a Letter  of  Credit
    hereunder.
          
          "Lender" means at any time any financial institution party to
    this Agreement in such capacity at such time, including any such Person
    becoming a party hereto pursuant to the provisions of Article  13,  and
    its  successors and assigns, and "Lenders" means at any time all of the
    financial institutions party to this Agreement in such capacity at such
    time, including any such Persons becoming parties hereto pursuant to the
    provisions of Article 13, and their successors and assigns.

          "Letter  of Credit" means any Letter of Credit issued  by  an
    Issuing  Bank  for the account of a Borrower pursuant to  Section  2.6,
    excluding, however, any IRB Letter of Credit.

          "Letter of Credit Amount" means, with respect to any Letter of
    Credit,  the aggregate maximum amount at any time available for drawing
    under such Letter of Credit.

          "Letter of Credit Documents" means the documents, in form and
    substance satisfactory to the Issuing Bank, required by the Issuing Bank
    to be executed by one or more Borrowers in connection with the issuance
    of a Letter of Credit, including, without limitation, a letter of credit
    application and Reimbursement Agreement.

          "Letter  of  Credit  Facility" means  a  subfacility  of  the
    Revolving Credit Facility in the amount of $3,000,000.

          "Letter of Credit Obligations" means, at any time, the sum of
    (a)  the Reimbursement Obligations of the Borrowers at such time,  plus
    (b)  the  aggregate  Letter  of  Credit Amount  of  Letters  of  Credit
    outstanding at such time, plus (c) the aggregate Letter of Credit Amount
    of  Letters of Credit the issuance of which has been authorized by  the
    Agent and the Issuing Bank pursuant to Section 2.6 but that have not yet
    been issued, in each case as determined by the Agent.

          "Letter  of  Credit Reserve" means, at any  time  as  to  any
    Borrower, the aggregate Letter of Credit Obligations at such time, other
    than  Letter  of  Credit  Obligations that are fully  secured  by  cash
    collateral.

          "Leverage Ratio" means, at any time, the ratio of consolidated
    Liabilities of Collins and its Consolidated Subsidiaries at  such  time
    minus  consolidated Subordinated Indebtedness at such time to  Tangible
    Net  Worth at such time plus consolidated Subordinated Indebtedness  at
    such time.

          "Liabilities" of any Person means all items (except for items
    of capital stock, additional paid-in capital or retained earnings, or of
    general contingency or deferred tax reserves) which in accordance  with
    GAAP would be included in determining total liabilities as shown on the
   liability side of a balance sheet of such Person as at the date  as  of
   which Liabilities are to be determined.

          "Lien" as applied to the property of any Person means:

          (a)  any  mortgage, deed to secure debt, deed of trust, lien,
    pledge, charge,   lease   constituting   a  Capitalized   Lease 
    Obligation, conditional  sale  or  other  title  retention  agreement,
    or  other security  interest,  security title or encumbrance  of  any
    kind  in respect of any property of such Person, or upon the income
    or profits therefrom,

          (b)  any arrangement, express or implied, under which any property
    of  such Person is transferred, sequestered or otherwise identified for
    the  purpose  of subjecting the same to the payment of Indebtedness  or
    performance of any other obligation in priority to the payment  of  the
    general, unsecured creditors of such Person,

          (c)  any Indebtedness which is unpaid more than 30 days after  the
    same shall have become due and payable and which if unpaid might by law
    (including,  but  not limited to, bankruptcy and insolvency  laws),  or
    otherwise, be given any priority whatsoever over the claims of  general
    unsecured creditors of such Person, and
     
          (d)  the  filing  of,  or  any agreement to  give,  any  financing
    statement  under the Uniform Commercial Code or its equivalent  in  any
    jurisdiction, excluding informational financing statements relating  to
    property leased by a Borrower.

          "Limited Chassis Liens" means Purchase Money Liens in favor of
    a  party who has executed an Intercreditor Agreement with the Agent  on
    terms  and  conditions  satisfactory to the  Agent  in  its  reasonable
    discretion, which Liens are limited to Chassis and the proceeds thereof.

          "Loan" means any Revolving Credit Loan or a Term Loan, as well
    as all such loans collectively, as the context requires.

          "Loan Account" and "Loan Accounts" shall have the meanings
    ascribed thereto in Section 4.5.

          "Loan Documents" means collectively this Agreement, the Notes,
    the Security Documents and each other instrument, agreement or document
    executed by a Borrower, a Guarantor or any Affiliate or Subsidiary of a
    Borrower or a Guarantor in connection with this Agreement, whether prior
    to, on or after the Effective Date, and each other instrument, agreement
    or docmnent referred to herein or contemplated hereby.

          "Lockbox" means each U.S. Post Office Box specified in a
    Lockbox Agreement.

          "Lockbox  Agreement" means each agreement between a  Borrower
    and  a Clearing Bank concerning the establishment of a Lockbox for  the
    collection of Receivables.

          "Long-Term Liabilities" means, with respect to any Person, the
    aggregate  amount of all Liabilities of such Person other than  Current
    Liabilities.

          "Make-Whole Amount" shall have the meaning set forth in
    Section 4.7(b).

          "Margin Stock" means margin stock as defined in Section  221.l(h)
    of Regulation U, as the same may be amended or supplemented  from
    time to time.

          "Materially Adverse Effect" means, with respect to any Person,
    a  materially  adverse  effect  upon such  Person's  business,  assets,
    liabilities, condition (financial or otherwise), results of  operations
    or  business  prospects, and in addition with respect to any  Borrower,
    means a materially adverse effect upon the Borrowers' ability to perform
    their  obligations hereunder or under any other Loan Document to  which
    any  Borrower is a party or upon the enforceability of such obligations
    against such Borrowers taken as a whole.

          "Money Borrowed" means, as applied to Indebtedness,

          (a) Indebtedness for money borrowed,

          (b) Indebtedness, whether or not in any such case the same was
    for money borrrowed,
     
              (i) represented by notes payable and drafts accepted that
    represent extensions of credit,

              (ii) constituting obligations evidenced by bonds, debentures,
    notes or similar instruments, or

              (iii)  upon which interest charges are customarily paid or
    that was  issued or assumed as full or partial payment for property
    (other than trade credit that is incurred in the ordinary course of
    business),

          (c) Indebtedness that constitutes a Capitalized Lease Obligation,
     and

          (d)  Indebtedness  that is such by virtue of  clause  (c)  of  the
    definition  thereof,  but  only  to the  extent  that  the  obligations
    Guaranteed are obligations that would constitute Indebtedness for Money
    Borrowed.

          "Mortgages" means and includes any and all of the  mortgages,
    deeds of trust, deeds to secure debt, assignments and other instruments
    executed and delivered by one or more Borrowers to or for the benefit of
    the Agent by which the Agent on behalf of the Lenders acquires a Lien on
    certain of the Borrowers' Real Estate or a collateral assignment of any
    Borrower's interest under leases of Real Estate.

          "Multiemployer Plan" means a "multiemployer plan" as  defined
    in Section 4001(a)(3) ERISA to 'which a Borrower or a Related Company is
    required  to  contribute  or  has contributed  within  the  immediately
    preceding six (6) years.

          "NationsBank" means NationsBank, N.A., a national banking
    association.

          "Net  Amount" means, with respect to any Investments made  by
    any Person, the gross amount of all such Investments minus the aggregate
    amount  of all cash received and the fair value, at the time of receipt
    by  such  Person, of all property received as payments of principal  or
    premiums,  returns of capital, liquidating dividends or  distributions,
    proceeds of sale or other dispositions with respect to such Investments.

          "Net  Income" means, as applied to any Person, the net income
    (or  net  loss) of such Person for the period in question alter  giving
    effect  to  deduction of or provision for all operating  expenses,  all
    taxes and reserves (including reserves for deferred taxes) and all other
    proper deductions, all determined in accordance with GAAP, provided that
    there shall be excluded:

          (a) the net income (or net loss) of any Person accrued prior to the
    date it becomes a Subsidiary of, or is merged into or consolidated with,
    the Person whose Net Income is being determined or a Subsidiary of such
    Person,

          (b) the net income (or net loss) of any Person in which the
    Person whose Net Income is being determined or any Subsidiary of
    such Person has an ownership interest, except, in the case of net
    income, to the extent that any such income has actually been
    received-by such Person or such Subsidiary in the form of cash
    dividends or similar distributions,

          (c)  any  restoration of any contingency reserve,  except  to
    the extent  that  provision for such reserve was made out of income
    during such period,

          (d)  any net gains or losses on the sale or other disposition, not
    in  the ordinary course of business, of Investments, Business Units and
    other  capital assets, provided that there shall also be  excluded  any
    related charges for taxes thereon,

          (e) any net gain arising from the collection of the proceeds of any
    insurance policy,

          (f) any write-up of any asset, and

          (g) any other extraordinary item.

          "Net Outstandings" of any Lender means, at any time, the  sum
    of  (a) all amounts paid by such Lender (other than pursuant to Section
    14.7)  to  the Agent in respect of Revolving Credit Loans or  otherwise
    under  this Agreement, minus (b) all amounts paid by the Agent to  such
    Lender  which  are  received by the Agent and which, pursuant  to  this
    Agreement, are paid over to such Lender for application in reduction of
    the outstanding principal balance of the Revolving Credit Loans.

          "Net  Worth" means, with respect to any Person, such person's
    total shareholders' equity (including capital stock, additional paid-in
    capital  and  retained earnings, after deducting treasury stock)  which
    would  appear  as  such on a balance sheet of such Person  prepared  in
    accordance with GAAP.

          "Non-Cash  Charges" means all non-cash expenses,  losses  and
    deductions other than depreciation and amortization deducted by Collins
    and its Consolidated Subsidiaries in determining their consolidated Net
    Income.

          "Non-Ratable Loan" means a Revolving Credit Loan made by
     NationsBank in accordance with the provisions of Section 4.8(c).

          "Note" means any of the Revolving Credit Notes or Term Notes,
    and "Notes" means more than one such Note.

         "Notice of Borrowing" has the meaning specified in 
    Section 2.2(a)(i)(A).

         "Notice of Conversion or Continuation" has the meaning specified in
    Section 4.19.

          "Operating  Lease"  means  any  lease  (other  than  a  lease
    constituting a Capitalized Lease) of real or personal property.

          "Original Agreement" means the agreement so defined in the
    Preliminary Statement.

          "Original Effective Date" means April 21, 1995.

          "PBGC" means the Pension Benefit Guaranty Corporation and any
    successor agency.

          "Patent  Assignment"  means  each  Assignment  for  Security-
    Patents, dated on or about the Effective Date, made by a Borrower to the
    Agent  for  the  benefit of the Lenders, as the same  may  be  amended,
    modified or supplemented from time to time.

          "Patents" means and includes, as to any Person, all  of  such
    Person's  then-owned or existing and future acquired or arising  right,
    title and interest in and to

          (a) any and all patents and patent applications,

          (b) inventions and improvements described and claimed therein,
 
          (c)  reissues, divisions, continuations, renewals, extensions  and
    continuations in-part thereof,

          (d) income, royalties, damages, claims and payments now or
    hereafter due  and/or payable under and with respect thereto, including,
    without limitation,  damages  and  payments for past and  future 
    infringements thereof;

          (e) rights to sue for past, present and future infringements
    thereof, and

          (f) all rights corresponding to any of the foregoing throughout
    the world.

          "Permitted Investments" means Investments of a Borrower in

          (a) Cash Equivalents,

          (b) sales of Inventory on credit in the ordinary course of business,

          (c)  shares  of capital stock, evidence of Indebtedness  or  other
    security acquired by the Borrowers (or any of them) in consideration for
    or  as evidence of past-due or restructured Receivables in an aggregate
    face amount of such Receivables at any time not to exceed $1,000,000,

          (d)  loans to officers, directors, shareholders, Subsidiaries  and
    Affiliates-not  to  exceed $50,000 in aggregate  outstanding  principal
    amount  at  any  time as to all Borrowers, provided that  any  loan  or
    advance  made  by a Borrower to any other Borrower shall  be  permitted
    without limitation to the amount thereof,

          (e) Guaranties permitted pursuant to Section 11.3,

          (f) those items described on Schedule 1.1B - Permitted Investments,

          (g) other Borrowers,

          (h) leases of finished goods Inventory to customers entered into
    in the ordinary course of business, provided that the Security Interest
    is duly perfected therein, and

          (i) shares of capital stock of publicly-traded competitors of
    the Borrowers in an amount not to exceed $50,000 in the aggregate.

          "Permitted Liens" means:

          (a)  Liens  securing  taxes, assessments  and  other  governmental
    charges  or levies (excluding any Lien imposed pursuant to any  of  the
    provisions of ERISA) or the claims of materialmen, mechanics, carriers,
    warehousemen  or  landlords for labor, materials, supplies  or  rentals
    incurred in the ordinary course of business, but (i) in all cases  only
    if  payment  shall not at the time be required to be made in accordance
    with  Section  9.6, and (ii) in the case of warehousemen or  landlords,
    only  if such Liens are junior to the Security Interest in any  of  the
    Collateral,

          (b)  Minor  survey exceptions or minor encumbrances, easements  or
    reservations, or rights of others for fights-of-way, utilities and other
    similar purposes, or zoning or other restrictions as to the use of real
    properties which are necessary for the conduct of the' activities of the
    applicable  Borrower  or  which  customarily  exist  on  properties  of
    corporations  engaged in similar activities and similarly situated  and
    which  do not in any event materially impair their use in the operation
    of the business of the applicable Borrower,

          (c) Liens securing Permitted Purchase Money Indebtedness,

          (d) Judgment Liens to the extent that the underlying judgement does
    not constitute an Event of Default under Section 12.1(j),

          (e)  Liens incurred or deposits made in the ordinary course of
    business in  connection with workers' compensation, unemployment
    insurance and other  types  of  social security, or to secure  the
    performance  of tenders,  statutory obligations, bids, leases,
    government  contracts, performance,  surety  and  return-of-money bonds
    and  other  similar obligations (exclusive of obligations for 
    the payment of Indebtedness for Money Borrowed),

          (f)   Any   extension,  renewal  or  replacement  (or   successive
    extensions, renewals or replacements) in whole or in part of  any  Lien
    referred  to  in  the foregoing paragraphs (a) through  (e)  inclusive,
    provided,  however,  that the principal amount of Indebtedness  secured
    thereby shall not exceed the principal amount of Indebtedness so secured
    at  the  time of such extension, renewal or replacement, and that  such
    extension, renewal or replacement shall be limited to the property which
    was subject to the Lien so extended, renewed or replaced,

          (g) Liens shown on Schedule 1.1 C - Permitted Liens, and

          (h)  Liens of the Agent, for the benefit of the Lenders, arising
    under this Agreement and the other Loan Documents.

          "Permitted Purchase Money Indebtedness" means Purchase  Money
    Indebtedness  (i) secured only by Purchase Money Liens and  Capitalized
    Lease Obligations, incurred by a Borrower after the Agreement Date,  up
    to  an  aggregate amount outstanding at any time equal to $250,000,  or
    (ii)  secured only by Limited Chassis Liens or (iii) consisting of  IRB
    Obligations.

          "Person"   means  an  individual,  corporation,  partnership,
    association,  trust or unincorporated organization, or a government  or
    any agency or political subdivision thereof.

          "Plan" means, as to any Person, any employee benefit plan  as
    defined in Section 3(3) of ERISA in respect of which such Person or any
    Related Company is, or within the immediately preceding six years  was,
    an "employer" as defined in Section 3(5) of ERIS.

          "Prime  Rate" means, on any day, the interest rate per  annum
    equal  to the rate of interest publicly announced by the Agent  at  its
    head office in Atlanta, Georgia as its "prime" rate, as in effect on the
    last Business Day of the calendar month immediately preceding the month
    in  which such day falls. The Agent lends at rates above and below  the
    Prime Rate.
          
          "Prime Rate Loan" means a Prime Rate Revolving Credit Loan or
    Prime Rate Term Loan.
          
          "Prime  Rate Revolving Credit Loan" means a Revolving  Credit
    Loan which bears interest determined with reference to the Prime Rate.

          "Prime Rate Term Loan" means a Term Loan which bears interest
   determined with reference to the Prime Rate.

          "Proprietary Rights" means and includes, as to any Person, all
    of such Person's then-owned or existing and future arising or acquired:
    Patents, Copyrights, Trademarks, applications therefor and licenses  in
    respect thereof including without limitation, those Proprietary  Rights
    of  the  Borrowers set forth on Schedule 6.1(bb) hereto, and all  other
    rights  under any of the foregoing, all extensions, renewals, reissues,
    divisions,  continuations,  and continuations-in-part  of  any  of  the
    foregoing,  and  all  rights  to  sue  for  past,  present  and  future
    infringement of any of the foregoing.

          "Purchase  Money Indebtedness" means Indebtedness created  or
   assumed to finance the payment of all or any part of the purchase price
   (not  in excess of the fair market value thereof) of any tangible asset
   (other  than Inventory) and incurred at the time of or within  10  days
   prior to or after the acquisition of such tangible asset.

          "Purchase Money Lien" means any Lien securing Purchase Money
    Indebtedness, but only if such Lien shall at all times be confined
    solely to the tangible asset (other than Inventory) the purchase price
    of which was financed through the incurfence of the Purchase Money
    Indebtedness secured by such Lien.

          "Quartedy  Compliance  Certificate" means  a  certificate  in
    substantially the form of Exhibit G to the effect set forth in  Section
    10.3.

          "Raw Materials Sublimit" means the sum of $5,000,000.

          "Real  Estate" means all of each Borrower's now  or  hereafter
    owned or leased estates in real property, including, without limitation,
    all  fees, leaseholds and future interests, together with all  of  such
    Borrower's  now  or  hereafter  owned  or  leased  interests   in   the
    improvements and emblements thereon, the fixtures attached thereto  and
    the  easements  appurtenant thereto, including, without limitation  the
    real property described on Schedule 6.1(w).

          "Rebate  Receivables" means Receivables owing to  a  Borrower
    from  a dealer for an Acceptable Chassis Manufacturer representing such
    Borrower's proportionate share of rebates payable to such dealer by any
    such  Acceptable Chassis Manufacturer by reason of the  sale  of  motor
    vehicle chassis to such Borrower.

          "Receivables"  means and includes, as to any Person,  all  of
    such Person's then-owned or existing and future acquired or arising

          (a) rights to the payment of money or other forms of consideration
    of  any  kind (whether classified under the Uniform Commercial Code  as
    accounts,  contract  fights,  chattel paper,  general  intangibles,  or
    otherwise) including, but not limited to, accounts receivable,  letters
    of  credit and the fight to receive payment thereunder, chattel  paper,
    tax  refunds,  insurance  proceeds,  contract  fights,  notes,  drafts,
    instruments,  documents, acceptances, and all other debts,  obligations
    and liabilities in whatever form from any Person,

          (b) all guarantees, security and Liens for payment thereof;

          (c)  all  goods, whether now owned or hereafter acquired, and
    whether sold,  delivered, undelivered, in transit or returned, which
    may  be represented by, or the sale or lease of which may have given
    rise to, any such right to payment or other debt, obligation or
    liability,  and

          (d) all cash and non-cash proceeds of any of the foregoing.

          "Register" shah have the meaning set forth in Section 13.1(d).
          
          "Regulation U" means Regulation U of the Board of Governors of
    the  Federal  Reserve System (or any successor), as  the  same  may  be
    amended or supplemented from time to time.

          "Reimbursement  Agreement" means, with respect to a Letter  of
    Credit, such  form  of application therefor and form of reimbursement
    agreement therefor  (whether  in-a single document or several  documents)
    as  the Issuing Bank may employ in the ordinary course of business for
    its own account, with such modifications thereto as may be agreed upon
    by the Issuing Bank had the applicable Borrower, provided that such
    application and  agreement and any modifications thereto are not
    inconsistent  with the terms of this Agreement.

          "Reimbursement   Obligations"  means  the  reimbursement   or
    repayment  obligations of a Borrower to the Issuing  Bank  pursuant  to
    Section 2.6(b) or pursuant to a Reimbursement Agreement with respect to
    amounts that have been drawn under Letters of Credit.

          "Related Company" means, as to any Person, any (i) corporation
    which  is a member of the same controlled group of corporations (within
    the  meaning  of Section 414(b) of the Internal Revenue Code)  as  such
    Person;  (ii)  partnership or other trade or business (whether  or  not
    incorporated)under common control (within the meaning of Section 414(c)
    of  the Internal Revenue Code) with such Person; or (iii) member of the
    same  affdiated service group (within the meaning of Section 414(m)  of
    the Internal Revenue Code) as such Person, any corporation described in
    clause  (i)  above or any partnership, trade or business  described  in
    clause (ii) above.

          "Release"  means  release, spill, emission, leaking  pumping,
    injection,   deposit,  disposal,  discharge,  dispersal,  leaching   or
    migration into the indoor or outdoor environment or into or out of  any
    property, including the movement of Contaminants through or in the air,
    soil, surface water or groundwater.

          "Remedial Action" means actions required to (i) clean up, remove,
    treat or  in  any  other way address Contaminants in the indoor or
    outdoor environment;  (ii)  prevent  the Release  or  threat  of  Release
    or minimize  the further Release of Contaminants so they do not  migrate
    or  endanger or threaten to endanger public health or welfare or  the
    indoor  or outdoor environment; or (iii) perform pre-remedial studies
    and investigations and post-remedial monitoring and care.

          "Reportable  Event"  has the meaning  set  forth  in  Section
    4043(b) of ERISA, but shall not include a Reportable Event as to  which
   the provision for 30 days' notice to the PBGC is waived under applicable
   regulations.

          "Required  Lenders"  means, at any time, any  combination  of
   Lenders whose Commitment Percentages at such time aggregate in excess of
   51%.

          "Restricted Payment" means (a) any dividend, distribution or
    payment on or with respect to (i) any shares of a Borrower's capital
    stock (other than dividends payable solely in shares of its capital
    stock) or (ii) any partnership interest in a Borrower, excluding,
    however, any such dividend, distribution or payment to a Borrower or
    any Subsidiary of a Borrower, (b) any redemption or prepayment or other
    retirement by a Borrower, prior to the stated maturity thereof or prior
    to the due date of any regularly scheduled installment or amortization
    payment with respect thereto, of any Indebtedness for Money Borrowed
    or of any Indebtedness that is junior and subordinate to the Secured
    Obligations, (c)the payment by a Borrower of the principal amount of or
    interest on any Indebtedness (other than trade debt) owing to a
    shareholder, partner or equity holder of a Borrower or to any Affiliate
    of any such shareholder, partner or equity holder, which Affiliate is not
    a Borrower, and (d) the payment of any management, consulting or similar
    fee by a Borrower to any of its Affiliates other than a Borrower.

          "Restricted  Purchase" means any payment on  account  of  the
    purchase, redemption or other acquisition or retirement by a Person  of
    any (a) shares of such Person's capital stock (except shares acquired on
    the  conversion  thereof into other shares of  capital  stock  of  such
    Person) or (b) a partnership interest in such Person, if such Person is
    a partnership.

          "Revolving  Credit Commitment" means, as  to  each Lender, the
    amount set forth opposite such Lender's name  on the  signature  pages
    hereof under the caption  "Commitment Amount - Rev. Loan" (or, if such
    Lender has entered into one or  more  Assignmments and Acceptances,
    set forth  for  such Lender  and such Borrower in the Register maintained
    by  the Agent  pursuant  to  Section  13.1(d)),  representing   such
    Lender's aggregate obligation, upon and subject to the  terms and
    conditions of this Agreement, to make Revolving  Credit Loans to each
    of the Borrowers.

          "Revolving Credit Facility' means, at any time, the principal
    amount of $17,000,000.

          "Revolving Credit Loan" means Loans made to a Borrower pursuant to
    Sections 2.1 and 2.2.

          "Revolving  Credit  Note"  means  each   Revolving
Credit  Note  made by the Borrowers, jointly and  severally,
payable to the order of a Lender issued in substitution  for
such  Notes  issued under the Original Agreement  evidencing
the  obligation of the Borrowers to pay the aggregate unpaid
principal amount of the Revolving Credit Loan made  to  them
by such Lender (and any promissory note or notes that may be
issued   from   time  to  time  in  substitution,   renewal,
extension, replacement or exchange therefor, whether payable
to such Lender or to a different Lender in connection with a
Person  becoming  a  Lender  after  the  Effective  Date  or
otherwise)  substantially in the form of Exhibit  A  hereto,
with  all  blanks properly completed, either  as  originally
executed  or  as  the  same  may  from  time  to   time   be
supplemented,  modified,  amended,  renewed,   extended   or
refinanced.

          "Schedule   of   Inventory"  means   a   schedule
delivered  by  the Borrowers to the Agent  pursuant  to  the
provisions of Section 8.12(b).
          
          "Schedule   of  Receivables"  means   a   schedule
delivered  by  the Borrowers to the Agent  pursuant  to  the
provisions of Section 8.12(a).

     "Secured Obligation" means, in each case whether now in
existence or hereafter arising,

      (a) the principal of, and interest and premium, if
any, on, the Loans,

     (b) all Reimbursement Obligations and other obligations
of  the Borrowers (or any of them) relating to Letters  of
Credit,
     
           (c) all IRB Letter of Credit Obligations,

          (d)  all obligations to the Agent, a Lender or any
     Affiliate of the Agent or any Lender under or  relating
     to Interest Rate Protection Agreements, and

          (e)  all  indebtedness, liabilities,  obligations,
     covenants and duties of the Borrowers, or any of  them,
     to  the  Agent or to the Lenders of every kind,  nature
     and  description  arising under or in respect  of  this
     Agreement,   the  Notes  or  any  of  the  other   Loan
     Documents,  whether  direct or  indirect,  absolute  or
     contingent,  due or not due, contractual  or  tortious,
     liquidated   or  unliquidated,  and  whether   or   not
     evidenced  by  any note, and whether  or  not  for  the
     payment  of  money, including without limitation,  fees
     required  to be paid pursuant to Article 4 and expenses
     required  to be paid or reimbursed pursuant to Sections
     15.2 and 15.14.

          "Security Documents" means each of the following:

          (a) the Financing Statements,

          (b) the Mortgages,

          (c) the Trust Agreement,

          (d) the Trademark Assignment,

          (e) the Patent Assignment,

          (f) the Guaranty Agreement,

          (g) the Guarantor Security Agreement, and

          (h) this Agreement and each other writing executed
     and  delivered  by  a  Borrower  or  any  other  Person
     securing the Secured Obligations.

     "Security Interest" means the Liens of the Agent, for the
benefit of itself as Agent and the Lenders, on and in the
Collateral and the Guarantor Collateral effected hereby or
by any of the Security Documents or pursuant to the terms
hereof or thereof.

     "Settlement  Date" means each Business  Day  after
the  Effective  Date  selected by  the  Agent  in  its  sole
discretion  subject to and in accordmace with the provisions
of  Section  4.8(e)  as  of which  a  Settlement  Report  is
delivered by the Agent and on which settlement is to be made
among  the  Lenders  in accordance with  the  provisions  of
Section 4.8.

     "Settlement Report" means each report, substantially in the
form attached hereto as Exhibit F, prepared by the Agent and
delivered  to  each  Lender and setting forth,  among  other
things, as of the Settlement Date indicated thereon  and  as
of   the  next  preceding  Settlement  Date,  the  aggregate
principal balance of all Revolving Credit Loans outstanding,
each  Lender's Commitment Percentage thereof,  each  Lenders
Net     Outstandings     and    all    Non-Ratable     Loans
made,  and  all  payments of principal,  interest  and  fees
received  by the Agent from the Borrowers during the  period
beginning on such next preceding Settlement Date and  ending
on such Settlement Date.

          "Subordinated Indebtedness" means any Indebtedness
for  Money  Borrowed, which is subordinated to  the  Secured
Obligations  on  terms  and  conditions  acceptable  to  the
Required Lenders in their sole discretion.

"Subsidiary"

     (a) when used to determine the relationship of a Person
to  another Person, means a Person of which an aggregate  of
50%  or more of the stock of any class or classes or 50%  or
more  of  other ownership interests is owned  of  record  or
beneficially  by  such  other Person,  or  by  one  or  more
Subsidiaries  of such other Person, or by such other  Person
and one or more Subsidiaries of such Person,

     (i)  if  the holders of such stock, or other  ownership
interests,   (A)   are  ordinarily,  in   the   absence   of
contingencies,  entitled  to vote  for  the  election  of  a
majority  of the directors (or other individuals  performing
similar functions) of such Person, even though the right  so
to  vote  has  been  suspended by the happening  of  such  a
contingency, or (B) are entitled, as such holders,  to  vote
for  the  election  of  a  majority  of  the  directors  (or
individuals  performing similar functions) of  such  Person,
whether or not the right so to vote exists by reason of  the
happening of a contingency, or

     (ii) in the case of such other ownership interests,  if
such   ownership  interests  constitute  a  majority  voting
interest, and

(b) when used without other designation, means a Subsidiary
of a Borrower.

          "Tangible  Net  Worth"  means,  at  any  time,  as
applied  to  the Borrowers, the consolidated  Net  Worth  of
Collins  and  its Consolidated Subsidiaries at the  time  in
question, after excluding therefrom all Receivables due from
officers,  directors,  shareholders and  Affiliates  of  the
Borrowers  and the amount of all intangible items  reflected
therein, including without limitation, all unamortized  debt
discount  and expense, unamortized research and  development
expense,  unamortized deferred charges,  goodwill,  patents,
trademarks,  service  marks, trade names,  copyrights,  non-
compete agreements and similar covenants, unamortized excess
cost  of  investment in non-Consolidated  Subsidiaries  over
equity  at dates of acquisition and all similar items  which
should properly be treated as intangibles in accordance with
GAAP.

          "Term  Loan" means either a Term Loan A or a  Term
Loan B, and "Term Loans" means all such Loans and refers  to
both Eurodollar Rate Term Loans and Prime Rate Term Loans.

          "Term  Loan A" means each Loan made to a  Borrower
pursuant to Section 3.1(a) ofthe Original Agreement, as  well
as all such Loans collectively, as the context requires.
          
          "Term  Loan  A lnstallment" means as to  Collins,
$4,166.66,  as to Bus, $5,000.00, as to WCI, $37,500.00  and
as to Capacity, $2,500.00.

          "Term Loan B" means the aggregate of the Term Loan
B  Advances  :made  to  the Borrowers  pursuant  to  Section
3.1(b).

          "Term Loan B Advance" means any advance of a  Term
Loan  B  occurring after the Effective Date pursuant to  the
provisions of Section 3.1(b).

          "Term Loan B Advance Date" means the date on which
a  Term Loan B Advance is made pursuant to the provisions of
Sections 3.1 and 3.2.

          "Term Loan B Commitment" means, as to each Lender,
the  amount equal to such Lender's Commitment Percentage  of
the   Term   Loan  B  Facility  representing  such  Lender's
aggregate  obligation, upon and subject  to  the  terms  and
conditions of this Agreement, to make Term Loans  B  to  the
Borrowers on the Effective Date.

"Term Loan B Facility" means a principal amount equal to
$2,000,000.

"Term Loan Commitments" means the Term Loan B Commitments.

"Term Loan Termination Date" means May 31, 2001.

          "Term  Note" means any of the Term Notes A or  the
Term Notes B and "Term Notes" means more than one such Note.

          "Term  Note A" means, any of the promissory  notes
made  by  a  Borrower  payable to  the  order  of  a  Lender
evidencing  the  obligations of such  Borrower  to  pay  the
aggregate  unpaid amount of the Term Loan  A  made  by  such
Lender  to such Borrower (and any promi.qsory note or  notes
that  may  be  issued  from time to  time  in  substitution,
renewal, extension, replacement or exchange therefor whether
payable  to the same or different Lender, whether issued  in
connection  with  a  Person  becoming  a  Lender  after  the
Effective Date or otherwise), substantially in the  form  of
Exhibit  13-1  hereto, with all blanks  properly  completed,
either  as originally executed or as the same ma.y  be  from
time  to  time be supplemented, modified, amended,  renewed,
extended  or refinanced, and "Term Notes A" means more  than
one such Term Note A.

          "Term  Note B" means any of the promissory  notes
made by the Borrowers, jointly and severally, payable to the
order  of  a  Lender  evidencing  the  obligations  of  such
Borrowers  to pay the aggregate unpaid amount  of  the  Term
Loan  B  made  by  such  Lender to the  Borrowers  (and  any
promissory  note or notes that may be issued  from  time  to
time  in  substitution, renewal, extension,  replacement  or
exchange  therefor whether payable to the same or  different
Lender,  whether issued in connection with a Person becoming
a   Lender   at,  er  the  Effective  Date  or   otherwise),
substantially in the form of Exhibit 13-2 hereto,  with  all
blanks properly completed, either as originally executed  or
as  the  same  may  be  from time to time  be  supplemented,
modified,  amended,  renewed, extended  or  refinanced,  and
"Term Notes B" means more than one such Term Note B.
          
          "Termination  Date"  means  May  31,  2001,   such
earlier  date  as  all Secured Obligations shall  have  been
irrevocably paid in full and the Revolving Credit  Facility.
shall  have been terminated, or such later date as to  which
the  same  may  be  extended pursuant to the  provisions  of
Section 2.5.

"Termination Event" means

     (a) a Reportable Event, or

     (b)  the  filing of a notice of intent to  terminate  a
Plan  or  the treatment of a Plan amendment as a termination
under Section 4041 of ERISA, or

      (c) the institution of proceedings to terminate a Plan
by  the PBGC under Section 4042 of ERISA, or the appointment
of a trustee to administer any Plan.

          "Total  Commitment" means at any time the  sum  of
the  Revolving  Credit Commitments of all  Lenders  at  such
time.

          "Trademark  Assignment" means each Assignment  for
Security - Trademarks, dated on or about the Effective Date,
made  by  a  Borrower to the Agent for the  benefit  of  the
Lenders.

          "Trademarks" means and includes, as to any Person,
all  of  such  Person's then-owned or existing  and  future
acquired or arising right, title and interest in and to

     (a)  trademarks (including service marks), trade  names
and  trade styles and the registrations and applications for
registration  thereof  and  the  goodwill  of  the  business
symbolized by the trademarks,

     (b)licenses of the foregoing, whether as licensee or
licensor,

     (c) renewals thereof,

     (d) income, royalties, damages and payments now or
hereafter due and/or payable with respect thereto, including,
without limitation, damages, claims and payments for past
and future infringements thereof,

     (e)   rights  to  sue  for  past,  present  and  future
infringements thereof, including the right to  settle  suits
involving claims and demands for royalties owing, and

          (f)    all rights corresponding to any of the
foregoing throughout the world.

          "Trust  Agreement"  means collectively  the  Trust
Agreements,  dated on or about the Effective Date,  among  a
Borrower,  the  Agent  and the named trustee,  in  form  and
substance  satisfactory  to the  Agent,  providing  for  the
holding  by  such trustee on behalf of the Lender  of  title
documents   relating  to  Eligible  Chassis  Inventory   and
periodic reporting relating thereto.

          "Trustee" means the person serving as Trustee under the
Trust Agreement from time to time.

          "Unfunded  Vested  Accrued Benefit.q"  means  with
respect  to  any Plan at any time, the amount  (if  any)  by
which

          (a) the present value of all vested nonforfeitable
benefits under, such Plan exceeds

          (b)  the fair market value of all Plan assets allocable
to  such benefits, all determined as of the then most recent
valuation date for such Plan.

          "Uniform   Commercial  Code"  means  the   Uniform
Commercial Code as in effect from time to time in the  State
of Georgia.

          "Used Vehicle Sublimit" means the sum of $750,000.

          "Valuable Transfer" as to any Borrower, means  and
shall  have been deemed to have occurred if proceeds of  any
Loan,  Letter  of Credit or other extension  of  credit  are
used, directly or indirectly, to (i) make a loan, advance or
capital  contribution to such Borrower,  (ii)  acquire  from
such  Borrower debt securities or other obligations of  such
Borrower, (iii) acquire property, any interest in  which  is
transferred to such Borrower (but only to the extent of  the
economic  benefit  to  such  Borrower  of  the  interest  so
transferred),  (iv)  purchase  equity  securities  of   such
Borrower,  or (v) otherwise confer, directly or  indirectly,
an economic benefit on such Borrower (but only to the extent
of such benefit).

          "WCI" means Wheeled Coach Industries, Inc., a Florida corporation.

          "Wholly-Owned Subsidiary" when used  to  determine
the  relationship  of  a Subsidiary  to  a  Person  means  a
Subsidiary  all of the issued and outstanding shares  (other
than  directors' qualifying shares) of the capital stock  of
which  shall at the time be owned by such Person or  one  or
more  of such Person's Wholly-Owned Subsidiaries or by such
Person  and  one  or  more  of  such  Person's  Wholly-Owned
Subsidiaries.

          "Year  2000  Complaint" means, as to any  computer
application  used  by  the Borrowers or  any  Subsidiary  of
Borrower,  or  any  supplier,  vendor  or  customer  of  the
Borrowers  or any of their Subsidiaries, that such  computer
application will not be negatively impacted by the Year 2000
Problem  and  that such computer application  is  reasonably
expected  on a timely basis to be able to properly recognize
and  perform  data-sensitive functions for all dates  before
and after January 1, 2000.

          "Year  2000 Problem" means the risk that  computer
applications  used  by  the  Borrowers  or  any   of   their
Subsidiaries,  or any supplier, vendor or  customer  of  the
Borrowers  or  any  of  their  Subsidiaries  with  which   a
Borrower's  or  such  Subsidiaries' data processing  systems
interface electronically may be unable to properly recocnize
and perform date-sensitive functions involving certain dates
prior to any and any date after December 31, 1999.

     SECTION 1.2    General.

     (a)  All terms of an accounting nature not specifically
defined  herein shall have the meaning ascribed  thereto  by
GAAP.

     (b)  The  terms  accounts, chattel paper,  contract  rights,
  documents,  equipment,  instruments,  general  intangibles
  and  inventory, as and when used in this Agreement or  the
  Security  Documents, shall have the meshings  given  those
  terms in the Uniform Commercial Code.

     (c)  Unless  otherwise specified, a reference  in  this
Agreement to a particular article, section or subsection  is
a  reference to that article, section or subsection of  this
Agreement, and the words "hereof;" "herein," "hereunder" and
words  of similar import, when used in this Agreement, refer
to  this  Agreement  as a whole and not  to  any  particular
provision, section or subsection of this Agreement.

     (d)  Wherever  from the context it appears appropriate,
each  term  stated in either the singular  or  plural  shall
include the singular and plural, and pronouns stated in  the
masculine,  feminine  or  neuter gender  shall  include  the
masculine, the feminine and the neuter.

     (e) Words denoting individuals include corporations and vice
versa.

     (f)  References to any legislation or statute or  code,
or  to any provisions of any legislation or statute or code,
shall  include any modification or reenactment  of;  or  any
legislative,  statutory or code provision  substituted  for,
such legislation, statute or code or provision thereof.

     (g) References to any document or agreement (including
this Agreement) shall include references to such document or
agreement  as  amended, novated, supplemented,  modified  or
replaced  from  time to time, so long as and to  the  extent
that  such amendment, novation, supplement, modification  or
replacement  is either not prohibited by the terms  of  this
Agreement or is consented to by the Required Lenders and the
Agent.

     (h)  Except  as specifically restricted, references  to
any  Person  include its successors or permitted substitutes
and assigns.

     (i) All references herein to a time- of day are, unless
otherwise  specified, references to  such  time  of  day  in
Atlanta, Georgia.

                               ARTICLE 2.

                          REVOLVING CREDIT FACILITY

     SECTION  2.1  Revolving Credit Leans.  Upon  the  terms  and
subject  to  the  conditions of, and in  reliance  upon  the
representations  and warranties made under, this  Agreement,
each  Lender  agrees, severally, but not  jointly,  to  make
Revolving  Credit Loans to the Borrowers from time  to  time
from the Effective Date to but not including the Termination
Date,  as  requested or deemed requested  by  the  Borrowers'
Representative in accordance with the terms of Section  2.2,
in  amounts  equal to such Lender's Commitment Percentage  of
each  Revolving  Credit Loan requested or  deemed  requested
hereunder  by  the  Borrowers up to  an  aggregate  principal
amount  at  any one time outstanding equal to such  Lender's
Commitment  Percentage of the lesser of  (i)  the  Revolving
Credit  Facility and (ii) the Borrowing Base, minus  in  the
case  of  each  (i) and (ii) the Letter of  Credit  Reserve;
provided,  however, that the aggregate principal  amount  of
all outstanding Revolving Credit Loans by all Lenders (after
giving effect to the Loans requested) shall not at any  time
exceed the lesser of (iii) the Revolving Credit Facility and
(iv) the Borrowing Base, minus in the case of each (iii) and
(iv)   the   Letter  of  Credit  Reserve.  It  is  expressly
understood  and agreed that the Lenders may and  at  present
intend  to  use  the  foregoing  limits  applicable  to  the
Borrowers  as a maximum ceiling on Revolving Credit Loans  to
such Borrowers; provided, however, that should the Revolving
Credit  Loans exceed the ceiling so determined or any  other
limitation  set  forth  in  this Agreement,  such  Revolving
Credit   Loans   shall   nevertheless   constitute   Secured
Obligations and, as such, shall be entitled to all  benefits
thereof and security therefor. The principal amount  of  any
Revolving  Credit Loan which is repaid may be reborrowed  by
the  Borrowers, subject to the terms and conditions of  this
Agreement, in accordance with the terms of this Section 2.1.
The  Agent's and each Lender's books and records  reflecting
the  date  and the amount of each Revolving Credit Loan  and
each  repayment of principal thereof shall constitute  prima
facie  evidence of the accuracy of the information  contained
therein,  subject to the provisions of Section 4.5.  On  the
Effective Date all Revolving Credit Loans outstanding  under
the Original Agreement shall remain outstanding as Revolving
Credit  Loans  under  this  Agreement;  provided  that   the
outstanding  Revolving  Credit  Notes  under  the   Original
Agreement  shall be deemed to be exchanged for the Revolving
Credit Notes issued under this Agreement.

          SECTION 2.2 Manner of Borrowing Revolving Credit
Loans. Borrowings under the Revolving Credit Facility  shall
be made as follows:

     (a)  Requests for Borrowing. A request for a  borrowing
shall  be  made,  or  shall be deemed to  be  made,  in  the
following manner:

     (i) Prime Rate Revolving Credit Loans. A request for  a
Borrowing  of  Prime Rate Loans under the  Revolving  Credit
Facility  shall be made, or shall be deemed to be  made,  in
the following manner:

     (A)    the    Borrowers,   through    the    Borrowers'
Representative, shall give the Agent at least  two  Business
Days'  prior  written  notice of the Effective  Date,  which
notice  shall  be  irrevocable, and, as to subsequent  Prime
Rate Revolving Credit Loans, the Borrowers may, through  the
Borrowers'  Representative, give the Agent notice  of  their
intention  to  borrow by giving telephonic  notice  (each  a
"Notice  of  Borrowing") which notice shall be irrevocable,
before 11:30 a.m. on the proposed borrowing date, specifying
the  proposed  amount of the requested Prime Rate  Revolving
Credit  Loan  to  each Borrower and the  proposed  borrowing
date,
     
     (B)  whenever a check or other item is presented  to  a
Disbursing   Bank   for   payment   against   a   Controlled
Disbursement   Account  (if such   an   account   has   been
established)  in  an amount greater than the  then available
balance in such account, such Disbursing Bank shall, and  is
hereby irrevocably authorized by the Borrowers to, give  the
Agent notice thereof, which notice shall be deemed to  be  a
request for one or more Prime Rate Revolving Credit Loans to
one  or  more  Borrowers on the date of such  notice  in  an
aggregate amount equal to the excess of such check or  other
item over such available balance,

     (C)  unless payment is otherwise made by the Borrowers,
the  becoming  due of any amount required to be  paid  under
this  Agreement  or  any  of  the Notes  (including  without
limitation,  the Term Notes) as interest or principal  shall
be  deemed  to  be  a  request for one or  more  Prime  Rate
Revolving Credit Loans from one or more Borrowers on the due
date in an aggregate amount equal to the amount required  to
pay such interest or principal,

     (D)  unless payment is otherwise made by the Borrowers,
the  becoming due of any other Secured Obligation  shall  be
deemed  to be a request for one or more Prime Rate Revolving
Credit Loans to one or more Borrowers on the due date in  an
aggregate amount equal to the amount then so due,  and  such
request shall be irrevocable, and

     (E)  the  receipt by the Agent of notification from  an
Issuing Bank that a drawing has been made under a Letter  of
Credit  and  the  Borrowers have  failed  to  reimburse  the
Issuing  Bank therefor, shall be deemed to be a request  for
one or more Prime Rate Revolving Credit Loans to one or more
Borrowers  on the date such notification is received  in  an
aggregate amount equal to the amount so unreimbursed;

provided,  that if any notice referred to  in  clause  (A)
above  is received after the applicable specified time,  the
proposed  borrowing will be postponed automatically  to  the
next Business Day.

     (ii)  Eurodollar  Rate  Revolving  Credit  Loans.   The
Borrowers  may  request  Eurodollar  Rate  Loans  under  the
Revolving  Credit  Facility by notifying  the  Agent  (which
notice  shall be irrevocable) not later than 11:30  a.m.  on
the  date  three Business Days before the day on  which  the
requested Eurodollar Rate Revolving Credit Loans are  to  be
made,  specifying  the  effective  date  and  amount  of  such
Eurodollar  Rate  Revolving Credit Loans requested  and  the
duration of the applicable Interest Period.

(iii)  Notification of Lenders. Unless the Agent has elected
periodic  settlements  pursuant to Section  4.8,  the  Agent
shall promptly notify the Lenders of any Notice of Borrowing
given or deemed given pursuant to this Seetion 2.2(a).   Not
later  than  1:30 p.m. on the proposed borrowing date,  each
Lender will make available to the Agent, for the account  of
the  Borrowers,  at the Agent's Office in funds  immediately
available to the Agent, in an amount equal to such  Lender's
Commitment  Percentage of the Revolving Credit Loans  to  be
made on such borrowing date.

     (b)   Disbursement  of  Leans.  The  Borrowers   hereby
irrevocably authorize the ,Agent to disburse the proceeds of
each   borrowing  requested,  or  deemed  to  be  requested,
pursuant to this Section 2.2 as follows:

     (i)  the  proceeds  of each borrowing  requested  under
Sections  2.2(a)(i) or (ii) shall be disbursed by the  Agent
in  Dollars in immediately available funds, (A) in the  case
of  any borrowing on the Effective Date, in accordance  with
the  terms  of  the letter from the Borrowers to  the  Agent
referred to in Section 5.1(23) and (B) in the case  of  each
subsequent borrowing, by wire transfer to the account of the
Borrower designated in the applicable Notice of Borrowing,

     (ii)  the  proceeds of each borrowing deemed  requested
under Section 2.2(a)(iii) or (iv) shall be disbursed by  the
Agent  by  way of direct payment of the relevant  principal,
interest  or other Secured Obligation, as the case  may  be,
and

     (iii)  the  proceeds of each borrowing requested  under
Section  2.2(a)(v) shall be disbursed by the Agent  directly
to the Issuing Bank on behalf of the applicable Borrower.

     SECTION 2.3    Repayment of Revolving Credit Loans.
The Revolving Credit Loans will be repaid as follows:

     (a)   The  outstanding  principal  amount  of  all  the
Revolving  Credit  Loam  is due and payable,  and  shall  be
repaid   by  the  Borrowers  in  full,  on  or  before   the
Termination Date;

     (b)  If  at  any  time  the aggregate  outstanding  unpaid
  principal  amount  of the Revolving Credit  Loans  exceeds
  the  lesser  of  the  Revolving Credit  Facility  and  the
  Borrowing  Base  minus in each case the Letter  of  Credit
  Reserve in effect at such time, the Borrowers shall  repay
  the  Revolving  Credit  Loans in an amount  sufficient  to
  reduce  the  aggregate  unpaid principal  amount  of  such
  Revolving  Credit Loam by an amount equal to such  excess,
  together  with accrued and Unpaid interest on  the  amount
  so repaid to the date of repayment;

     (c) The Borrowers hereby instruct the Agent to repay the
Revolving Credit Loans outstanding on any day in an amount
equal to the amount received by the Agent on such day
pursuant to Section 8.1(b), such amounts to be applied as
the Agent shall determine in its discretion. Each such
payment by one Borrower of Revolving Credit Loans made for
the benefit of another Borrower shall be accounted for by
the Borrowers among themselves as intercompany loans, but
shall in no way affect the joint ami several liability of
the Borrowers hereunder for the payment and performance of
the Secured Obligations; and

     (d)  Each Eurodollar Rate Revolving Credit Loan is due and
payable  on  the last day of the Interest Period  applicable
thereto,  except  to the extent converted  or  continued  in
accordance  with Sections 4.19 and 4.20 or Section  4.21(b),
and  the Borrowers shall be deemed to have requested a Prime
Rate Loan to repay such amount.

Repayments pursuant to Section 2.3(b) or (c) shah be applied
first to the Prime Rate Revolving Credit Loans, and then to
the Eurodollar Rate Revolving Credit Loans.

          SECTION  2.4  Revolving Credit Note. Each  Lenders
Revolving  Credit Loans to the Borrowers and the  obligation
of  the Borrowers to repay such Revolving Credit Loans shall
also be evidenced by a Revolving Credit Note payable to  the
order  of  such Lender. Each Revolving Credit Note shall  be
dated  the Effective Date (or such later date on which  such
Lender becomes a "Lender" hereunder) and be duly and validly
executed and delivered by the applicable Borrower.

          SECTION   2.5   Extension  of   Revolving   Credit
Facility.  Upon  the request of the Borrowers,  the  Lenders
may, in their sole discretion, effective as of the third and
any  subsequent Anniversary, agree to extend  the  Revolving
Credit  Facility for an additional period of one year.  Each
such  extension  shall be effected by the  delivery  to  the
Borrowers of a written notice to that effect by the Lenders,
not less than 30 days prior to the third Anniversary or such
subsequent Anniversary.

SECTION 2.6 Letters of Credit.

     (a) Issuance of Letters of Credit Upon the request of  the
Borrowers' Representative on behalf of one or more Borrowers
from  time  to time to the Agent and the Issuing  Bank,  the
Issuing  Bank  shall, in accordance with the  provisions  of
this Section 2.6, issue one or more Letters of Credit up  to
an  aggregate amount of Letter of Credit Obligations at  any
time  not to exceed the Letter of Credit Facility; provided,
that  (i) all Letter of Credit Documents in connection  with
each Letter of Credit shall be satisfactory to the Agent and
the  Issuing  Bank  in  their respective  reasonable  credit
judgment, (ii) no Letter of Credit shall be issued if, aider
the  issuance  thereof, the aggregate  principal  amount  of
Revolving  Credit  Loans  outstanding,  plus  the  aggregate
Letter of Credit Obligations, would exceed the lesser of (A)
the  Revolving  Credit Facility and (B) the  Borrowing  Base
applicable  to such Borrower, ('iii) each Letter  of  Credit
shall be a documentary letter of credit issued to or for the
benefit  of a supplier of a Borrower in connection with  the
purchase  of Inventory or a standby letter of credit  issued
to  a  beneficiary and for a purpose acceptable to the Agent
and  the Issuing Bank in their respective reasonable  credit
judgment, and (iv) no Letter of Credit shall have an initial
term  longer than one year or an expiration date later  than
the  Termination  Date. Promptly after the issuance  of  any
Letter  of  Credit, the Issuing Bank shall  give  the  Agent
written  or facsimile notice, or telephone notice  confirmed
promptly  thereafter  in writing, of the  issuance  of  such
Letter  of  Credit,  and the Agent shall  give  each  Lender
written  or facsimile notice, or telephone notice  confirmed
prompfiy  thereafter  in writing, of the  issuance  of  such
Letter of Credit.

     (b)  Payment to Issuer. Notwithstanding any  provisions
to   the  contrary  in  any  Reimbursement  Agreement,   the
Borrowers  agree, jointly and severally, without  regard  to
whether  only  one  of' them is named as the  account  party
therein,  to  reimburse the Issuing Bank  for  any  drawings
(whether partial or full) under each Letter of Credit issued
by the Issuing Bank and agree to pay to the Issuing Bank the
amount  of  all  other Reimbursement Obligations  and  other
amounts  payable to the Issuing Bank under or in  connection
with   such   Letter   of  Credit  immediately   when   due,
irrespective of any claim, set off, defense or  other  fight
which  the Borrowers (or any of them) may have at  any  time
against the Issuing Bank or any other Person.

        (c)   Deemed   Borrowing  Request.   The   Borrowers
acknowledge and agree that if and to the extent  a  Borrower
shall   fail  to  reimburse  the  Issuing  Bank  under   any
Reimbursement  Obligation, the Borrowers hereby  irrevocably
request  and  direct  the  Agent,  in  accordance  with  the
provisions  of  Sections  2.1 and  2.2  (but  regardless  of
whether  an overadvance results therefrom), to make  payment
on  their  behalf of such Reimbursement Obligation  and  the
amount  of any such payment by the Agent shall constitute  a
Revolving Credit Loan made at the time of such payment.

     (d)  UCP  Governs..  The issuance  and  negotiation  of
Letters  of Credit shall be governed by the Uniform  Customs
and  Practices  for  Documentary Credits  (1993:  Revision),
International Chamber of Commerce Publication  No.  500,  or
such other policies and practices as may be followed by  the
Bank with respect to similar letters of credit at the time.

     SECTION 2.7 Participations.

     (a)  Purchase of Participation. Immediately upon  issuance
by the Issuing Bank of a Letter of Credit, each Lender shall
be  deemed to have irrevocably and unconditionally purchased
and  received  without  recourse or warranty,  an  undivided
interest  and participation in such Letter of Credit,  equal
to  such  Lender's Commitment Percentage of the face  amount
thereof  (including, without limitation, all obligations  of
the  Borrowers  with  respect thereto,  other  than  certain
amounts  owing  solely to the Issuing  Bank  under  Section.
4.2(d),  and  any  security therefor or guaranty  pertaining
thereto).

      (b) Sharing of Letter of Credit Payments. In the event
that  the  Issuing Bank makes a payment under any Letter  of
Credit and the Issuing Bank shall not have been repaid  such
amount pursuant to Section 2.6, then the Issuing Bank  shall
be  deemed to have made a Non-Ratable Loan in the amount  of
such   payment,   and  notwithstanding  the  occurrence   or
continuance of a Default or Event of Default at the time  of
such payment, such Non-Ratable Loan shall be subject to  the
provisions   of   Section  4.8(e)(ii)   and   the   absolute
obligations  of  the  Lenders to pay  for  their  respective
participation interests therein.

(c)      Sharing   of  Reimbursement  Obligation   Payments.
Whenever  the  Issuing Bank receives a payment  from  or  on
behalf  of  the  Borrowers  on account  of  a  Reimbursement
Obligation as to which the Agent has previously received for
the  account  of  the  Issuing Bank payment  from  a  Lender
pursuant  to  this  Section  2.7,  the  Issuing  Bank  shall
promptly  pay to the Agent, for the benefit of such  Lender,
such  Lender's Commitment Percentage of the amount  of  such
payment  from the applicable Borrower in Dollars. Each  such
payment  shall be made by the Issuing Bank on  the  Business
Day on which the Issuing Bank receives immediately available
funds  pursuant  to the immediately preceding  sentence,  if
received  prior to 11:00 am (Atlanta time) on such  Business
Day and otherwise on the next succeeding Business Day.

     (d)  Documentation Upon the request of any Lender,  the
Agent  shall furnish to such Lender copies of any Letter  of
Credit,  and  Letter  of  Credit Documents  and  such  other
documentation as may reasonably be requested by such Lender.

     (e)  Obligations  Irrevocable The obligations  of  each
Lender  to  make payments to the Agent with respect  to  any
Letter  of Credit and their participations therein  pursuant
to  the provisions of Section 2.7(a) hereof or otherwise and
the  obligations  of the Borrowers to make payments  to  the
Issuing  Bank or to the Agent, for the account  of  Lenders,
shall   be  irrevocable,  shall  not  be  subject   to   any
qualification or exception whatsoever and shall be  made  in
accordance  with the terms and conditions of this  Agreement
(assuming, in the case of the obligations of the Lenders  to
make  such  payments, that the Letter  of  Credit  has  been
issued  in  accordance with Section 2.6) including,  without
limitation, any of the following circumstances:

     (i)  Any  lack  of validity or enforceability  of  this
Agreement or any of the other Loan Documents;

     (ii)  The  existence of any claim, set-off, defense  or
other  fight which any Borrower may have at any time against
a  beneficiary named in a Letter of Credit or any transferee
of  any  Letter of Credit (or any Person for whom  any  such
transferee  may  be  acting), the  Agent,  any  Lender,  the
Issuing Bank or any other Person, whether in connection with
this  Agreement,  any  Letter of  Credit,  the  transactions
contemplated herein or any unrelated tranactions  (including
any  underlying  transactions between any  Borrower  or  any
other  Person  and the beneficiary named in  any  Letter  of
Credit);

     (iii)  Any  draft,  certificate or  any  other  document
presented under the Letter of Credit upon which payment  has
been  made in good faith and according to its terms  proving
to  be  forged, fraudulent, invalid or insufficient  in  any
respect  or any statement therein being untrue or inaccurate
in any respect;

     (iv)  The surrender or impairment of any Collateral  or
any  other  security  for  the Secured  Obligations  or  the
performance or observance of any of the terms of any of  the
Loan Documents;

     (v)  The occurrence of any Default or Event of Default;
or
     
     (vi) The Agent's failure to deliver to the Lenders  the
notice issuance of such Letter of Credit.

     SECTION 2.8 Indemnification, Exoneration.

     (a)  Indemnification. In addition to  amounts  payable  as
  elsewhere provided in this Agreement, the Borrowers  agree
  to  protect, indemnify, pay and save the Lenders  and  the
  Agent  harmless  from  and against  any  and  all  claims,
  demands, liabilities, damages, losses, costs, charges  and
  expenses (including reasonable attorneys' fees) which  any
  Lender  or  the  Agent may incur or be  subject  to  as  a
  consequence, directly or indirectly, of
  
       (i)  the issuance of any Letter of Credit, other than
as a result of its gross negligence or willful misconduct or
failure  to comply with Applicable Law, as determined  by  a
court of competent jurisdiction, or

     (ii) the failure of the Issuing Bank to honor a drawing
under  any  Letter  of  Credit as a result  of  any  act  or
omission,  whether rightful or wrongful, of any  present  or
future de jure or de facto governmental authority (all  such
acts or omissions being hereinafter referred to collectively
as "Government Acts").

     (b)  Assumption of Risk by the Borrowers. As among  the
Borrowers,  the Lenders and the Agent, the Borrowers  assume
all risks of the acts and omissions of, or misuse of any  of
the  Letters  of Credit by, the respective beneficiaries  of
such   Letters  of  Credit.  In  furtherance  and  not   in
limitation  of  the foregoing, subject to the provisions  of
the  applications for the issuance of Letters of Credit, the
Lenders and the Agent shall not be responsible for:

     (i)   the   form,   validity,   suffidency,   accuracy,
genuineness or legal effect of any document submitted by any
Person  in connection with the application for and  issuance
of  and  presentation of drafts with respect to any  of  the
Letters of Credit, even if it should prove to be in  any  or
ali  respects invalid, insufficient, inaccurate,  fraudulent
or forged;

     (ii)  the  validity  or sufficiency of  any  instrument
transferring  or  assigning  or purporting  to  transfer  or
assign  any  Letter  of  Credit or the  rights  or  benefits
thereunder  or proceeds thereof, in whole or in part,  which
may prove to be invalid or ineffective for any reason;

     (iii)  errors, omissions, interruptions  or  delays  in
transmission  or delivery of any messages, by  mail,  cable,
telegraph,  telex or otherwise, whether or not  they  be  in
cipher;

     (iv) errors in interpretation of technical terms;

     (v)  any loss or delay in the transmission or otherwise
of  any  document required in order to make a drawing  under
any Letter of Credit or of the.proceeds thereof,

      (vi)  the  misapplication by the  beneficiary  of  any
Letter  of Credit of the proceeds of any drawing under  such
Letter of Credit; or

     (vii)  any consequences arising from causes beyond  the
control  of  the  Lenders or the Agent,  including,  without
limitation, any Government Acts.

  None of the foregoing shall affect, impair or prevent  the
vesting  of  any of the Agent's rights or powers under  this
Section 2.8.
  
          SECTION   2.9  Exoneration.  In  furtherance   and
extension, and not in limitation, of the Specific provisions
set  forth above, any action taken or omitted by the  Agent,
the  Issuing Bank or any Lender under or in connection  with
any of the Letters of Credit or any related certificates, if
taken  or  omitted  in  good faith and in  conformance  with
Applicable  Law,  shall not result in any liability  of  any
Lender  or the Agent to any Borrower or relieve any Borrower
of any of its obligations hereunder to any such Person.

                             ARTICLE 3

                        TERM LOAN FACILITIES

     SECTION 3.1 Term Loan Facilities.

     (a)  Term  Loan  A. Upon the terms and subject  to  the
conditions of; and in reliance upon the representations  and
warranties  made under, the Original Agreement,  NationsBank
made  a  Term  Loan  A  to  each Borrower  on  the  Original
Effective  Date  and  such Loans are to  remain  outstanding
hereunder.

     (b)  Term  Loan  B. Upon the terms and subject  to  the
conditions of; and in reliance upon the representations  and
warranties  made under, this Agreement, each  Lender  agrees
severally,  but not jointly, to make a Term Loan  B  to  the
Borrowers  in incremental Term Loan B Advances of  not  less
than  $250,000 each and in aggregate principal amount of  up
to  such Lender's Commitment Percentage of the Term  Loan  B
Facility.

     SECTION  3.2 Manner of Borrowing Term Loans. The  Borrowers,
through the Borrowers' Representative, shall give the  Agent
at  least  two  Business Days' prior written notice  of  the
occurrence of the Effective Date and at least five  Business
Days  Notice  of each proposed borrowing of a  Term  Loan  B
Advance. Each notice requesting a Term Loan B Advance  shall
set   forth  (i)  the  aggregate  principal  amount  of  the
principal advance, which shall not be less than $250,000 and
which when added to previous Term Loan B Advances shall  not
exceed  $2,000,000 in the aggregate, (ii)  the  Borrower  or
Borrowers on whose behalf the advance is being requested and
the  amount  requested by each and the  date  on  which  the
requested  advance  is to be made, (iii)  the  cost  of  the
Equipment (exclusive of "soft costs") for which the proceeds
are  to be used to pay, (iv) a certification that the amount
requested  does  not exceed 80% of such cost,  and  (v)  the
purchase  invoices relating to such Equipment. Upon  receipt
of such notice from the Borrowers' Representative, the Agent
shall prompfiy notify each Lender thereof. Each Lender  will
make  the amount equal to its Commitment Percentage  of  the
aggregate  principal  amount of the  respective  Term  Loans
available to the Agent, for the account of the Borrowers, at
the  office  of  the  Agent, prior  to  12:00  noon  on  the
Effective Date in funds immediately, available to the Agent.
On  the  Effective Date, upon satisfaction of the applicable
conditions set forth in Sections 5.1 and 5.2, the Agent will
disburse  the Term Loans on the Effective Date or  the  date
set  forth in the notice requesting the Term Loan B Advance,
in  same  day  funds, in accordance with the  terms  of  the
letter  from  the  Borrowers' Representative  to  the  Agent
referred to in Section 5.1(23).

          SECTION 3.3 Repayment of Term Loans.

     (a) Term Loan A. The remaining principal amount of each
Term  Loan A is due and payable, and shall be repaid in full
by  the applicable Borrower, in consecutive installments  on
successive  Installment  Payment  Dates  as  follows:   each
installment  coming  due  on  an  lnstallment  Payment  Date
following the Effective Date shall be in an amount equal  to
the  applicable  Term Loan A Installments, except  that  the
final  installment  shall  be  payable  on  the  Term   Loan
Termination  Date and shall be in the amount  of  the  then-
unpaid balance of such Term Loan A to such Borrower.

     (b)  Term Loan B. The principal amount of the Term Loan
B outstanding on July 1 of each year commencing July 1, 1999
is  due  and  payable, and shall be repaid in  full  by  the
Borrowers,   in   consecutive  installments  on   successive
Installment  Payment  Dates  as  follows:  each  installment
coming  due  on  an Installment Payment Date following  such
July  1  shall  be in an amount determined by  dividing  the
principal amount of all Term Loan B Advances as of each July
1,  for the previous 12 month period, by 60, except that the
final  installment  shall  be  payable  on  the  Term   Loan
Termination  for  Date  in  the amount  of  the  then-unpaid
balance of Term Loan B.

     SECTION 3.4 Prepayment of Term Loans.

     (a)   Voluntary  Prepayment.  Provided  that  Availability
  immediately prior to and after giving effect to  any  such
  voluntary  prepayment  is  not  less  than  $500,000,  the
  Borrowers  shah have the right at any time and  from  time
  to  time, upon at least five days' prior written notice by
  the  Borrowers'  Representative to the Agent,  to  prepay,
  without   premium  or  penalty,  Term  Loan  B;  provided,
  however,  that  Term Loan B may not be  prepaid  prior  to
  maturity  without the consent of the Required  Lenders  in
  whole  or  in  part  on  any Business  Day.  Each  partial
  prepayment  of Term Loan B shall be in a principal  amount
  equal to $50,000 or any integral multiple thereof. On  the
  prepayment date, the Borrowers shall pay interest  on  the
  amount  prepaidd,  accrued  to the  prepayment  date.  Any
  notice    of    prepayment   given   by   the   Borrowers'
  Representative  hereunder shall be  irrevocable,  and  the
  amount  to  be prepaid (including accrued interest)  shall
  be due and payable on the date designated in the notice.

     (b) [Reserved].

     (c)  Prepayment on Asset Disposition, Provided  Availability
equals  at  least $500,000 immediately prior  to  and  after
giving  effect  to  such prepayment,  any  and  all  amounts
received  by  a  Borrower as cash proceeds (after  deducting
related  expenses and taxes) from the sale (subject to  such
restrictions  and consents as may be required  in  the  Loan
Documents)  of any Real Estate or Equipment, to  the  extent
such  proceeds exceed (i) $100,000 in the case of any single
parcel or item of Real Estate or Equipment, or (ii) $250,000
in the aggregate for all Real Estate and Equipment as to any
Borrower sold during any twelve-month period, shall be  paid
by all Borrowers within one month following receipt thereot;
to the Agent for application to the Term Loan B.

     (d)  Term  Loan A Prepayment Prohibited. The  Borrowers
shall not be entitled to prepay any part or all of Term Loan
A  prior  to  the Term Loan Termination Date. In  the  event
that, notwithstanding such prohibition, the Borrowers shall,
for  any  reason and by any means, nevertheless prepay  Term
Loan  A  or cause Term Loan A to be prepaid in whole  or  in
part,  the  Revolving Credit Facility and the right  of  any
Borrower  to request further borrowings under this Agreement
shall  immediately terminate, and all outstanding  principal
of  the  Revolving Credit Loans, together with  accrued  but
unpaid  interest  therein and all  fees  and  other  amounts
payable in respect thereof; shall become immediately due and
payable  at  the option of and upon demand by the  Agent  on
behalf of the Lenders.

     (e)  Prepayment on Terminatiom The Borrowers  shall  be
obligated  to  prepay the Term Loans in full  together  with
accrued and unpaid interest thereon upon any termination  of
this  Agreement pursuant to Section 4.6 or otherwise or upon
any acceleration of the Term Loans pursuant to Article 12.

     (f)  Application of Prepayments. Each prepayment  under
this  Section  3.4  shall first be applied  ratably  to  the
scheduled principal installments of each Term Loan B in  the
inverse  order of their maturities until paid in  full,  and
then ratably to the scheduled principal installments of each
Term  Loan A in the inverse order of their maturities  until
paid in full. Any amounts prepaid under this Section 3.4 may
not be reborrowed.

          SECTION  3.5 Term Notes. Each Term Loan A made  by
each Lender and the obligation of the applicable Borrower to
repay  such  Loan  shall continue to be  evidenced  by  this
Agreement and by a Term Note A made by such Borrower payable
to  the order of such Lender dated on the Original Effective
Date.  Each  Term  Loan  B  made  by  each  Lender  and  the
obligation  of  the Borrowers to repay such  Loan  shall  be
evidenced by this Agreement and by a Term Note B made by the
Borrowers,  jointly and severally, payable to the  order  of
such  Lender. Each Term Note B shall be dated the  Effective
Date  and be duly and validly executed and delivered by  the
Borrowers.

                               ARTICLE 4.

            GENERAL LOAN PROVISIONS; JOINT AND SEVERAL LIABILITY

     SECTION 4.1 Interest.

     (a) Subject to the provisions of Section 4.1(c), the
Borrowers, jointly and severally, will pay interest on the
unpaid principai amount of the Prime Rate Loans made to it,
for each day from the day such Loan was made until such Loan
is due (whether upon demand, at maturity, by reason of
acceleration or otherwise) at a rate per annum equal to the
sum of (i) the Applicable Interest Margin and (ii) the Prime
Rate, payable monthly in arrears as it accrues on each
Interest Payment Date.

     (b)  Subject  to the provisions of Section 4.1(c),  the
Borrowers, jointly and severally, will pay interest  on  the
unpaid principal amount of each Eurodollar Rate Loan for the
applicable Interest Period at a rate per annum equal to  the
sum  of  (i)  the Applicable Interest Margin  and  (ii)  the
Eurodollar  Rate, payable in arrears as it accrues  on  each
Interest Payment Date.

       (c)  If  the  Borrowers shall fail to  pay  when  due
(whether upon demand, at maturity, by reason of acceleration
or  otherwise) all or any portion of the principal amount of
any  Loan or if there shall occur an Event of Default,  each
such  unpaid  amount  shall  no  longer  bear  interest   in
accordance with the terms of Section 4.1(a), but shall  bear
interest for each day from the date of such failure  to  pay
or  Event of Default, as the case may be, until such failure
to  pay or Event of Default shall have been cured or waived,
at  a  rate  per annum equal to the sum of (i)  the  Default
Interest Margin and (ii) the Prime Rate, payable on  demand.
The  interest  rate  provided for in the preceding  sentence
shall,  to the extent permitted by Applicable Law, apply  to
and  accrue  on  the  amount of any  judgment  entered  with
respect  to  any  Secured Obligation and shall  continue  to
accrue  at  such  rate  during any proceeding  described  in
Section 12.1(f) or (g).

     (d)  The  Borrowers  will, to the extent  permitted  by
Applicable Law, pay interest on the unpaid principal  amount
of any Secured Obligation that is due and payable other than
the  Loans  in accordance with Sections 4.1(b)  or  (c),  as
applicable, as if such Secured Obligation were a Prime  Rate
Revolving Credit Loan.

     (e) The interest rates provided for in Sections 4.1(a),
(b), (e) and (d) shall be computed on the basis of a year of
360  days  and  the  actual number  of  days  elapsed.  Each
interest  rate determined with reference to the  Prime  Rate
shall  be  adjusted  automatically  as  of  the  opening  of
business  on the effective date of each change in the  Prime
Rate.

     (f) It is not intended by the Lenders, and nothing contained
in this Agreement or the Notes shall be deemed, to establish
or  require the payment of a rate of interest in  excess  of
the  maximum rate permitted by Applicable Law (the  "Maximum
Rate").  If,  in  any  month, the Effective  Interest  Rate,
absent  such  limitation, would have  exceeded  the  Maximum
Rate,  then the Effective Interest Rate for that month shall
be the Maximum Rate, and, if in future months, the Effective
Interest Rate would otherwise be less than the Maximum Rate,
then the Effective Interest Rate shall remain at the Maximum
Rate  until  such  time  as  the  amount  of  interest  paid
hereunder  equals  the amount of interest which  would  have
been  paid  if the same had not been limited by the  Maximum
Rate.  In  the  event, upon payment in full of  the  Secured
Obligations,  the total amount of interest Paid  or  accrued
under  the  terms of this Agreement is less than  the  total
amount of interest which would have been paid or accrued  if
the Effective Interest Rate had at all times been in effect,
then  the  Borrowers  shall,  to  the  extent  permitted  by
Applicable  Law, pay to the Lenders an amount equal  to  the
excess,  if  any,  of  (i)the lesser  of  (A)the  amount  of
interest  which would have been charged if the Maximum  Rate
had,  at  all  times, been in effect and (B) the  amount  of
interest which would have accrued had the Effective Interest
Rate,  at  all times, been in effect and (ii) the amount  of
interest  actually paid or accrued under.this Agreement.  In
the  event the Lenders receive, collect or apply as interest
any  sum  in excess of the Maximum Rate, such excess  amount
shall  be applied to the reduction of the principal  balance
of the Secured Obligations, and if no such principal is then
outstanding, such excess or part thereof remaining, shall be
paid to the Borrowers.

     SECTION 4.2   Certain Fees.

     (a) Amendment Fee. On the Effective Date, as additional
consideration  for  the extensions of  credit  provided  for
hereunder, the Borrowers shall pay to the Agent for the sole
benefit of NationsBank, an Amendment fee in an amount  equal
to the sum of $15,000.

     (b) [Reserved].

     (c) [Reserved].

     (d) Letter of Credit Fees. The Borrowers agree to pay
to the Agent, for the ratable benefit of the Lenders, Letter
of Credit fees equal to 1.0%, per annum based on the average
daily  aggregate Letter of Credit Amount of all  Letters  of
Credit from time to time outstanding during the term of this
Agreement. Such fees shall be payable to the Agent  for  the
ratable  benefit  of  the Lenders in accordance  with  their
respective Commitment Percentages in advance on the date  of
issuance  of  each  Letter of Credit,  shall  be  calculated
according  tothe anticipated average daily Letter of  Credit
Amount based on the stated term of each Letter of Credit and
shall  be  calculated based on a year of 360  days  and  the
actual number of days elapsed. The Borrowers agree to pay to
Agent,  for  the account of the Issuing Bank,  the  standard
fees   and   charges  of  the  Issuing  Bank  for   issuing,
administering,  amending,  renewing,  paying  and  canceling
Letters of Credit, as and when assessed.

     SECTION 4.3 Manner of Payment.

     (a)  Except as otherwise expressly provided in  Section
8.1(b),   each  payment  (including  prepayments)   by   the
Borrowers (or any of them) on account of the principal of or
interest on the Loans or of any other amounts payable to the
Lenders  under this Agreement or any Note shall be made  not
later  than  12:00  noon on the date specified  for  payment
under  this Agreement to the Agent, for the account  of  the
Lenders,  at  the Agent's Office, in Dollars, in immediately
available  funds  and  shah  be  made  without  any  setoff,
counterclaim  or deduction whatsoever. Any payment  received
after  such time but before 5:00 p.m. on such day  shall  be
deemed  a  payment on such date for the purposes of  Section
12.1,  but forah other purposes shah be deemed to have  been
made on the next succeeding Business Day.

     (b)  Each Borrower hereby irrevocably authorizes each Lender
and  each  Affiliate  of such Lender and  each  participant
herein  to  charge  any account-of such Borrower  maintained
with  such Lender or such Affiliate or participant with such
amounts  as  may be necessary from time to time to  pay  any
Secured  Obligations (whether or not owed  to  such  Lender,
Affiliate or participant) which are not paid when due.

     SECTION  4.4  General. If any payment  under  this
Agreement or any Note shall be specified to be made  upon  a
day  which  is not a Business Day, it shall be made  on  the
next  succeeding  day  which is  a  Business  Day  and  such
extension  of  time  shall  in  such  case  be  included  in
computing the amount of such payment or interest, if any, in
connection with such payment.

     SECTION 4.5    Loan Accounts; Statements of Account

     (a) Each Lender shall open and maintain on its books  a
loan  account in the Borrowers' name (each, a "Loan Account"
and  collectively,  the  "Loan Accounts").  Each  such  Loan
Account  shall show as debits thereto each Loan  made  under
this  Agreement  by  such Lender to  the  Borrowers  and  as
credits  thereto  all payments received by such  Lender  and
applied  to  principal of such Loan, so that the balance  of
the  Loan Account at all times reflects the principal amount
due such Lender from the Borrowers.

     (b)  The  Agent shall maintain on its books  a  control
account for the Borrowers in which shall be recorded (i) the
amount  of each disbursement made hereunder, (ii) the amount
of  any principal or interest due or to become due from  the
Borrowers  hereunder,  and  (iii)  the  amount  of  any  sum
received by the Agent hereunder from the Borrowers and  each
Lender's ratable share therein.

     (c)  The  entries  made  in the  accounts  pursuant  to
subsections (a) and (b) above shall be prima facie evidence,
in  the  absence  of manifest error, of the  existence  and
amounts of the obligations of the Borrowers therein recorded
and  in  case of discrepancy between such accounts,  in  the
absence  of manifest error, the accounts maintained pursuant
to subsection (b) above shall be controlling.

     (d)  The Agent will account separately to the Borrowers
monthly with a statement of Loans, charges and payments made
to and by the Borrowers pursuant to this Agreement, and such
accounts  rendered  by  the Agent  shall  be  deemed  final,
binding and conclusive, save for manifest error, unless  the
Agent  is  notified  by  the Borrowers  in  writing  to  the
contrary  within  30  days of the date the  account  to  the
Borrowers  was  so  rendered. Such notice by  the  Borrowers
shall   be   deemed  an  objection  to  only   those   items
specifically  objected to therein. Failure of the  Agent  to
render such account shall in no way affect the rights of the
Agent or of the Lenders hereunder.


SECTION  4.6  Termination  of  Agreement.  Subject  to  the
provisions  of  Section 4.10, the Borrowers shall  have  the
right,  at  any time, to terminate this Agreement  upon  not
less  than 30 Business Days' prior written notice  of  their
intention  to  terminate thi, Agreement, which notice  shall
specify  the effective date of such termination Upon receipt
of  such notice, the Agent shall promptly notify each Lender
thereof.   On  the  date  spedfled  in  such  notice,   such
termination shall be effected, provided, that the  Borrowers
shall,  on or prior to such date, pay to the Agent, for  the
account  of the Lenders, in same day funds, an amount  equal
to  all  Secured  Obligations  then  outstanding,  including
without  limitation, all (i)accrued interest  thereon,  (ii)
all  accrued  fees  provided for hereunder,  and  (iii)  any
amounts  payable  to the Lenders and the Agent  pursuant  to
Sections 4.10, 15.2, 15.3 and 15.14 and in addition thereto,
shall  deliver to the Agent, in respect of each  outstanding
Letter  of  Credik collateral consisting  of  cash  or  Cash
Equivalents  or other seoarity satisfactory to  the  Issuing
Bank  in  its  sole  discretion in an amount  equal  to  the
related  Letter  of Credit Obligations to  be  held  by  the
Issuing Bank as collateral security for the payment  of  and
to   be   applied  to  the  payment  of  any  amounts  which
may.thereafter  become due with respect  to  any  Letter  of
Credit.  Additionally,  if  requested  by  any  Lender,  the
Borrowers  shall provide the Agent and the Lenders  with  an
indemnification agreement in form and substance satisfactory
to  the  Agent and the Lenders with respect to returned  and
dishonored items and such other matters as the Agent or  any
Lender  shall  reasonably request.  Following  a  notice  of
termination  as provided for in this Section  4.6  and  upon
payment  in  full of the amounts specified in  this  Section
4.6,  this Agreement shaft be terminated and the Agent,  the
Lenders  and the Borrowers shall have no further obligations
to  any other party hereto except for the obligations to the
Agent and the Lenders pursuant to Section 15.14 hereof.

     SECTION 4.7 Making of Loans.

     (a) Nature of Obligations of Lenders to Make Loans. The
obligations  of  the Lenders under this  Agreement  to  make
Revolving  Credit Loans and Term Loans are several  and  are
not joint or joint and several.

     (b)  Assumption  by  Agent. Subject  to  the  provisions  of
Section   4.8   and   notwithstanding  the   occurrence   or
continuance  of  a  Default or Event  of  Default  or  other
failure  of any condition to the making of Revolving  Credit
Loans hereunder subsequent to the Effective Date, unless the
Agent shall have received notice from a Lender in accordance
with  the  provisions of Section 4.7(c) prior to a  proposed
borrowing  date that such Lender will not make available  to
the  Agent  such  Lender's portion of such Revolving  Credit
Loan,  the Agent may assume that such Lender will make  such
Loan  available  to  the  Agent in accordance  with  Section
2.2(a), and the Agent may, in reliance upon such assumption,
make available to the Borrowers on such date a corresponding
amount. If and to the extent such Lender shall not make  its
Loan  available to the Agent, such Lender, on the one  hand,
and  the  Borrowers, jointly and severally,  on  the  other,
severally  agree to repay to the Agent forthwith  on  demand
such   corresponding   amount  (the  "Make-Whole   Amount"),
together  with interest thereon for each day from  the  date
such  amount  is made available to the Borrowers  until  the
date  such  amount is repaid to the Agent at  the  Effective
Interest  Rate or, if lower, subject to Section 4.1(e),  the
Maximum  Rate;  provided, however, that if on  the  Interest
Payment  Date  next following the date on which  any  Lender
pays  interest  to the Agent at the Effective  Rate  or  the
Maximum  Rate  on  a  Make-Whole Amount  as  aforesaid,  the
Borrowers default in making the interest payment due on such
Interest  Payment Date, then the Agent shall reimburse  such
Lender for the excess, if any, of the amount of interest  so
paid  by such Lender on the Make-Whole Amount and the amount
of  interest that such Lender would have paid had the Lender
been  required to pay interest on the Make-Whole  Amount  at
the  Federal Funds Effective Rate If such Lender shall repay
to the Agent such corresponding amount, the amount so repaid
shall  constitute such Lender's Loan made on such  borrowing
date  for  purposes of this Agreement. The  failure  of  any
Lender  to make its Loan available shall not (without regard
to whether a Borrower shall have returned the amount thereof
to the Agent in accordance with this Section 4.7) relieve it
or  any other Lender of its obligation, if any, hereunder to
make  its  Loan  available on such borrowing  date,  but  no
Lender  shall  be responsible for the failure of  any  other
Lender to make its Loan available on the borrowing date.

    (c)  Delegation  of Authority to Agent Without  limiting
  the  generality  of  Section 14.1, each  Lender  expressly
  authorizes  the  Agent  to determine  on  behalf  of  such
  Lender  (i)  any  reduction or increase of the  Applicable
  Percentage,  so  long as such Applicable  Percentage  does
  not  at  any  time  exceed  the  rate  set  forth  in  the
  definition   thereof,  (ii)  any  allocation   among   the
  Borrowers  of  the  Chassis Sublimit, the  Finished  Goods
  Sublimit,  the  Foreign  Receivables  Sublimit,  the   Raw
  Materials Sublimit, the 3000 Bus Chassis Sublimit and  the
  Used  Vehicle Sublimit, (iii) the creation or  elimination
  of  any reserves against the Revolving Credit Facility and
  the  Borrowing Base, and (iv)whether or not  Inventory  or
  Receivables   shall  be  deemed  to  constitute   Eligible
  Inventory or Eligible Receivables. Such authorization  may
  be  withdrawn by the Required Lenders by giving the  Agent
  written  notice of such withdrawal signed by the  Required
  Lenders,  provided, however, that unless otherwise  agreed
  by  the Agent, such withdrawal of authorization shall  not
  become  effective until the thirtieth Business  Day  after
  receipt  of  such  notice  by the Agent.  Thereafter,  the
  Required  Lenders  shall joinfly  instruct  the  Agent  in
  writing regarding such matters with such frequency as  the
  Required  Lenders  shall  jointly  determine.  Unless  and
  until  the Agent shall have received written notice, which
  shall have become effective, from the Required Lenders  as
  to  the  existence of a Default, an Event  of  Default  or
  some  other  circumstance which would relieve the  Lenders
  of  their  respective obligations to make Loans hereunder,
  which  notice shall be in writing and shall be  signed  by
  the  Required Lenders and shall expressly state  that  the
  Required Lenders do not intend to make available  to  the
  Agent  Revolving  Credit Loans made  after  the  effective
  date  of  such  notice,  the Agent shall  be  entitled  to
  continue  to  make  the assumptions described  in  Section
  4.7{b).  The  notice  described in the preceding  sentence
  shall  become  effective on the third Business  Day  after
  receipt  of  such  notice by the Agent,  unless  otherwise
  agreed by the Agent; during the period between receipt  of
  such  notice, and effectiveness thereof; the  Agent  shall
  be  entitled to make the assumptions described in  Section
  4.7(b)  as  to  any Loan as to which it has  not  received
  written notice to the contrary prior to 11:00 a.m. on  the
  Business Day next preceding the day on which the  Loan  is
  to  be  made. The Agent shall not be required to make  any
  Loan  for  the account of any Lender as to which it  shall
  have  received  notice of such Lender's intention  not  to
  make  its  Loan available to the Agent. Any withdrawal  of
  authorization under this Section 4.7(c) shall  not  affect
  the validity of any Loans or other determinations made  or
  actions  taken  or  omitted  prior  to  the  effectiveness
  thereof.

     SECTION 4.8 Settlement Among Lenders.

     (a)  Term Loans. The Agent shall pay to each Lender  on
each  Interest Payment Date or lnstallment Payment Date,  as
the case may be, its ratable share, based upon the principal
amount of the applicable Term Loans owing to such Lender, if
all  payments received by the Agent hereunder in immediately
available funds in respect of the-principal of, or  interest
on,  the  Term  Loans, net of any amounts  payable  by  such
Lender to the Agent, by wire transfer of same day funds.
     
     (b)  Revolving  Credit Loans.  It is agreed  that  each
Lender's Net Outstandings are intended by the Lenders to  be
equal at all times to such Lender's Commitment Percentage of
the aggregate principal amount of ail Revolving Credit Loans
outstanding. Notwithstanding such agreement, the several and
not joint obligation of each Lender to fund Revolving Credit
Loans  made  in accordance with the terms of this  Agreement
ratably   in   accordance  with  such  Lender's   Commitment
Percentage  and  each Lenders right to receive  its  ratable
share  of principal payments on Revolving Credit Loans  made
by  it  in  accordance with its Commitment  Percentage,  the
Lenders agree that in order to facilitate the administration
of  this  Agreement and the Loan Documents  that  settlement
among  them may take place on a periodic basis in accordance
with the provisions of this Section 4.8.
     
     (c) Settlement Procedures as to Revolving Credit Loans.
To the extent and in the manner hereinafter provided in this
Section  4.8,  settlement among the Lenders as to  Revolving
Credit  Loans  may  occur periodically on  Settlement  Dates
determined from time to time by the Agent, which  may  occur
before or after the occurrence or during the continuance  of
a  Default or Event of Default and whether or not ail of the
conditions set forth in Section 5.2 have been met.  On  each
Settlement Date, payments shall be made by or to NationsBank
and the other Lenders in the manner provided in this Section
4.8  in  accordance with the Settlement Report delivered  by
the Agent pursuant to the provisions of this Section 4.8  in
respect  of  such  Settlement  Date  so  that  as  of   each
Settlement Date, and after giving effect to the transactions
to  take  place  on such Settlement Date, each  Lenders  Net
Outstandings shall equal such Lender's Commitment Percentage
of the Revolving Credit Loans outstanding.

       (i)  Selection  of  Settlement Dates.  If  the  Agent
elects,  in  its discretion, but subject to the  consent  of
NationsBank,  to  settle  accounts among  the  Lenders  with
respect to principal amounts of Revolving Credit Loans  less
frequenfiy  than  each Business Day, then  the  Agent  shall
designate periodic Settlement Dates which may occur  on  any
Business  Day  after the Effective Date; provided,  however,
that  the  Agent  shall designate as a Settlement  Date  any
Business Day which is an Interest Payment Date; and provided
further,  that a Settlement Date shall occur at  least  once
during  each  seven-day period. The Agent shall designate  a
Settlement  Date by delivering to each Lender  a  Settlement
Report  not later than 12:00 noon on the proposed Settlement
Date, which Settlement Report will be in the form of Exhibit
F  hereto  and shall be computed with respect to the  period
beginning  on the next preceding Settlement Date and  ending
on such designated Settlement Date.

     (ii)  Non-Ratable  Loans  and Payments.  Between  Settlement
Dates,  the  Agent  shall request and NationsBank  may  (but
shall  not be obligated to) advance to the Borrowers out  of
NationsBank's own funds, the entire principal amount of  any
Revolving Credit Loan requested or deemed requested pursuant
to  Section  2.2(a)  (any such Revolving Credit  Loan  being
referred to as a "Non-Ratable Loan"). The making of each Non-
Ratable Loan by NationsBank shall be deemed to be a purchase
by  NationsBank  of  a  100%  participation  in  each  other
Lender's  Commitment Percentage of the amount of  such  Non-
Ratabh  Loan.  All payments of principal, interest  and  any
other amount with respect to such Non-Ratable Loan shall  be
payable  to  and  received by the Agent for the  account  of
NationsBank. Upon demand by NationsBank, with notice thereof
to the Agent, each other Lender shall pay to NationsBank, as
the  repurchase  of such participation, aa amount  equal  to
100% of such Lender's Commitment Percentage of the principal
amount  of  such Non-Ratable Loan. Any payments received  by
the  Agent between Settlement Dates which in accordance with
the  terms  of  this  Agreement are to  be  applied  to  the
reduction  of the outstanding principal balance of Revolving
Credit  Loans,  shall  be  paid  over  to  and  retained  by
NationsBank  for such application, and such payment  to  and
retention  by NationsBank shall be deemed, to the extent  of
each  other Lender's Commitment Percentage of such  payment,
to   be  a  purchase  by  each  such  other  Lender   of   a
participation  in the Revolving Credit Loans (including  the
repurchase of participations in Non-Ratable Loans)  held  by
NationsBank.  Upon  demand by another  Lender,  with  notice
thereof  to  the Agent, NationsBank shall pay to the  Agent,
for  the  account of such other Lender, as a  repurchase  of
such  participation, an amount equal to such other  Lender's
Commitment Percentage of any such amounts (after application
thereof   to   the  repurchase  of  any  participations   of
NationsBank in such other Lender's Commitment Percentage  of
any  Non-Ratable  Loans) paid only  to  NationsBank  by  the
Agent.

     (iii)   Net  Decrease  in  0utstandings.  If   on   any
Settlement  Date the increase, if any, in the Dollar  amount
of any Lender's Net Outstandings which is required to comply
with  the first sentence of Section 4.8(b) is less than such
Lender's  Commitment Percentage of amounts received  by  the
Agent  but paid only to NationsBank since the next preceding
Settlement  Date,  such  Lender  and  the  Agent,  in  their
respective  records,  shall apply such  Lender's  Commitment
Percentage of such amounts to the increase in such  Lender's
Net  Outstandings, and NationsBank shall pay to  the  Agent,
for the account of such Lender, the excess allocable to such
Lender.

     (iv) Net Increase in Outstandings. If on any Settlement
Date  the  increase,  if any, in the Dollar  amount  of  any
Lender's  Net Outstandings which is required to comply  with
the  first sentence of Section 4.8(b) exceeds such  Lender's
Commitment Percentage of amounts received by the  Agent  but
paid only to NationsBank since the next preceding Settlement
Date,  such  Lender  and  the  Agent,  in  their  respective
records, shall apply such Lender's Commitment Percentage  of
such   amounts   to  the  increase  in  such  Lender's   Net
Outstandings,  and such Lender shall pay to the  Agent,  for
the account of NationsBank, any excess.

(v)  No  Change  in  Outstandings. If  a  Settlement  Report
indicates  that  no Revolving Credit Loans  have  been  made
during the period since the next preceding Settlement  Date,
then  such  Lender's Commitment Percentage  of  any  amounts
received by the Agent but paid only to NationsBank shall  be
paid  by  NationsBank to the Agent, for the account of  such
Lender.  If a Settlement Report indicates that the  increase
in  the Dollar amount of a Lender's Net Outstandings which is
required to comply with the first sentence of Section 4.8(b)
is  exactly equal to such Lender's Commitment Percentage  of
amounts  received by the Agent but paid only to  NationsBank
since  the  next preceding Settlement Date, such Lender  and
the  Agent,  in  their respective records, shah  apply  such
Lender's  Commitment  Percentage  of  such  amounts  to  the
increase in such Lender's Net Outstandings.

       (vi)  Return of Payments. If any amounts received  by
NationsBank in respect of the Secured Obligations are  later
required  to  be  returned or repaid by NationsBank  to  the
Borrowers   or   any  other  obligor  or  their   respective
representatives or successors in interest, whether by  court
order,   settlement  or  otherwise,   in   excess   of   the
NationsBank's  Commitment Percentage  of  all  such  amounts
required  to  be returned by all Lenders, each other  Lender
shall,  upon demand by NationsBank with notice to the Agent,
pay  to  the Agent for the account of NationsBank, an amount
equal  to  the excess of such Lender's Commitment Percentage
of  all  such amounts required to be returned by all  Lenders
over the amount, if any, returned directly by such Lender.

     (vii)  Payments to Agent. Lenders. (A) Payment  by  any
Lender  to the Agent shall be made not later than 1:00  p.m.
on  the  Business Day such payment is due, provided that  if
such payment is due on demand by another Lender, such demand
is  made  on the paying Lender not later than 10:00 a.m.  on
such  Business Day. Payment by the Agent to any Lender shall
be  made  by  wire transfer, promptly following the  Agent's
receipt of funds for the account of such Lender and  in  the
type  of funds received by the Agent, provided that  if  the
Agent  receives  such funds at or prior to  1:00  p.m.,  the
Agent  shall pay such funds to such Lender by 2:00  p.m.  on
such Business Day. If a demand for payment is made after the
applicable  time set forth above, the payment due  shall  be
made  by  2:00 p.m. on the first Business Day following  the
date of such demand.

     (B) If a Lender shall, at any time, fail to make any
payment to the Agent hereunder, the Agent may, but shall not
be required to, retain payments that would otherwise be made
to such Lender hereunder and apply such payments to such
Lender's defaulted obligations hereunder, at such time, and
in such order, as the Agent may elect in its sole
discretion.

     (C) With respect to the payment of any funds under this
Section 4.8(e), whether from the Agent to a Lender or from a
Lender  to the Agent, the party failing to make full payment
when due pursuant to the terms hereof shall, upon demand  by
the  other party, pay such amount together with interest  on
such amount at the Federal Funds Effective Rate.

     (d)  Settlement  of  Other  Secured Obligations.  All  other
  amounts  received by the Agent on account of,  or  applied
  by  the  Agent  to the payment of,-any Secured  Obligation
  owed  to the Lenders (including, without limitation,  fees
  payable  to  the  Lenders  pursuant  to  Section  4.2  and
  proceeds from the sale of, or other realization upon,  all
  or  any  part of the Collateral or any other security  for
  the  Secured  Obligations following an Event  of  Defanlt)
  that  are  received by the Agent on or prior to 1:00  p.m.
  on  a  Business  Day  will be paid by the  Agent  to  each
  Lender  on  the  same Business Day, and any  such  amounts
  that  are  received by the Agent after 1:00 p.m.  will  be
  paid  by  the  Agent  to  each  Lender  on  the  following
  Business  Day. Unless otherwise stated herein,  the  Agent
  shall  distribute fees payable to the Lenders pursuant  to
  Sections  4.2(c) and (d) ratably to the Lenders  based  on
  each  Lender's Commitment Percentage and shall  distribute
  proceeds  bom the sale of, or other realization upon,  all
  or  any  part  of  the Collateral following  an  Event  of
  Default ratably to the Lenders based on the amount of  the
  Secured Obligations then owing to each Lender.

     SECTION 4.9    [Reserved].

     SECTION 4.10 Early Termination Fee. If the
Borrowers prepay the Loans in mbstantial part with timds
other than those derived directly from the Net Income of
Collins and its Consolidated Subsidiaries or terminate this
Agreement prior to the Termination Date, as then in effect,
for any reason, the Borrowers shall pay to the Agent for the
ratable benefit of the Lender's on such date of such
prepayment or termination, as the case may be, as liquidated
damages and compensation for the costs of making funds
available to the Borrowers under this Agreement and the lost
benefits of the bargain, and not as a penalty, an amount
equal to $250,000. The Borrowers agree that the damages that
would be suffered by the Lenders in the event of the
Borrowers' substantial prepayment or termination of this
Agreement other than on a Termination Date are difficult, if
not impossible, to determine and that the termination fees
specified above are a reasonable estimate of such damages.

       SECTION    4.11   Borrowers'   Representative.    The
Borrowers are and shall be joinfly and severally liable  for
all  Secured  Obligations.  Each  of  the  Borrowers  hereby
appoints  Collins  as,  and Collins  shall  act  under  this
Agreement  as, the representative of all Borrowers  for  all
purposes,  including  without being limited  to,  requesting
borrowings  and  receiving  account  statements  and   other
notices and communications to the Borrowers (or any of them)
from the Agent or any Lender. The Agent and the Lenders  may
rely,  and  shall  be  fully protected in  relying,  on  any
request  for  borrowing, disbursement  instruction,  report,
information  or  any other notice or communication  made  or
given by Collins, whether in its own name, on behalf of  any
other  Borrower or on behalf of "the Borrowers," and neither
the  Agent nor any Lender shall have any obligation to  make
any inquiry or request any confirmation from or on behalf of
any  other  Borrower as to the binding effect on it  of  any
such  request, instruction, report, information,  notice  or
communication, nor shall the joint and several character  of
the  Borrowers'  liability for the  Secured  Obligations  be
effected.

     SECTION 4.12 Joint and Several Liability.

     (a)  Joint  and  Several Liability. The Secured  Obligations
shall  constitute one joint and several direct  and  general
obligation  of all of the Borrowers secured by the  Security
Interest  and  the  Lien  of the  Mortgages  and  the  other
Security  Documents and by all other Liens now,  or  at  any
time or times hereafter, granted by the Borrowers, or any of
them,   to  the  Agent  for  the  benefit  of  the  Lenders:
Notwithstanding anything to the contrary-contained herein or
in any other Loan Document and notwithstanding the fact that
each  Borrower has not physically executed as co-maker  each
Note,  each of the Borrowers shall be, and hereby  undertake
and  agree  to  be, joinfly and severally, with  each  other
Borrower,  directly and unconditionally liable to the  Agent
and  the Lenders for all Secured Obligations and shall  have
the  obligations of co-makers with respect to the  Revolving
Credit  Loans, the Revolving Credit Notes, the  Term  Loans,
the  Term Notes and the other Secured Obligations, it  being
agreed that each Loan to each Borrower inures to the benefit
of  all  Borrowers, and that the Agent and the  Lenders  are
relying  on the joint and several liability of the Borrowers
as co-makers in extending the Revolving Credit Loans and the
Term  Loans  hereunder  and would not extend  the  Revolving
Credit  Loans or the Term Loans to any Borrower without  the
undertakings  of  all of the Borrowers  set  forth  in  this
Section  4.12.  Each  Borrower  hereby  unconditionally  and
irrevocably  agrees that upon the becoming due  (whether  at
stated  maturity,  by  acceleration  or  otherwise)  of  any
principal of, or interest on, any Revolving Credit  Loan  or
Term  Loan or other Secured Obligation payable to the  Agent
or  any  Lender,  it  will forthwith pay the  same,  without
notice  or  demand.  Additionally, each  Borrower  expressly
acknowledges,  authorizes and agrees to  the  provisions  of
Sections 2.2 and 2.3 relating to Leans and repayments giving
rise to intercompany receivables and payables.
     
     (b) No Reduction in Secured Obligations. No payment  or
payments made by any of the Borrowers or any other Person or
received or collected by the Agent or any Lender from any of
the Borrowem or any other Person by virtue of any action  or
proceeding or any set-off or appropriation or application at
any  time or from time to time in reduction of or in payment
of  the  Secured  Obligations shall  be  deemed  to  modify,
reduce,  release or otherwise affect the liability  of  each
Borrower under this Agreement, which shall remain liable for
the  Secured  Obligations until the Secured Obligations  are
paid   in   full  and  the  Revolving  Credit  Facility   is
terminated.

     SECTION 4.13 Secured Obligations Absolute.  To  the
extent  permitted  by Applicable Law, each  Borrower  agrees
that  the  Secured  Obligations will  be  paid  strictly  in
accordance with the terms of the Loan Documents. All Secured
Obligations  shall  be conclusively presumed  to  have  been
created  in  reliance  hereon.  The  liabilities  under  this
Agreement shall be absolute and unconditional irrespective
of:

     (i)  any lack of validity or enforceability of any Loan
Documents  or  any  other agreement or  instrument  relating
thereto;

     (ii)  any  change  in  the time,  manner  or  place  of
payments of, or in any other term of, all or any part of the
Secured  Obligations,  or  any  other  amendment  or  waiver
thereof  or  any consent to departure therefrom,  including,
but  not limited to, any increase in the secured Obligations
resulting  fromthe  extension of additional  credit  to  any
Borrower or otherwise;

     (iii)  any  taking, exchange, release or non-perfection
of  any collateral, or any release or amendment or waiver of
or consent to departure from any guaranty, for all or any of
the Secured Obligations;

     (iv)  any change, restructuring or termination  of  the
corporate  or organizational structure or existence  of  any
Borrower; or
     
     (v)   any  other  circumstance  which  might  otherwise
constitute  a defense available to, or a discharge  of,  any
Borrower or a Guarantor.

This  Agreement  shall  continue  to  be  effective  or   be
reinstated,  as the case may be, if at any time any  payment
of  any  of  the  Secured Obligations is rescinded  or  must
otherwise  be returned by the Agent or any Lender  upon  the
insolvency, bankruptcy or reorganization of any Borrower  or
otherwise, all as though such payment had not been made.

          SECTION  4.14 Waiver of Suretyship Defenses.  Each
Borrower agrees that the joint and several liability of  the
Borrowers provided for in Section 4.12 shall not be impaired
or  affected  by any modification, supplement, extension  or
amendment or any contract or agreement to which any Borrower
may  hereafter agree (other than an agreement signed by  the
Agent   and   the   Lenders  specifically   releasing   such
liability),  nor by any delay, extension of  time,  renewal,
compromise or other indulgence granted by the Agent  or  the
Lenders with respect to any of the Secured Obligations,  nor
by  any  other agreements or arrangements whatever with  any
Borrower  or with anyone else, each Borrower hereby  waiving
all  notice of such delay, extension, release, substitution,
renewal,   compromise  or  other  indulgence,   and   hereby
consenting  to be bound thereby as fully and effectually  as
if it had expressly agreed thereto in advance. The liability
of  each Borrower is direct and unconditional as to  all  of
the   Secued  Obligations,  and  may  be  enforced   without
requiring  the  Agent or any Lender first to resort  to  any
other  right, remedy or security against any other  Borrower
or   Guarantor.   Each  Borrower  hereby  expressly   waives
promptness,  diligence, notice of acceptance and  any  other
notice  with respect to any of the Secured Obligations,  the
Revolving  Credit Notes, the Term Notes, this  Agreement  or
any  other Loan Document and any requirement that the  Agent
or any Lender protect, secure, perfect or insure any Lien or
any pwperty subject thereto or exhaust any right or take any
action  against  any  Borrower or any other  Person  or  any
Collateral or Guarantor Collateral, including any fights any
Borrower may otherwise have under O.C.G.A. 10-7-24.

     SECTION 4.15 Subrogation Except as provided in Section 4.16,
any  claims or other rights that a Borrower may now have  or
hereafter  acquire  against any other  Borrower  that  arise
from file existence, payment, performance or enforcement of
the  Secured  Obligations or any Loan  Document,  including,
without limitation, any right of subrogation, reimbursement,
exoneration, contribution or indemnification and  any  right
to  participate in any claim or remedy of the Agent  or  the
Lenders  against  any other Borrower or any Collateral  that
the  Agent for the benefit of the Lenders or any Lender  now
have or hereafter acquire, whether or not such claim, remedy
or  right  arises  in equity or under contract,  statute  or
common law, including, without limitation, the right to take
or  receive from any other Borrower, directly or indirectly,
in  cash  or  other property or by setoff or  in  any  other
manner, payment or security on account of such claim, remedy
or  right, shall be and is hereby declared to be junior  and
subordinate  to any and all rights which the  Agent  or  any
Lender may have pursuant hereto or to any of the other  Loan
Documents or otherwise. Except as provided in Section  4.16,
no  Borrower  shall enforce any such right  of  subrogation,
reimbursement,  contribution,  indemnity  or  similar  right
until  all  Secured Obligations shall have been  irrevocably
paid or provided for in full. If any amount shall be paid to
or  collected by any Borrower in violation of the  preceding
sentence  at any time prior to the later of the  payment  in
full  of the Secured Obligations and the termination of  the
Revolving  Credit Facility, such amount shall be  deemed  to
have been received by such Borrower for the benefit of,  and
held in trust for the benefit of, the Agent and the Lenders,
and shall forthwith be paid to the Agent for the account  of
the  Lenders  to  be  credited and applied  to  the  Secured
Obligations,  whether  matured or unmatured,  in  accordance
with  the  terms  of  this  Agreement,  or  to  be  held  as
Collateral  for  any Secured Obligations  or  other  amounts
payable  under  this  Agreement  thereafter  arising,   Each
Borrower  acknowledges  that  it  will  receive  direct  and
indirect    benefits   from   the   financing   arrangements
contemplated  by  this Agreement and that  the  waivers  set
forth   in   this  Section  4.15  are  knowingly   made   in
contemplation of such benefits.

          SECTION 4.16 Right of Contribution Among Borrowers
Each  Borrower  hereby agrees that to the  extent  that  any
other Borrower shall have paid more than the aggegate amount
of  all  Valuable  Transfers to it hereunder,  it  shall  be
entitled  to seek and receive contribution from and  against
any  other  Borrower which has paid less than the  aggregate
amount  of  all  Valuable Transfers  to  it  hereunder.  The
provisions  of  this  Section  4.16  shall  not  limit   the
obligations and liabilities of any Borrower to the Agent and
the  Lenders, and each Borrower shall remain liable  to  the
Agent  and the Lenders for the full amount as to which  such
Borrower is obligated hereunder.

          SECTlON 4.17 Payments Not at End of Interest
Period: Failure to Borrow. If for any reason any payment of
principai with respect to any Eurodollar Rate Loan is made
on any day prior to the last day of the Interest Period
applicable to such Eurodollar Rate Loan or, after having
given a Notice of Borrowing with respect to any Eurodollar
Rate Revolving Credit Loan or a Notice of Conversion or
Continuation with respect to any Loan to be continued as or
converted into a Eurodollar Rate Loan, such Loan is not made
or is not continued as or converted into a Eurodollar Rate
Loan due to the Borrowers' failure to borrow or to fulfill
the applicable conditions set forth in Article 5, the
Borrowers shall pay to each Lender, in addition to any
amounts that may be due under Section 4.10, an amount (if a
positive number) computed pursuant to the following formula:

               L = (R - T) x Px D / 360

               L= amount payable

               R= interest rate applicable to the Eurodollar
                  Rate Loan unborrowed or prepaid

               T= effective interest rate per annum at which
                  any readily marketable bonds or other obligations
                  of the United States, selected at the Agent's sole
                  discretion, maturing on or near the last day of the
                  then applicable or requested Interest Period for such
                  Loan and in approximately the same amount as such Loan,
                  can be purchased by such Lender on the day of such
                  payment of principal or failure to borrow

               P= the amount of principal paid or the amount
                  of the requested Loan
               
               D= the number of days remaining in the
                  Interest Period as of the date of such
                  payment or the number of days in the
                  requested Interest Period

The Borrowers shall pay such amount upon presentation by the
Agent  of  a  statement setting forth  the  amount  and  the
Agent's   calculation   thereof   pursuant   hereto,   which
statement shall  be deemed true and correct  absent  manifest
error.

          SECTION  4.18  Assumptions Concerning  Funding  of
Eurodollar Rate Loans. Calculation of all amounts payable to
the  Lenders  under this Article 4 shall be made  as  though
each  Lender  had actually funded or committed to  fund  its
Eurodollar  Rate Loans through the purchase of an underlying
deposit  in  an amount equal to the amount of  such  ratable
share  and  having  a maturity comparable  to  the  relevant
Interest  Period  for such Eurodollar Rate  Loan;  provided,
however,  each Lender may fund its Eurodollar Rate Loans  in
any manner it deems/it and the foregoing assumption shall be
utilized  only for the calculation of amounts payable  under
this Article 4.

SECTION  4.19 Notice of Conversion or Continuation  Whenever
the  Borrowers desire, subject to the provisions of  Section
4.7,  to  convert  an outstanding Prime  Rate  Loan  into  a
Eurodollar Rate Loan or to continue all or a portion  of  an
outstanding  Eurodollar  Rate  Revolving  Credit   Loan   or
Eurodollar Rate Term Loan for a subsequent Interest  Period,
the  Borrowers  shall  notify the Agent  in  writing  (which
notice  shall  be irrevocable) by telecopy  not  later  than
11:30 a.m. on the date two Business Days before the day  on
which  such  proposed conversion or continuation  is  to  be
effective (and such effective date of any continuation shall
be  the  last day of the Interest Period for such Eurodollar
Rate  Loan).  Each such notice (a "Notice of  Conversion  or
Continuation") shall (i) identify the Loan to  be  converted
or  continued,  the aggregate outstanding principal  balance
thereof and, if a Eurodollar Rate Loan, the last day of  the
Interest  Period applicable to such Loan, (ii)  specify  the
effective  date  of  such conversion or continuation,  (iii)
specify the principal amount of such Loan to be converted or
continued,  and (iv)the Interest Period to be applicable  to
the  Eurodollar  Rate Loan as converted  or  continued,  and
shall  be  immediately  followed by a  written  confirmation
thereof  by the Borrower in a form acceptable to the  Agent,
provided  that if such written confirmation differs  in  any
respect from the action taken by the Lenders, the records of
the Agent shall control absent manifest error.

          SECTION  4.20 Conversion or Continuation  Provided
that  no  Event  of  Default  shall  have  occurred  and  be
continuing (but subject to the provisions of Section  4.19),
the  Borrowers  may  request that all or  any  part  of  any
outstanding  Prime Loan be converted into a Eurodollar  Rate
Loan or Loans or (b) Eurodollar Rate Loan be continued as  a
Eurodollar  Rate  Loan  or  Loans,  in  the  same  aggregate
principal amount, on any Business Day (which, in the case of
continuation of a Eurodollar Rate Loan, shall  be  the  last
day  of the Interest Period applicable thereto), upon notice
(which notice shall be irrevocable) given in accordance with
Section 4.19, provided that nothing in this Article 4  shall
be  construed to permit the conversion of a Revolving Credit
Loan to a Term Loan or vice versa.

          SECTION 4.21 Duration of Interest Periods; Maximum
Number of Eurodollar Rate Loans; Minimum Increments.

     (a)   Subject  to  the  provisions  of  the  definition
"Interest  Period",  the duration of  each  Interest  Period
shall  be as specified in the applicable Notice of Borrowing
or  Notice of Conversion or Continuation. The Borrowers  may
elect  a subsequent Interest Period to be applicable to  any
Eurodollar  Rate  Loan by giving a Notice of  Conversion  or
Continuation  with respect to such Loan in  accordance  with
Section 4.19.

     (b)  If  the Agent does not receive a notice of election  in
accordance   with   Section  4.19  with   respect   to   the
continuation of a Eurodollar Rate Loan within the applicable
time limits specified in said.Section 4.19, or if, when such
notice  must  be  given,  an  Event  of  Default  exists  or
Eurodollar Rate Loans are not available, the Borrowers shall
be  deemed  to  have elected to convert such Eurodollar-Rate
Loan in whole into a Prime Rate Loan on the last day of  the
Interest Period therefor.

     (c)  Notwithstanding the foregoing, the  Borrowers  may
not  select an Interest Period that wouJd end, but  for  the
provisions  of the definition "Interest Period,"  after  the
Termination Date.

     (d)  In  no event shall there be more than 4 Eurodollar
Rate  Loans  outstanding hereunder  at  any  time.  For  the
purpose  of  this  subsection  (d),  each  Eurodollar   Rate
Revolving  Credit Loan and each Eurodollar  Rate  Term  Loan
having  a distinct Interest Period shall be deemed to  be  a
separate Loan hereunder.

     (e) Each Eurodollar Rate Loan shall be in a minimum amount
of $1,000,000.

     SECTION 4.22  Changed Circumstances.

     (a)  If the introduction of or any change in or in  the
interpretation of (in each case, after the date hereof)  any
law  or  regulation makes it unlawful, or  any  Governmental
Authority  asserts,  after  the  date  hereof;  that  it  is
unlawful,   for  any  Lender  to  perform  its   obligations
hereunder  to  make  Eurodollar Rate Loans  or  to  fund  or
maintain Eurodollar Rate Loans hereunder, such Lender  shall
notify  the  Agent of such event and the Agent shall  notify
the  Borrowers of such event, and the right of the Borrowers
to  select Eurodollar Rate Loans for any subsequent Interest
Period  or  in connection with any subsequent conversion  of
any Loan shall be suspended until the Agent shall notify the
Borrowers that the circumstances causing such suspension  no
longer  exist,  and the Borrowers shah forthwith  prepay  in
full   all  Eurodollar  Rate  Revolving  Credit  Loans  then
outstanding and shall convert each Eurodollar Rate Term Loan
into  a  Prime  Rate Term Loan, and shall pay  all  interest
accrued  thereon  through the date  of  such  prepayment  or
conversion, unless the Borrowers, within three Business Days
after such notice from the Agent, requests the conversion of
all  Eurodollar Rate Loans then outstanding into Prime  Rate
Loans;  provided,  that if the date  of  such  repayment  or
proposed  conversion  is not the last day  of  the  Interest
Period  applicable  to  such  Eurodollar  Rate  Loans,   the
Borrower  shall also pay any amount due pursuant to  Section
4.17;  provided,  further, however, that  if  such  Loan  is
converted  to  a Prime Rate Loan and the Effective  Interest
Rate  of  such  Prime Rate Loan is equal to or greater  than
such Eurodollar Rate Loans for the duration of such Interest
Period then no amount shall be due under Section 4.17.
     
(b) If the Agent shall, at least one Business Day before the
date of any requested Revolving Credit Loan or the effective
date  of any conversion or continuation of an existing  Loan
to  be  made  or continued as or converted into a Eurodollar
Rate  Loan  (each such requested Revolving Credit Loan  made
and  Loan  to be converted or continued, a "Pending  Loan"),
notify  the  Borrower  that  the Eurodollar  Rate  will  not
adequately  reflect  the cost to the Lenders  of  making  or
funding  such Pending Loan as a Eurodollar Rate Loan or  that
the  Interbank  Offered  Rate is not determinable  from  any
interest rate reporting service of recognized standing, then
the  right  of  the Borrowers to select the Eurodollar  Rate
Loan  for such Pending Loan, any subsequent Revolving Credit
Loan  or  in  connection with any subsequent  conversion  or
continuation of any Loan shall be suspended until the  Agent
shall  notify the Borrowers that the circumstances  causing:
such  suspension  no longer exist, and each Loan  comprising
each Pending Loan and each such subsequent Loan requested to
be  made,  continued or converted shall be made or continued
as or converted into a Prime Rate Loan.

                         ARTICLE 5.

                    CONDITIONS PRECEDENT

          SECTION  5.1  Conditions  Precedent  to  Effective
Date. Notwithstanding any other provision of this Agreement,
the  respective  obligations  of  the  Lenders  to  make  or
continue  the  Term  Loans and the  Revolving  Credit  Loans
hereunder are subject to the conditions precedent  that  (a)
no   action,   proceeding,  investigation,   regulation   or
legislation,  shall  have  been  instituted,  threatened  or
proposed   before   any   court,  governmental   agency   or
legislative  body  to enjoin, restrain or  prohibit,  or  to
obtain  substantial  damages in  respect  of,  or  which  is
related  to  or  arises  out  of,  this  Agreement,  or  the
consummation  of  the transactions contemplated  hereby,  or
which  may have a Materially Adverse Effect on any Borrower,
(b)  there  shall not have occurred any event or  series  of
events  or  circumanstances or group of circumstances  which
individually  or in the aggregate, in the sole  judgment  of
any  Lender, would have a Materially Adverse Effect  on  any
Borrower,  (c)  the Agent shall have received  a  Notice  of
Borrowing and (d) the Agent shall have received on or before
the Effective Date the following, each dated as of such day,
in form and substance satisfactory to the Agent, its special
counsel  and  the  Lenders. and (except. for  the  Notes)  in
sufficient copies for each Lender

     (1)   Agreement.  This  Agreement,  duly  executed  and
delivered by each Borrower and each other party hereto.

     (2)  Notes. Each Revolving Credit Note, each Term  Note
A,  and each Term Note B, dated the Effective Date and  duly
executed and delivered by the applicable Borrower.

     (3)   Organizational  Documents.  Certified  copies  of  the
  articles  of  incorporation and  by-laws  and  shareholder
  agreements, if any, of each Borrower and Guarantor  as  in
  effect  on  the  Effective Date (or a  certificate  of  an
  appropriate officer of each Borrower and Guarantor to  the
  effect  that  except  as disclosed,  there  have  been  no
  changes  to  such documents since the date on  which  they
  were  last delivered to the Agent pursuant to the Original
  Agreement).

     (4)  Resolutions.  Certified copies  of  all  corporate
action, including shareholder approval, if necessary,  taken
by  each  Borrower and Guarantor to authorize the execution,
delivery and performance of the Loan Documents to which each
is a party and the borrowings under this Agreement.

     (5)  Incumbency Certificates. Certificates of incumbency and
specimen signatures with respect to each of the officers  of
each  Borrower  and  Guarantor  authorized  to  execute  and
deliver  the  Loan Documents to which each  is  a  party  on
behalf of each Borrower or Guarantor and any other document,
certificate or instrument to be delivered in connection with
the  Loan  Documents  and to request borrowings  under  this
Agreement.

     (6)  Mortgages.  Copies  of each of the Mortgage  Amendments
  duly  executed  and  delivered by the applicable  Borrower
  party  thereto and evidencing the recording of  each  such
  instrument  in  the  appropriate  jurisdiction   for   the
  recording  thereof on the Real Estate subject thereto  or,
  at  the  option of the Agent, in proper form for recording
  in such jurisdiction.

     (7)  Guarantor Consents. The Guarantor Consents,  dated
on  or about the Effective Date, duly executed and delivered
by each Guarantor.

     (8) Legal Opinion.  A signed opinion of Shook, Hardy  &
Bacon, counsel for the Borrowers and the Guarantors, in form
and  substance satisfactory to the Agent and its counsel and
of  such  local counsel for the Borrowers and the Guarantors
as may be required, opining as to such matters in connection
with the transactions contemplated by this Agreement as  the
Agent or its special counsel may reasonably request.

     (9)   Officer's  Certificate.  A  certificate  of   the
President of Collins or the Financial Officer stating  that,
to  the  best  of his knowledge and based on an  examination
sufficient to enable him to make an informed statement,

        (A)  all of the representations and warranties made  or
deemed  to be made under this Agreement are true and correct
as  of  the  Effective  Date, after  giving  effect  to  the
Revoling Credit Loan and the Term Loans to be made  at  such
time and the application of the proceeds thereof, and

         (B) no Default or Event of Default exists.

     (10)  Disbursement Letter. A letter, conforming to  the
requirements   of   Section   9.8,   from   the   Borrowers'
Representative requesting the initial Revolving Credit Loans
and   the   Term   Loans  and  specifying  the   method   of
disbursement.

     (11) Fees.  All of the fees payable on the Effective
Date referred to in this Agreement.

     (12)  Other Loan Documents. Copies of each of the other
Loan  Documents  duly executed by the parties  thereto  with
evidence satisfactory to the Agent and the Lenders and their
respective counsel of the due authorization, binding  effect
and  enforceability of each such Loan Document on each  such
party  and such other documents and instruments as the Agent
or any Lender may reasonably request.

     (13) No Injunctions, Etc. Evidence that no action,
proceeding, investigation, regulation or legislation shall
have been instituted, threatened or proposed before any
court, governmental agency or legislative body to enjoin,
restrain, or prohibit, or to obtain damages in respect of,
or which is related to or arises out of this Agreement or
the consummation of the transactions contemplated hereby or
which, in the Lenders' absolute discretion, would make it
inadvisable to consummate the transactions contemplated by
this Agreement.

     (14) Material Adverse Change. Evidence that, as of  the
Effective  Date,  there shall not have occurred  any  change
which   is   materially  adverse,  in  the   Lenders'   sole
discretion,   to   the   assets,  liabilities,   businesses,
operations, condition (financial or otherwise) or  prospects
of  any  Borrower  from  those presented  by  the  unaudited
financial  statements of the Borrowers described in  Section
6.1(n).

     SECTION  52  All Loans; Letters of Credit  At  the
time  of making of each Loan and the issuance of each Letter
of Credit:

       (a) all of the representations and warranties made or
deemed  to  be made under this Agreement shall be  true  and
correct in all material respects at such time both with  and
without  giving effect to the Loan to be made at  such  time
and the application of the proceeds thereof,

     (b) the corporate actions of the Borrowers referred  to
in  Section  5.1(4)  above shall remain in  full  force  and
effect and the incumbency of officers shall be as stated  in
the certificates of incumbency delivered pursuant to Section
5.1(5))  or  as  subsequently modified and  reflected  in  a
certificate of incumbency delivered to the Agent, and

       (c)  each request or deemed request for any borrowing
hereunder  shall  be  deemed to be a  certification  by  the
Borrowers to the Agent and the Lenders as to the matters set
forth  in Section 5.2(a) and (b) and the Agent may,  without
waiving  either condition, consider the conditions specified
in Sections 5.2(a) and (b) fulfilled and a representation by
the  Borrowers to such effect made, if no written notice  to
the contrary is received by the Agent prior to the making of
the Loan then to be made.


                          ARTICLE 6.

               REPRESENTATIONS AND WARRANTIES OF BORROWERS

     SECTION 6.1 Representations and Warranties.  The Borrowers
represent and warrant to the Agent and to the Lenders as
follows:

     (a)  Organization; Power; Qualification. Each  Borrower
and  each  Subsidiary  is  a  corporation,  duly  organized,
validly existing and in good standing under the laws of  its
jurisdiction   of  incorporation,  having  the   power   and
authority to own its properties and to carry on its business
as  now being and hereafter proposed to be conducted and  is
duly  qualified  and  authorized  to  do  business  in  each
jurisdiction in which the character of its properties or the
nature  of  its  business  requires  such  qualification  or
authorization. The jurisdictions in which each Borrower  and
each  Subsidiary is qualified to do business  as  a  foreign
corporation are listed on Schedule 6.1(a).

     (b) Capitalization. The outstanding capital stock of Collins
has  been duly  and  validly issued and is  fully  paid  and
nonassessable, and the name and percentage ownership of each
owner  of  5%  or  more of the shares of  capital  stock  of
Collins  are set forth on Schedule 6.1(b). The issuance  and
sale  of  Collins'  capital stock have  been  registered  or
qualified under applicable federal and state securities laws
or are exempt therefrom.

     (c)  Subsidiaries. Schedule 6.1(c) correctly sets forth
the   name   of  each  Subsidiary  of  each  Borrower,   its
jurisdiction  of  incorporation, the name of  its  immediate
parent  or  parents, and the percentage of  its  issued  and
outstanding  securities owned by a  Borrower  or  any  other
Subsidiary  of  a  Borrower  and  indicating  whether   such
Subsidiary is a Consolidated Subsidiary. Except as set forth
on Schedule 6.1(c),

     (i)   no  Subsidiary  of  a  Borrower  has  issued  any
securities  convertible  into shares  of  such  Subsidiary's
capital  stock or any options, warrants or other  rights  to
acquire  any  shares  or  securities convertible  into  such
shares,

     (ii)  the  outstanding  stock and  securities  of  each
Subsidiary of Collins are owned by Collins or a Wholly Owned
Subsidiary of Collins, or by Collins and one or more of  its
Wholly  Owned  Subsidiaries, free and clear  of  all  Liens,
warrants,  options  and  rights  of  others  of   any   kind
whatsoever, and

     (iii) Collins has no Subsidiaries.

The  outstanding capital stock of each Subsidiary of Collins
has  been  duly  and validly issued and is  fully  paid  and
nonassessable  by the issuer, and the number and  owners  of
the  shares of such capital stock are set forth on  Schedule
6.1(0.

     (d)  Authorization of Agreement, Notes, Loan  Documents
and  Borrowing. Each Borrower has the right and  power,  and
has  taken all necessary action to authorize it, to execute,
deliver  and  perform this Agreement and each  of  the  Loan
Documents  in accordance with their respective  terms.  This
Agreement  and  each of the Loan Documents  have  been  duly
executed  and delivered by the duly authorized  officers  of
each  Borrower  and  each  is, or  each  when  executed  and
delivered  in  accordance with this  Agreement  will  be,  a
legal,  valid  and  binding  obligation  of  each  Borrower,
enforceable in accordance with its terms.

     (e)  Compliance of Agreement, Notes, Loan Documents and
Borrowing  with Laws. Etc. Except as set forth  on  Schedule
6.1(e),  the  execution, delivery and  performance  of  this
Agreement and each of the Loan Documents in accordance  with
their  respective terms and the borrowings hereunder do  not
and  will not, by the passage of time, the giving of  notice
or otherwise,

     (i)  require  any Governmental Approval or violate  any
Applicable   Law   relating  to   the   Borrowers   or   any
Subsidiaries,

     (ii) conflict with, result in a breach of or constitute
a default under the articles or certificate of incorporation
or by-laws of a Borrower or any Subsidiary,

     (iii)  conflict with, result in a breach of or constitute  a
default  under  any  material provisions of  any  indenture,
agreement  or  other instrument to which a Borrower  or  any
Subsidiary is a party or by which a Borrower, any Subsidiary
or  any of such Borrower's or such Subsidiary's property may
be  bound  or  any  Governmental Approval relating  to  such
Borrower or any Subsidiary, or

     (iv) result in or require the creation or imposition of
any  Lien upon or with respect to any property now owned  or
hereafter  acquired by a Borrower other  than  the  Security
Interest.

     (f) Business.  Each Borrower is engaged in the business
described on Schedule 6.1(f).

     (g) Compliance with Law: Governmental Approvals.

     (i)  Except  as  set  forth  in  Schedule  6.1(g),   or
disclosed  in  any  Phase  I  or Phase  II  testing  reports
provided to the Lenders, each Borrower and each Subsidiary

     (A)  has  all Governmental Approvals, including permits
relating  to  federal, state and local  Environmental  Laws,
ordinances  and regulations, required by any Applicable  Law
for  it  to conduct its business, each of which is  in  full
force  and  effect, is final and not subject  to  review  on
appeal  and  is not the subject of any pending  or,  to  the
knowledge  of any Borrower, threatened attack by  direct  or
collateral proceeding, and

     (B)  to the best of the knowledge of the Borrowers,  is
in  compliance with each Governmental Approval applicable to
it and in compliance with all other Applicable Laws relating
to   it,   including,   without  being   limited   to,   all
Environmental  Laws and all occupational health  and  safety
laws  applicable to such Borrower, any Subsidiary  or  their
respective properties,

  except for instances of noncompliance which would not,
  singly or in the aggregate, cause a Default or Event of
  Default or have a Materially Adverse Effect on the
  Borrowers taken as a whole and in respect of which
  reserves in respect of such Borrower's or such
  Subsidiary's reasonably anticipated liability therefor
  have been established on the books of the appropriate
  Borrower or Subsidiary, as applicable.

     (ii)  Without  limiting the generality  of  the  above,
except as disclosed in writing to the Lenders and the  Agent
prior to the Agreement Date,

     (A) the operations of each Borrower and each Subsidiary
comply in all material respects with all material applicable
environmental, health and safety requirements of  Applicable
Law; and

     (B)  no  Borrower or Subsidiary has received any notice
or  written claim to the effect that it is or may be  liable
to  any  Person  as  a result of the Release  or  threatened
Release of a Contaminant into the environment.

     (iii)  Each  Borrower has notified the Agent  and  each
Lender  of  the  receipt by it or by any Subsidiary  of  any
written  notice of a material violation of any Environmental
Laws  or  occupational health and safety laws applicable  to
such  Borrower,  any Subsidiary or any of  their  respective
properties.

     (h)  Title  to  Properties.  Except  as  set  forth  in
Schedule 6.1(h), each Borrower and each Subsidiary has valid
and  legal  title to or leasehold interest in  all  personal
property, Real Estate and other assets used in its business.

     (i) Liens. Except as set forth in Schedule 6.1(i), none
of  the  properties  and  assets  of  any  Borrower  or  any
Subsidiary is subject to any Lien known to or created by any
Borrower,  except Permitted Liens. Other than the  Financing
Statements,   no  financing  statement  under  the   Uniform
Commercial  Code of any State or other instrument evidencing
a  Lien  which names a Borrower or any Subsidiary as  debtor
has been filed (and has not been terminated) in any State or
other  jurisdiction, and no Borrower or any  Subsidiary  has
signed  any such financing statement or other instrument  or
any   security  agreement  authorizing  any  secured   party
thereunder   to  file  any  such  financing   statement   or
instrument, except to perfect those Liens listed on Schedule
6.1(i).

     (j)  Indebtedness and Guaranties. Schedule 6.1(j) is  a
complete  and  correct listing of all (i)  Indebtedness  for
Money  Borrowed,  and (ii) Guaranties of each  Borrower  and
each  Subsidiary. Each Borrower and Subsidiary has performed
and  is  in  compliance  with  all  of  the  terms  of  such
Indebtedness   and  Guaranties  and  all   instruments   and
agreements  relating  thereto, and no default  or  event  of
default, or event or condition which with notice or lapse of
time  or  both would constitute such a default or  event  of
default,  exists  with respect to any such  Indebtedness  or
Guaranty.

     (k)  Litigation.  Except as set forth  on  Schedule  6.1(k),
there are no actions, suits or proceedings pending (nor,  to
the  knowledge of any Borrower, are there any actions, suits
or proceedings threatened, or any reasonable basis therefor)
against  or  in  any other way relating to  or  affecting  a
Borrower  or  a  Subsidiary or any of a  Borrower's  or  any
Subsidiary's   properties  in  any  court  or   before   any
arbitrator  of  any  kind or before or by  any  governmental
body,  except actions, suits or proceedings of the character
normally incident to the kind of business conducted by  such
Borrower  or  any Subsidiary which, if adversely determined,
would  not  singly  or in the aggregate  have  a  Materially
Adverse Effect on the Borrowers, and there are no strikes or
walkouts  in  progress, pending or contemplated relating  to
any labor contracts to which a Borrower or any Subsidiary is
a  party,  relating to any labor contracts being negotiated,
or otherwise.

     (l)  Tax  Returns  and  Payments. Except  as  set  forth  on
Schedule 6.1(l), all United States federal, state and  local
as  well as foreign national, provincial and local and other
tax rearms of each Borrower and each Subsidiary required  by
Applicable  Law  to be filed have been duly filed,  and  all
United States federal, state and local and foreign national,
provincial and local and other taxes, assessments and  other
governmental  charges or levies upon  any  Borrower  or  any
Subsidiary  or  any Borrower's or any Subsidiaofs  property,
income,  profits and assets which are due and  payable  have
been  paid, except any such nonpayment which is at the  time
permitted  under  Section  9.6. The  charges,  accruals  and
reserves  on the books of each Borrower and each  Subsidiary
in  respect  of United States federal, state and  local  and
foreign national, provincial and local taxes for all  fiscal
years  and portions thereof since the organization  of  such
Borrower or Subsidiary, as the case may be, are in  the  jud
mnent  of  the Borrowers adequate, and no Borrower knows  of
any  reason to anticipate any additional assessments for any
of  such years which, singly or in the aggregate, might have
a Materially Adverse Effect on any Borrower.

     (m)   Burdensome  Provisions.  No  Borrower   nor   any
Subsidiary is a party to any indenture, agreement, lease  or
other  instrument,  or subject to any charter  or  corporate
restriction,  Governmental Approval or  Applicable  Law  not
disclosed  to  the Lenders in writing, compliance  with  the
terms of which might have a Materially Adverse Effect on any
Borrower.

     (n) [Reserved].

     (o)  Adverse  Change.  Since the date  of  the  audited
financial  statements of the Borrowers for the  Fiscal  Year
ended October 3 l, 1997;

     (i)  no  matedal  adverse change has  occarred  in  the
business, assets, liabilities, financial condition,  results
of operations or business prospects of any Borrower, and

     (ii) no event has occured or failed to occur which  has
had,  or  may have, singly or in the aggregate, a Materially
Adverse Effect on any Borrower.

     (p) ERISA

       (i) No Borrower nor any Related Company maintains  or
contributes to any Benefit Plan other than those  listed  on
Schedule 6.1(p).

      (ii) The Borrowers and each other Related Company have
fulfilled   all   obligations  under  the  minimum   funding
standards of and are in compliance in all material  respects
with  ERISA,  and with the Code to the extent applicable  to
them  and have not incurred any liability to the PBGC  or  a
Benefit  Plan under Title IV of ERISA other than a liability
to  the  PBGC for premiums under Section 4007 of ERISA.  The
Borrowers have no contingent liabilities with respect to any
post-retirement  benefits under a Benefit Plan,  other  than
liability  for continuation coverage described in Article  6
of  Title  I  of  ERISA.  No  Borrower  is  a  party  to   a
Multiemployer Plan.

     (q) Absence of Defaults. No Borrower nor any Subsidiary
is   in  default  under  its  articles  or  certificate   of
incorporation  or by-laws and no event has  occurred,  which
has not been remedied, cured or waived,

     (i)  which constitutes a Default or an Event of Default, or

     (ii)  which  constitutes, or which with the passage  of
time or giving of notice or both would constitute, a default
or  event  of default by a Borrower or any Subsidiary  under
any  material  agreement  (other  than  this  Agreement)  or
judgment,  decree  or order to which such  Borrower  or  any
Subsidiary  is  a  party  or  by which  such  Borrower,  any
Subsidiary   or  any  of  such  Borrower's  or  Subsidiary's
properties may be bound or which would require a Borrower or
any  Subsidiary to make any payment under any thereof  prior
to the scheduled maturity date therefor, except, in the case
only  of any such agreement, for alleged defaults which  are
being contested in good faith by appropriate proceedings and
with respect to which reserves in respect of the appropriate
Borrower's or Subsidiary's reasonably anticipated  liability
have  been  established on the books  of  such  Borrower  or
Subsidiary.

     (r)    Accuracy and Completeness of Information.

       (i) All written information, reports and other papers
and  data  produced  by or on behalf  of  any  Borrower  and
furnished  to the Agent or any Lender were, at the  time'the
same were so furnished, complete and correct in all material
respects,  to the extent necessary to give the  recipient  a
true and acauate knowledge of the subject matter. No fact is
known  to any Borrower which has had, or may in the  flitute
have  (so  far  as such Borrower can foresee), a  Materially
Adverse  Effect  upon any Borrower which has  not  been  set
forth  in  the financial statements or disclosure  delivered
prior  to  the Agreement Date, in each case referred  to  in
Section  6.1(n), or in such written information, reports  or
other  papers or data or otherwise disclosed in  writing  to
the  Agent and the Lenders prior to the Agreement  Date.  No
document furnished or written statement made to the Agent or
any   Lender  by  any  Borrower  in  connection   with   the
negotiation,  preparation or execution of this Agreement  or
any  of  the  Loan  Documents contains or will  contain  any
untrue  statement of a fact material to the creditworthiness
of  any  Borrower or omits or will omit to state a  material
fact  necessary  in  order to make the statements  contained
therein not misleading.


     (ii)  No  Borrower has any reason to believe  that  any
document furnished or written statement made to the Agent or
any Lender by any Person other than a Borrower in connection
with  the  negotiation, preparation  or  execution  of  this
Agreement  or  any  of  the  Loan  Documents  contained  any
incorrect statement of a material fact or omitted to state a
material  fact  necessary in order to  make  the  statements
made,  in  light of the circumstances under which they  were
made, not misleading.

     (s)  Solvency. In each case after giving effect to  the
Indebtedness  represented by the Loans to be  incurred  and,
the   transactions  contemplated  by  this  Agreement,  each
Borrower and each Subsidiary is solvent, having assets of  a
fair salable value which exceeds the amount required to  pay
its  debts  as  they become absolute and matured  (including
contingent,   subordinated,   unmatured   and   unliquidated
liabilities), and each Borrower and each Subsidiary is  able
to and anticipates that it will be able to meet its debts as
they mature and has adequate capital to conduct the business
in which it is or proposes to be engaged.

     (t) Receivables.

     (i) Status.

     (A)  Each  Receivable  reflected  in  the  computations
included  in  any  Borrowing  Base  Certificate  meets   the
criteria  enumerated  in  clauses (a)  through  (t)  of  the
definition  of Eligible Receivables, except as disclosed  in
such  Borrowing Base Certificate or as disclosed in a timely
manner  in  a  subsequent  Borrowing  Base  Certificate   or
otherwise in writing to the Agent.

     (B)  No  Borrower  has any knowledge  of  any  fact  or
circumstance not disclosed to the Agent in a Borrowing  Base
Certificate or otherwise in writing which would  impair  the
validity  or collectibility of any Receivable of  $5,000  or
more  or  of Receivables which (regardless of the individual
amount thereof) aggregate $50,000 or more.

       (ii)  Chief  Executive Office.  The  chief  executive
office  of each Borrower and the books and records  relating
to  its  Receivables are located at the address or addresses
set  forth  on  Schedule 6.1(t) and the Borrowers  have  not
maintained their chief executive office or books and records
relating to any Receivables at any other address at any time
during  the  year immediately preceding the  Agreement  Date
except as disclosed on Schedule 6.1(t).

     (u) Inventory.

        (i) Schedule of Inventory. All Inventory included  in
any  Schedule  of  Inventory or Borrowing  Base  Certificate
delivered  to the Agent and the Lenders pursuant to  Section
8.12  meets  the criteria enumerated in clauses (a)  through
(h)  of  the  definition of Eligible  Inventory,  except  as
disclosed  in  such Schedule of Inventory or Borrowing  Base
Certificate  or  in a subsequent Schedule  of  Inventory  or
Borrowing  Base  Certificate, or as  otherwise  specifically
disclosed in writing to the Agent.

        (ii)  Condition.  All Inventory is in good condition,  meets
all  standards  imposed  by  any  governmental  agency,   or
department or division thereof, having regulatory  authority
over  such goods, their use or sale, and is currently either
usable  or  salable  in the normal course  of  a  Borrower's
business,  except  to  the extent reserved  against  in  the
financial  statements  referred  to  in  Section  6.1(n)  or
delivered  pursuant  to Article 10  or  as  disclosed  on  a
Schedule  of  Inventory delivered to the Agent  pursuant  to
Section 8.12(b).

        (iii)  Location.  All  Inventory  is  located  on   the
premises  set  forth on Schedule 6.1(u) or is  Inventory  in
transit  to  one  of  such locations,  except  as  otherwise
disclosed in writing to the Agent; no Borrower has,  in  the
last  year,  located such Inventory at premises  other  than
those set forth on Schedule 6.1(u).

     (v)  Equipment.  All Equipment is  in  good  order  and
repair  in  all  material respects and  is  located  on  the
premises  set  forth on Schedule 6.1(v)  and  has  not  been
located  at  any other location during the last twelve  (12)
months.

     (w) Real Property. No Borrower owns any Real Estate  or
leases any Real Estate other than that described on Schedule
6.1(w).

     (x) Corporate and Fictitious Name. Except as otherwise
disclosed  on  Schedule 6.1(x), during the five-year  period
preceding   the   Agreement  Date,  no  Borrower   nor   any
predecessor thereof has been known as or used any  corporate
or  fictitious name other than the corporate  name  of  such
Borrower on the Effective Date.

     (y) Federal Reserve Regulations. No Borrower nor any of
its   Subsidiaries   is  engaged  and  none   will   engage,
principally  or as one of its important activities,  in  the
business of extending credit for the purpose of "purchasing"
or  "carrying"  any "margin stock" (as each  of  the  quoted
terms is defined or used in Regulations G and U of the Board
of  Governors of the Federal Reserve System). No part of the
proceeds  of any of the Loans will be used for so purchasing
or  carrying margin stock or, in any event, for any  purpose
which  violates,  or which would be inconsistent  with,  the
provisions  of  Regulation G, T, U or X  of  such  Board  of
Governors.  If  requested by the Agent or any  Lender,  each
Borrower  will  finnish  to the  Agent  and  the  Lenders  a
statement  or statements in conformity with the requirements
of said Regulation G, T, U or X to the foregoing effect.

     (z)   Investment  Company  Act.  No  Borrower   is   an
"investment  company"  or  a  company  "controlled"  by   an
"investment company" (as each of the quoted terms is defined
or used in the Investment Company Act of 1940, as amended).

     (aa)   Employee  Relations.  Each  Borrower  and   each
Subsidiary  has  a stable work force in place  and  is  not,
except  as  set  forth  on Schedule 6.1(aa),  party  to  any
collective bargaining agreement nor has any labor union been
recognized  as  the  representative of a  Borrower's  or  any
Subsidiary's employees, and no Borrower knows of no pending,
threatened or contemplated strikes, work stoppage  or  other
labor  disputes  involving  any Borrower's  or  Subsidiary's
employees.

     (bb) Proprietary Rights. Schedule 6.1(bb) sets forth  a
correct  and complete list of all of the Proprietary Rights.
None  of  the Proprietary Rights is subject to any licensing
agreement  or  similar arrangement except as  set  forth  on
Schedule  6.1(bb)  or  as  entered  into  in  the  sale   or
distribution  of  a  Borrower's Inventory  in  the  ordinary
course   of  business.   To  the  best  of  each  Borrower's
knowledge,  none of the Proprietary Rights infringes  on  or
conflicts  with any other Person's property,  and  no  other
Person's  property  infringes  on  or  conflicts  with   the
Proprietary  Rights.  The Proprietary  Rights  described  on
Schedule 6.1(bb) constitute all of the property of such type
necessary  to the current and anticipated future conduct  of
the Borrowers' businesses.
     
     (cc) Trade Names. All trade names or styles under which
a  Borrower  sells Inventory or creates Receivables,  or  to
which  instruments  in  payment  of  Receivables  are   made
payable, are listed on Schedule 6.1(cc).

       (dd)  Year  2000 Compliance. The Borrowers  have  (i)
initiated  a review and assessment of all areas  within  the
Borrowers  and  each  of  its  Subsidiaries'  business   and
operations  (including those affected by suppliers,  vendors
and  customers) that could be adversely affected by the Year
2000  Problem,  (ii)  developed  a  plan  and  timeline  for
addressing  the  Year 2000 Problem on a  timely  basis,  and
(iii) to date, implemented that plan in accordance with that
timetable.  Based  on the foregoing, the  Borrowers  believe
that  all  computer  applications (including  those  of  its
suppliers, vendors and customers) that are material to their
or  any  of their Subsidiaries' business and operations  are
Year 2000 Compliant.

          SECTION   6.2  Survival  of  Representations   and
Warranties.  Etc.  All representations  and  warranties  set
forth in this Article 6 and all statements contained in  any
certificate,   financial  statement  or  other   instrument,
delivered  by or on behalf of a Borrower purmant  to  or  in
connection with this Agreement or any of the Loan  Documents
(including,  but  not  limited to, any such  representation,
warranty  or  statement made in or in  connection  with  any
amendment  thereto)  shall  constitute  representations  and
warranties  made  under this Agreement. All  representations
and  waranties made under this Agreement shall  be  made  or
deemed to be made at and as of the Agreement Date, at and as
of the Effective Date and at and as ofthe date of each Loan,
except  that representations and waranties which,  by  their
terms  are applicable only to one such date, shall be deemed
to  be made only at and as of such date. All representations
and  warranties  made  or  deemed  to  be  made  under  this
Agreement  shall survive and not be waived by the  execution
and delivery of this Agreement, any investigation made by or
on  behalf  of  the  Ageni or any Lender  or  any  borrowing
hereunder.

                         ARTICLE 7.

                      SECURITY INTEREST

     SECTION 7.1    Security Interest.

     (a)  To secure the payment, observance and performance  of
the  Secured  Obligations, each Borrower  hereby  mortgages,
pledges and assigns to the Agent, for the benefit of  itself
as  Agent and the Lenders, all of the Collateral and  grants
to  the  Agent, for the benefit of itself as Agent  and  the
Lenders,  a continuing security interest in and a continuing
Lien upon, all of the Collateral.

     (b)  As  additional  security for all  of  the  Secured
Obligations, each Borrower hereby grants to the  Agent,  for
the  benefit of itself as Agent and the Lenders, a  security
interest  in, and assigns to the Agent, for the  benefit  of
itself  as  Agent  and the Lenders, all  of  such  Borrowers
fight,  tifie and interest in and to, any deposits or  other
sums  at  any time credited by or due from each  Lender  and
each Affiliate of a Lender to such Borrower, or credited  by
or  due from any participant of any Lender to such Borrower,
with  the  same rights therein as if the deposits  or  other
sums were credited by or due from such Lender. Each Borrower
hereby  authorizes  each Lender and each Affiliate  of  such
Lender  and each participant to pay or deliver to the Agent,
for the account of the Lenders, without any necessity on the
Agent's or any Lendefts part to resort to other security  or
sources of reimbursement for the Secured Obligations, at any
time  during the continuation of any Event of Default or  in
the  event that the Agent, on behalf of the Lenders,  should
make demand for payment hereunder and without further notice
to  such Borrower (such notice being expressly waived),  any
of  the  aforesaid  deposits (general or  special,  time  or
demand,  provisional or final) or other sums for application
to  any  Secured  Obligation, irrespective  of  whether  any
demand  has been made or whether such Secured Obligation  is
mature,  and the rights given the Agent, the Lenders,  their
Affiliates  and  participants hereunder are cumulative  with
such  Person's  other rights and remedies,  including  other
rights  of  set-off.  The  Agent will  promptly  notify  the
relevant  Borrower  of its receipt of  any  such  funds  for
application to the Secured Obligations, but failure to do so
will not affect the validity or enforceability thereof.  The
Agent  may  give  notice of the above grant  of  a  security
interest  in  and assignnment of the aforesaid deposits  and
other  sums,  and authorization, to, and make  any  suitable
arrangements  with, any Lender, any such  Affiliate  of  any
Lender  or  participant for effectuation thereof  and  each
Borrower  hereby  irrevocably  appoints  the  Agent  as  its
attorney to collect any and ail such deposits or other  sums
to  the extent any such payment is not made to the Agent  or
any Lender by such Lender, Affiliate or participant.

     SECTION 7.2 Continued Priority of Security Interest

     (a)     The Security Interest granted by each Borrower shall
  at  all  times be valid, perfected and enforceable  against
  such Borrower and all third parties in accordance with  the
  terms  of  this  Agreement, as security  for  the  Secured
  Obligations, and the Collateral shall not at any  time  be
  subject  to any Liens that are prior to, on a parity  with
  or  junior  to the Security Interest, other than Permitted
  Liens.

     (b)  Each Borrower shall, at its sole cost and expense,
take  all action that may be necessary or desirable, or that
the  Agent  may reasonably request, so as at  all  times  to
maintain  the validity, perfection, enforceability and  rank
of  the  Security Interest in the Collateral  in  conformity
with  the  requirements of Section 7.2(a), or to enable  the
Agent  and  the Lenders to exercise or enforce their  rights
hereunder, including, but not limited to:

     (i)  paying  all  taxes, assessments and  other  claims
lawfully levied or assessed on any of the Collateral, except
to  the extent that such taxes, assessments and other claims
constitute Permitted Liens,

     (ii)  obtaining,  after the Agreement Date,  landlords'
and  mortgagees' releases, subordinations or waivers,  and
using all reasonable efforts to obtain mechanics' releases,
subordinations or waivers,

     (iii)  delivering to the Agent, for the benefit of  the
Lenders,  endorsed  or accompanied by  such  instruments  of
assignment  as  the  Agent  may  specify,  and  stamping  or
marking,  in such manner as the Agent may specify,  any  and
all  chattel  paper,  instruments, letters  and  advices  of
guaranty and documents evidencing or forming a part  of  the
Collateral,

     (iv)  executing  and  delivering financing  statements,
pledges,    designations,   hypothecations,   notices    and
assignments  in each case in form and substance satisfactory
to the Agent relating to the creation, validity, perfection,
maintenance  or continuation of the Security Interest  under
the Uniform Commercial Code or other Applicable Law, and

     (v)   executing  and  delivering,  and   causing   each
depository  institution  in which  each  Borrower  maintains
deposits  of  Collateral or proceeds thereof to execute  and
deliver,  such Agency Account Agreements, Lockbox Agreements
and other instruments, documents and agreements as the Agent
may   in   its  discretion  require  to  comply   with   the
requirements of Sections 7.2(a) and 8.1(a).

     (c)  Each  Borrower shall at its sole cost and  expense
comply  with  the terms and provisions of each  Mortgage  to
which it is party and take ail actions that may be necessary
or  desirable, or that the Agent may request, so as  at  ail
times  to  maintain the validity, perfection, enforceability
and  rank  of  the Security Interest in the Real  Estate  in
conformity  with the requirements of Section 7.2(a)  and  of
the  Mortgages or to enable the Agent to exercise or enforce
its  rights  hereunder and under the Mortgages.  Immediately
upon  acquiring, after the Effective Date, title to any Real
Estate having a purchase price or market value in excess  of
$100,000, the applicable Borrower shall deliver to the Agent
a  mortgage  substantially in the form of  the  Mortgage  or
Mortgages   theretofore  entered  into  by  the   Borrowers,
together with, if requested by the Required Lenders, a title
insurance policy insuring the Agent's interest in such  Real
Estate  in  an  amount equal to not less than  the  purchase
price thereof together with an environmental review of  such
Real  Estate  coveting such matters as the Required  Lenders
may  reasonably request, which review shall be  satisfactory
to the Required Lenders.

     (d)  The Agent is hereby authorized to file one or more
financing  or continuation statements or amendments  thereto
without the signature of or in the name of each Borrower for
any purpose described in Section 7.2(b). The Agent will give
the  relevant  Borrower notice of the  filing  of  any  such
statements  or  amendments, which notice shall  specify  the
locations where such statements or amendments were filed.  A
carbon,  photographic, xerographic or other reproduction  of
this Agreement or of any of the Security Documents or of any
Financing Statement is sufficient as a financing statement.

     (e)  Each Borrower shall mark its books and records  as
directed   by  the  Agent  and  as  may  be  necessary   or
appropriate  to evidence, protect and perfect  the  Security
Interest and shah cause its financial statements to  reflect
the Security Interest.

                         ARTICLE 8.

                    COLLATERAL COVENANTS

          Until  the  Revolving  Credit  Facility  has  been
terminated and all the Secured Obligations have been paid in
flail,  unless the Required Lenders shall otherwise  consent
in the manner provided in Section 15.11:

     SECTION 8.1 Collection of Receivables.

     (a) Each Borrower will cause all monies, checks, notes,
drafts and other payments relating to or constituting
proceeds of Receivables and of any other Collateral to be
forwarded to the Agent at the Agent's Office on a daily
basis for application in accordance with Section 8.1(b)
below. From and aRer the occurrence of a Default or Event of
Default, at the request of the Required Lenders, each
Borrower will promptly cause aH monies, checks, notes,
drafts and other payments relating to or constituting
proceeds of Receivables and of any other Collateral to be
forwarded to a Lockbox, for deposit in an Agency Account in
accordance with the procedures set out in the corresponding
Agency Account Agreement. In particular, each Borrower will
in such a case:

     (i)  advise  each  Account  Debtor  on  trade  accounts
receivable  to  address  all  remittances  with  respect  to
amounts payable on account thereof to a specified Lockbox,

     (ii)  advise  each  other  Account  Debtor  that  makes
payment   to  such  Borrower  by  wire  transfer,  automated
clearinghouse  transfer or similar  means  to  make  payment
directly to an Agency Account, and

     (iii)  stamp  all invoices relating to  trade  accounts
receivable   with  a  legend  satisfactory  to   the   Agent
indicating that payment is to be made to such Borrower via a
specified Lockbox

     (b)  Each  Borrower  and  the  Agent  shall  cause  all
receipts to be delivered daily and all collected balances in
Agency  Accounts to be transmitted daily by  wire  transfer,
depository transfer check or other means in accordance  with
the procedures set forth in the corresponding Agency Account
Agreement, to the Agent at the Agent's Office:

       (i)  for application, on account of the Secured Obligations,
as provided in Sections 2.3(c), 12.2, and 12.3, such credits
to  be  entered as of the day they are received if they  are
received Prior to 1:30 p.m. and to be conditioned upon final
payment in cash or solvent credits of the items giving  rise
to  them,  and-provided that, notwithstanding the  entry  of
such  credits on the day they are received, interest on  the
Secured  Obligations shall be calculated as if such  credits
had  been  received  the Business Day  next  succeeding  the
Business  Day  on which such credits are actually  received,
and

        (ii) with respect to the balance, so long as no Default
or  Event  of  Default has occurred and is  continuing,  for
transfer by wire transfer or depository transfer check to  a
Controlled Disbursement Account.

     (c)  Any  monies,  checks,  notes,  drafts  or  other
payments  referred to in subsection (a) of this Section  8.1
which  are  received by or on behalf of a Borrower  will  be
held  in  trust for the Agent and will be delivered  to  the
Agent  or a Clearing Bank, as promptly as possible,  in  the
exact   form   received,   together   with   any   necessary
endorsements  for application by the Agent directly  to  the
Secured  Obligations or, if applicable, for deposit  in  the
Agency   Account  maintained  with  a  Clearing   Bank   and
processing in accordance with the terms of the corresponding
Agency Account Agreement.
     
     SECTION 8.2   Verification and Notification.  The Agent
shall have the right at any time and from time to time,
     
     (a) in the name of the Agent, the Lenders, or a nominee
thereof  or in the name of the relevant Borrower, to  verify
the  validity,  amount or any other matter relating  to  any
Receivables by mail, telephone, telegraph or otherwise,

     (b) to review, audit and make extracts from all records
and files related to any of the Receivables, and

     (c)  if  an  Event  of Default shall have  occurred  and  be
  continuing,  to  notify the Account  Debtors  or  obligors
  under   any   Receivables  of  the  assignment   of   tach
  Receivables to the Agent, for the benefit of the  Lenders,
  and  to  direct  such Account Debtor or obligors  to  make
  payment  of  all  amounts due or to become due  thereunder
  directly  to  the Agent, for the account of  the  Lenders,
  and,  upon  such  notification and at the expense  of  the
  Borrowers,  to enforce collection of any such  Receivables
  and  to adjust, settle or compromise the amount or payment
  thereof, in the same manner and to the same extent as  the
  Borrowers might have done.

     SECTION 8.3 Disputes, Returns and Adjustments.

       (a) In the event any amounts due and owing under  any
Receivable  for  an  amount in excess  of  $250,000  are  in
dispute   between  the  Account  Debtor  and  the   relevant
Borrower, such Borrower shall provide the Agent with  prompt
written notice thereof.

     (b)  Each  Borrower shall notify the Agent promptly  of
all  returns and credits in excess of $50,000 in respect  of
any  Receivable, which notice shall specify  the  Receivable
affected.

     (c)  Each  Borrower  may,  in the  ordinary  course  of
business  unless  a  Default or  an  Event  of  Default  has
occurred and is continuing, grant any extension of time  for
payment of any Receivable or compromise, compound or  settle
the  same for less than the full amount thereof, or  release
wholly  or partly any Person liable for the payment thereof,
or allow any credit or discount whatsoever therein; provided
that  no  such action results in the reduction of more  than
$50,000 in the amount payable with respect to any Receivable
or  of more than $250,000 with respect to all Receivables of
the  Borrowers  in any Fiscal Year (in each case,  excluding
the allowance of credits or discounts generally available to
Account  Debtors  in the ordinary course of  each  Borrowers
business  and  appropriate adjustments to  the  accounts  of
Account Debtors in the ordinary course of business).

     SECTION 8.4    Invoices.

     (a)  No  Borrower  will  use any  invoices  other  than
invoices  in  the form delivered to the Agent prior  to  the
Agreement  Date  without giving the  Agent  30  days'  prior
notice  of  the intended use of a different form of  invoice
together with a copy of such different form.

     (b)  Upon the request of the Agent, each Borrower shall
deliver  to the Agent, at such Borrowers expense, copies  of
customers' invoices or the equivalent, original shipping and
delivery  receipts  or  other proof of delivery,  customers'
statements, customer address lists, the original copy of all
documents,   including,   without   limitation,    repayment
histories   and   present  status   reports,   relating   to
Receivables   and  such  other  documents  and   information
relating to the Receivables as the Agent shall specify.
          
          SECTION 8.5 Delivery lnstruments. In the event any
Receivable  is  at any time evidenced by a promissory  note,
trade  acceptance or any other insmmaent for the payment  of
money,  the  relevant  Borrower will immediately  thereafter
deliver such instrument to the Agent, appropriately endorsed
to the Agent, for the benefit of the Lenders.

          SECTION  8.6  Sales  of Inventory.  All  sales  of
Inventory  will be made in compliance with all  requirements
of Applicable Law.

     SECTION 8.7  Ownership and Defense of Title.

       (a)  Except  for Permitted Liens and Limited  Chassis
Liens,  a  Borrower shall at all times be the sole owner  or
lessee  of  each and every item of Collateral and shall  not
create  any  Lien  on,  or  sell, lease,  exchange,  assign,
transfer, pledge, hypothecate, grant a security interest  or
security  tifie  in  or otherwise dispose  of,  any  of  the
Collateral  or  any interest therein, except  for  sales  of
Inventory in the ordinary course of business, for cash or on
open  account or on terms of payment ordinarily extended  to
its   customers,  and  except  for  dispositions  that   are
otherwise  expressly  permitted under  this  Agreement.  The
inclusion of "proceeds" of the Collateral under the Security
Interest shall not be deemed a consent by the Agent  or  the
Lenders  to any other sale or other disposition of any  part
or all of the Collateral.

     (b)  Each  Borrower shall defend its title or leasehold
interest  in  and  to,  and the Security  Interest  in,  the
Collateral against the claims and demands of all Persons.

     SECTION 8.8    Insurance.

     (a) The Borrowers shall at all times maintain insurance
on  the  Inventory and Equipment against loss or  damage  by
fire,   theft  (excluding  theft  by  employees),  burglary,
pilferage,  loss in transit and such other  hazards  as  the
Agent  shall  reasonably specify, in amounts not  to  exceed
those  obtainable at commercially reasonable rates and under
policies issued by insurers acceptable to the Agent  in  the
exercise  of its reasonable judgment. All premiums  on  such
insurance shall be paid by the Borrowers and copies  of  the
policies  delivered to the Agent. No Borrower  will  use  or
permit the Inventory or Equipment to be used in violation of
Applicable   Law  or  in  any  manner  which  might   render
inapplicable any insurance coverage.

     (b)  All  insurance  policies  required  under  Section
8.8(a) shall name the Agent, for the benefit of the Lenders,
as  an  additional  insured and shall contain  loss  payable
clauses in the form submitted to the Borrowers by the Agent,
or  otherwise  in  form and substance  satisfactory  to  the
Required Lenders, naming the Agent, for the benefit  of  the
Lenders,  as mortgagee and loss payee, as its interests  may
appear, and providing that

        (i)  all  proceeds thereunder shall be payable  to  the
Agent, for the benefit of the Lenders,

        (ii) no such insurance shall be affected by any act  or
neglect of the insurer or owner of the property described in
such policy, and
  
        (iii)  such  policy  and loss payable  clauses  may  be
canceled, amended or terminated only upon at least ten days'
prior written notice given to the Agent.

     (c)  Any  proceeds of insurance referred to in this  Section
  8.8  which are paid to the Agent, for the account  of  the
  Lenders,  shall be, at the option of the Required  Lenders
  in  their  sole discretion, either (i) applied to  replace
  the  damaged or destroyed property, or (ii) applied to the
  payment  or prepayment of the Secured Obligations in  such
  manner  as the Required Lenders shall determine,  provided
  that  in  the  event  that the proceeds  from  any  single
  casualty  do  not exceed $100,000, then, upon the  written
  request  of  the Borrowers' Representative to  the  Agent,
  provided  that no Default or Event of Default  shall  have
  occurred  and  be  continuing,  such  proceeds  shall   be
  disbursed  by  the  Agent  to the applicable  Borrower  or
  Borrowers  pursuant to such procedures as the Agent  shall
  reasonably  establish for application to  the  replacement
  of the damaged or destroyed property.

     SECTION 8.9 Location of Offices and Collateral.

     (a) No Borrower will change the location of its chief
executive office or the  place where it keeps its books and
records relating to the Collateral or change its-name, its
identity or corporate structure without giving the Agent 45
days' prior written notice thereof.

     (b)  All Inventory, other than Inventory in transit  to
any  such  location,  will at all  times  be  kept  by  each
Borrower  at  the  locations set forth  under  its  name  in
Schedule  6.1(u), and shall not be removed therefrom  except
pursuant  to  sales  of  Inventory permitted  under  Section
8.7(a) without the prior written consent of the Agent, which
consent  shall not be unreasonably withheld if the  location
to  which  such  Inventory is to be removed  is  within  the
continental  United  States and all actions  required  under
Section 7.2(b) have been taken by the applicable Borrowers.

     (c) If any Inventory is in the possession or control of
any  of  a  Borrower's agents or processors,  such  Borrower
shall  notify  such  agents or processors  of  the  Security
Interest  (and  shall promptly provide copies  of  any  such
notice  to  the  Agent  and  the  Lenders)  and,  upon   the
occurrence of an Event of Default, shall instruct them  (and
cause them to acknowledge such instruction) to hold all such
Inventory  for  the account of the Lenders, subject  to  the
instructions of the Agent.

     SECTION 8.10 Records Relating to Collateral

     (a) Each Borrower will at all times

        (i) keep complete and accurate records of Inventory on
a  basis consistent with past practices of each Borrower  so
as  to  permit comparison of Inventory records  relating  to
different  time periods, itemizing and describing the  kind,
type  and  quantity  of Inventory and such  Borrower's  cost
therefor and a current price list for such Inventory, and

        (ii) keep complete and accurate records of all other
Collateral.

     (b) Each Borrower will prepare a physical listing  of
all Inventory, wherever located, at least annually.

     SECTION 8.11 Inspection The Agent and each Lender (by  any
of  their  officers,  employees or agents)  shall  have  the
right,  to the extent that the exercise of such right  shall
be within the control of a Borrower, at any time or times to

     (a)  visit  the  properties of such  Borrower  and  its
Subsidiaries, inspect the Collateral and the other assets of
such  Borrower  and its Subsidiaries and  inspect  and  make
extracts from the books and records of such Borrower and its
Subsidiaries,  including  but  not  limited  to   management
letters  prepared  by  independent accountants,  all  during
customary business hours at such premises;

     (b)  discuss such Borrower's and its Subsidiaries' business,
assets,   liabilities,  financial  condition,   results   of
operations and business prospects, insofar as the  same  are
reasonably related to the rights of the Agent or the Lenders
hereunder  or  under  any of the Loan Documents,  with  such
Borrower's  and  its  Subsidiaries' (i) principal  officers,
(ii)  independent  accountants,  and  (iii)  any  other  Person
(except  that  any such discussion with any third  parties
shall  be  conducted only in accordance with the Agent's  or
such Lender's standard operating procedures relating to  the
maintenance   of   the   confidentiality   of   confidential
information of borrowers);

     (c)  verify the amount, quantity, value and condition of, or
  any  other  matter  relating to,  any  of  the  Collateral
  (other  than  Receivables)  and  in  this  connection   to
  review,  audit  and  make extracts from  all  records  and
  files related to any of the Collateral.

Each Borrower will deliver to the Agent, for the benefit of
the Lenders, any instrument necessary for it to obtain
records from any service bureau maintaining records on
behalf of such Borrower.

     SECTION 8.12 Information and Reports,

     (a)   Schedule  of  Receivables.  The  Borrowers  shall
deliver  to  the Agent not later than the 20th day  of  each
calendar month thereafter a Schedule of Receivables which

        (i) shall be as of the last Business Day of the
immediately proceding month,

        (ii)   shall  be  reconciled  to  the  Borrowing   Base
Certificate as of such lasi Business Day, and

        (iii) shall set forth a detailed aged trial balance  of
all  its  then existing Receivables, specifying  the  names,
addresses  and balance due for each Account Debtor obligated
on a Receivable so listed.

     (b)  Schedule of Inventory. The Borrowers shall deliver
to  the  Agent not later than the 20th day of each  calendar
month  thereafter a Schedule of Inventory  as  of  the  last
Business  Day  of the immediately preceding calendar  month,
itemizingg  and  describing the kind, type and  quantity  of
Inventory,  the  relevant Borrower's cost  thereof  and  the
location  thereof, provided, that raw material need  not  be
included in such Schedule more often than monthly.

     (c) Chassis Status Report The Borrowers shall cooperate
with  the Trustee and shall assure that the Trustee is  able
to  provide  to  the  Agent, in accordance  with  the  Trust
Agreement,  not  later than the third day of  each  calendar
week  a  report,  accompanied by copies  of  the  underlying
documents  to  the  extent requested by the  Agent,  of  all
manufacturers'  certificates or  statements  of  origin  and
other title documents relating to motor vehicle chassis  and
motor  vehicles  held by such Trustee as  of  the  close  of
business  on  the  last  Business  Day  of  the  immediately
preceding calendar week.

     (d)    Borrowing  Base  Certificate.  The  Borrowers  shall
deliver to the Agent on the third day of each calendar  week
prepared  as  of the close of business on the last  Business
Day  of  the  immediately preceding  calendar  week,  (i)  a
Borrowing  Base  Certificate for each Borrower  and  (ii)  a
consolidated  Borrowing Base Certificate for all  Borrowers;
provided,   however,  that  so  long  as   Availability   is
$2,500,000 or more such Borrowing Base Certificate shall  be
delivered  to the Agent on or before the 20th  day  of  each
month  and  be prepared as of the close of business  on  the
last day of the immediately preceding calendar month.

     (e)  Notice of Diminution of Value. Each Borrower shall
give prompt notice to the Agent of any matter or event which
has  resulted in, or may result in, the diminution in excess
of  $150,000  in the value of any of its Collateral,  except
for  any such diminution in the value of any Receivables  or
Inventory in the ordinary course of business which has  been
appropriately  reserved against, as reflected  in  financial
statements previously delivered to the Agent and the Lenders
pursuant to Article 10.

       (f)  Additional  Information. The Agent  may  in  its
discretion  from  time to time request  that  the  Borrowers
deliver the schedules and certificates described in Sections
8.12(a),  (b),  (c)  and  (d) more  or  less  often  and  on
different schedules than specified in such Sections and  the
Borrowers will comply with such requests. The Borrowers will
also  furnish  to  the  Agent and  each  Lender  such  other
information with respect to the Collateral as the  Agent  or
such Lender may from time to time reasonably request.

     SECTION 8.13  Power of Attorney.  Each Borrower hereby
appoints the Agent as its attorney, with power

     (a) to endorse the name of such Borrower on any checks,
notes,  acceptances, money orders, drafts or other forms  of
payment  or security that may come into the Agent's  or  any
Lender's possession, and

     (b) to sign the name of such Borrower on any invoice or
bill  of  lading  relating to any Receivable,  Inventory  or
other Collateral, on any drafts against customers related to
letters   of   credit,  on  schedules  and  assignments   of
Receivables  furnished to the Agent or any  Lender  by  such
Borrower, on notices of assignment, Financing Statements and
other  public records relating to the perfection or priority
of  the Security Interest, and verifications of account  and
notices to or from customers.

          SECTION 8.14  Assignment of Claims Act. Upon  the
request of the Agent, a Borrower shall execute any documents
or   instruments  and  shall  take  such  steps  or  actions
reasonably required by the Agent so that all monies  due  or
to  become due under any contract with the United States  of
America,  the  District of Columbia or  any  state,  county,
municipality  or  other  domestic  or  foreign  governmental
entity,   or   any  department,  agency  or  instrumentality
thereof;  will be assigned to the Agent, for the benefit  of
itself  and  the  Lenders,  and  notice  given  thereof   in
accordance with the requirements of the Assignment of Claims
Act  of  1940,  as  amended, or any  other  laws,  rules  or
regulations relating to the assignment of any such  contract
and monies due or to become due to any Borrower.

     SECTION  8.15  Equipment.  The  Borrowers  shall  keep   and
maintain  the  Equipment  in good  operating  condition  and
repair.  The Borrowers shall not permit any of the Equipment
to  become a fixture to any Real Estate unless subordination
agreements or waivers satisfactory to the Agent are obtained
from any owner or mortgagee of such Real Estate. Immediately
on demand therefor by the Agent, the Borrowers shall deliver
to the Agent any and all evidence of ownership of any of the
Equipment.  If  any Equipment is subject to a certificate  of
title  at  any  time,  the  Borrowers  shall  deliver   such
certificate  of  title  to  the Agent,  together  with  such
documents as are necessary to cause the Security Interest to
be  noted  thereon.  None of the Equipment  shall  be  sold,
transferred,  leased or otherwise disposed  of  without  the
prior  written consent of the Agent, except for (a) sales  or
dispositions   of  obsolete  Equipment,  and   (b) sales   or
dispositions of Equipment that is contemporaneously replaced
with  Equipment  of comparable value and utility;  provided,
however, that the Borrowers shall not sell or dispose of any
Equipment  specifically financed by the Lenders  unless  the
Borrowers repay the outstanding balance of the extension  of
credit relating to such Equipment.

                            
                             ARTICLE 9.

                        AFFIRMATIVE COVENANTS

     The  Borrowers jointly and severally covenant  and
agree  that the Borrowers will duly and punctually  pay  the
principal  of,  and  interest on, the Notes  and  all  other
Secured Obligations in accordance with the terms of the Loan
Documents  and that until the Revolving Credit Facility  has
been  terminated and all the Secured Obligations  have  been
paid  in  full, unless the Required Lenders shall  otherwise
consent  in  the manner provided for in Section 15.11,  each
Borrower will, and will cause each Subsidiary to:

     SECTION 9.1 Preservation of Corporate, Existence and Similar
Matters.   Preserve  and maintain its  corporate  existence,
rights,   franchises,  licenses  and   privileges   in   the
jurisdiction  of  its incorporation and qualify  and  remain
qualified  as  a  foreign corporation and authorized  to  do
business in each jurisdiction in which the character of  its
properties  or  the  nature of its  business  requires  such
qualification or authorization.

     SECTION 9.2 Compliance with Applicable Law. Comply
in all material respects with all Applicable Law relating to
such Borrower or such Subsidiary.

     SECTION  9.3 Maintenance of Property. In  addition
to,  and  not  in derogation of, any requirements  contained
elsewhere in the Loan Documents,

     (a)  protect and preserve all properties material  to  its
business,  including copyrights, patents,  trade  names  and
trademarks, and maintain in good repair, working  order  and
condition   in   all  materiai  respects,  with   reasonable
allowance for wear and tear, all tangible properties, and
     
     (b)  from  time to time make or cause to  be  made  all
needed  and appropriate repairs, renewals, replacements  and
additions  to such properties necessary for the  conduct  of
its  business, so that the business carried on in connection
therewith  may be properly and advantageously  conducted  at
all times.

     SECTION  9.4  Conduct of Business.  At  all  times
carry,  on  its business in an efficient manner  and  engage
only  the  business  applicable to it described  in  Section
6.1(f)

     SECTION  9.5  Insurance. Maintain, in addition  to
the  coverage  required  by Section  8.8  and  the  Security
Documents,  insurance with responsible  insurance  companies
agaiqtst  such  risks and-in such amounts as is  customarily
maintained  by similar businesses or as may be  required  by
Applicable Law, and from time to time deliver to  the  Agent
or  any  Lender  upon its request, a detailed  list  of  the
insurance then in effect, stating the names of the insurance
companies, the amounts and rates of the insurance, the dates
of  the  expiration  thereof and the  properties  and  risks
covered thereby.
          
     SECTION 9.6    Payment of Taxes and Claims. Pay or discharge when due
          
     (a)   all   taxes,  assessments  and  governmental
     charges or levies imposed upon it or upon its income or
     profits or upon any properties belonging to it,  except
     that real property ad valorem taxes shall be deemed  to
     have  been so paid or discharged if the same  are  paid
     before they become delinquent, and
          
     (b)  all lawful claims of materialmen, mechanics,
     carriers,   warehousemen  and   landlords   for   labor,
     materials, supplies and rentals which, if unpaid, might
     become a Lien on any properties of a Borrower,
          
except  that this Section 9.6 shall not require the  payment
or  discharge of any such tax, assessment, charge,  levy  or
claim  which is being contested in good faith by appropriate
proceedings  and  for  which  reserves  in  respect  of  the
reasonably anticipated liability therefor, if any, have been
appropriately established to the extent required by GAAP.

     SECTION   9.7  Accounting  Methods  and  Financial
Records,  Maintain  a system of accounting,  and  keep  such
books,  records  and  accounts  (which  shall  be  tree  and
complete),  as  may be required or as may  be  necessary  to
permit the preparation of financial statements in accordance
with GAAP.

     SECTION 9.8  Use of Proceeds

     (a)  Use  the  proceeds of all Loans only  for  working
capital and general business purposes, including paying  the
purchase price of any permitted Acquisition, and

     (b)  not use any part of such proceeds to purchase  or,
to  carry  or  reduce  or  retire or  refinance  any  credit
incurred to purchase or carry, any margin stock (within  the
meanin8  of  Regulation G or U of the Board of Governors  of
the  Federal  Reserve  System) or, in  any  event,  for  any
purpose which would involve a violation of such Regulation G
or  U or of Regulation T or X of such Board of Governors, or
for  any  purpose  prohibited by law or  by  the  terms  and
conditions of this Agreement.

     SECTION 9.9    Hazardous Waste and Substances; Environmental
Requirements.

     (a)   In   addition  to  and  not  in  derogation  of,   the
requirements  of Section 9.2 and of the Security  Documents,
comply  with all Environmental Laws and all Applicable  Laws
relating  to  occupational health  and  safety  (except  for
instances of noncompliance that are being contested in  good
faith  by appropriate proceedings if reserves in respect  of
such  Borrower's or such Subsidiary's reasonably anticipated
liability  therefor  have  been appropriately  established),
promptly  notify  the Agent of its receipt  of  any  written
notice  of  a  material violation of any such  Environmental
Laws  or other such Applicable Laws, and indemnify and  hold
the  Agent  and  the Lenders harmless from all  loss,  cost,
damage,  liability claim and expense incurred by or imposed
upon  the  Agent or any Lender on account of any  Borrower's
failure to perform its obligations under this Section 9.9.

       (b)  Whenever such Borrower gives notice to the Agent
pursuant  to this Section 9.9 with respect to a matter  that
reasonably  could be expected to result in  liability  to  a
Borrower  in  excess  of  $50,000  in  the  aggregate,  such
Borrower  shall, at the Agent's request and such  Borrower's
expense  (i)  cause  an  independent environmental  engineer
acceptable to the Agent to conduct an assessment,  including
tests  where  necessary, of the site where the noncompliance
or   alleged  noncompliance  with  Environmental  Laws   has
occurred  and  prepare and deliver to  the  Agent  a  report
setting  forth  the results of such assessment,  a  proposed
plan  to  bring  such  Borrower into  compliance  with  such
Environmental    Laws   (if   such   assessment    indicates
noncompliance)  and  an estimate of the costs  thereof,  and
(ii)  provide  to the Agent a supplemental  report  of  such
engineer  whenever  the scope of the noncompliance,  or  the
response  thereto  or  the estimated  costs  thereof,  shall
materially adversely change.

     SECTION   9.10  Year  2000.  The  Borrowers   will
promptly  notify  the  Agent  in  the  event  the  Borrowers
discover   or   determine  that  any  computer   application
(including  those of its suppliers, vendors  and  customers)
that  is  material  to  their or any of their  Subsidiarie's
business and operations will not be Year 2000 Compliant.

     SECTION 9.11 Execution of Subsidiary Guaranties. The
Borrowers, upon the request of the Agent or any Lender,
shall cause any Subsidiary which has not entered into a
Guaranty Agreement or a Guarantor Security Agreement to
execute and deliver to the Agent such a Guaranty Agreement
and a Cmarantor Security Agreement and appropriate financing
Statements all in form and substance satisfactory to the
Agent and the Required Lenders.

                         ARTICLE 10.

                         INFORMATION

          Until  the  Revolving  Credit  Facility  has  been
terminated and all the Secured Obligations have been paid in
full, unless the Required Lenders shall otherwise consent in
the  manner  set forth in Section 15.11, the Borrowers  will
furnish to the Agent and to each Lender at the offices  then
designated for such notices pursuant to Section 15.1:

     SECTION 10.1 Financial Statements.

     (a)  Audited Year-End Statements. As soon as available,  but
in  any  event within 90 days at~er the end of  each  Fiscal
Year,  copies of the consolidating and consolidated  balance
sheets  of Collins and its Consolidated Subsidiaries  as  at
the  end  of such Fiscal Year and the related statements  of
consolidated income, shareholders' equity and cash flows for
such  Fiscal Year, in each case setting forth in comparative
form the figures for the previous Fiscal Year, reported  on,
as  to such consolidated statements, without qualification as
to the scope of the audit or the status of any Borrower as a
"going concern," by independent certified public accountants
of nationally recognized standing; and

     (b)  Monthly Financial Statements. As soon as available
after  the  end  of each calendar month, but  in  any  event
within  30 days after the end of each calendar month, unless
such  month  is  the last month of a fiscal quarter  of  the
Borrowers,  and then within 45 days aider the  end  of  such
calendar month, copies of the unaudited consolidated balance
sheet of Collins and its Consolidated Subsidiaries as at the
end  of  such  month and the related unaudited  consolidated
statements  of  income and cash flows for  Collins  and  its
Consolidated Subsidiaries for such month and for the portion
of  the  Fiscal  Year through such month, certified  by  the
Financial   Officer  as  presenting  fairly  the   financial
condition  and  results of operations  of  Collins  and  its
Consolidated Subsidiaries (subject to normal year-end  audit
adjustments);

all such financial statements to be complete and correct  in
all  material respects and prepared in accordance with  GAAP
(except,  with respect to interim financial statements,  for
the  omission of notes and for the effect of normal year-end
audit  adjustments)  applied  consistently  throughout   the
periods reflected therein.

     SECTION  10.2  Accountants' Certificate.  Together
with  the  financial statements referred to in Section  10.1
(a),   the  Borrowers  shall  deliver  a  certificate  of  such
accountants addressed to the Borrowers, which restricts  the
use  of  the certificate to the Borrowers and the Agent  and
the  Lenders as parties to this Agreement, together with  an
attachment  setting  forth  the  calculations  required   by
Sections  11.1, 11.2, 11.6, 11.11 and 11.12, as at the  date
of  such  financial statements, prepared by Collins, stating
that  in connection with their, audit, nothing came to their
attention that caused them to believe that (i) the Borrowers
were  not  in  compliance with any of the terms,  covenants,
provisions  or  conditions of Articles  10  and  11  (except
Sections  10.5(a),  10.5(c),  10.5(d),  10.6(d),  11.3   and
11.14),  or  (ii)  that  the information  contained  in  the
attachment is not fairly stated in all material respects, in
relation to the financial statements from which it has been
derived.

     SECTION  10.3 Officer's Certificate. At  the  time
that the Borrowers furnish the financial statements pursuant
to Section 10.1(b) for any month that is the last month of a
fiscal  quarter of the Borrowers, the Borrowers  shall  also
furnish  a Quarterly Compliance Certificate of the Financial
Officer

     (a) setting forth as at the end of such fiscal quarter
or  Fiscal  Year,  as  the  case may  be,  the  calculations
required to establish whether or not the Borrowers  were  in
compliance  with  the requirements of Sections  11.1,  11.2,
11.6,  11.11  and  11.12, as at the end of  each  respective
period,

     (b)  stating that the information on the schedules to this
Agreement are complete and accurate as of the date  of  such
certificate or, if such is not the case, attaching  to  such
certificate updated schedules, and

     (c)  stating  that,  based  on  a  reasonably  diligent
examination, no Default or Event of Default exists,  or,  if
such  is  not the case, specifying such Default or Event  of
Default  and  its nature, when it occurred,  whether  it  is
continuing  and the steps being taken by.the Borrowers  with
respect to such Default or Event of Default.

     SECTION 10.4   Copies of Other Reports.

     (a)  Promptly  upon  receipt  thereof,  copies  of  all
reports,  if  any, submitted to a Borrower or its  Board  of
Directors  by its independent public accountants, including,
without limitation, any management report.

     (b)  As  soon  as practicable, copies of all  financial
statements  and  reports  that Collins  shall  send  to  its
shareholders  generally  and of all registration  statements
and  all  regular or periodic reports which Collins  or  any
other  Borrower shall file with the Securities and  Exchange
Commission or any successor commission.

       (c)  From  time  to  time and as soon  as  reasonably
practicable  following each request, such  forecasts,  data,
certificates,  reports,  statements,  opinions  of  counsel,
documents  or  further information regarding  the  business,
assets,   liabilities,  financial  condition,   results   of
operations  or  business prospects  of  the  Borrowers,  the
Guarantors or any Subsidiary as the Agent or any Lender  may
reasonably request and that the Borrowers have or (except in
the  case  of  legal opinions relating to the perfection  or
priority  of  the  Security Interest)  without  unreasonable
expense  can  obtain; provided, however,  that  the  Lenders
shall,  to  the  extent  reasonably practicable,  coordinate
examinations  of the Borrowers' records by their  respective
internal  auditors. The rights of the Agent and the  Lenders
under  this  Section  10.4 are in addition  to  and  not  in
derogation of their rights under any other provision of this
Agreement or of any other Loan Document.

     (d)  if  requested  by the Agent  or  any  Lender,  the
Borrowers  will  furnish  to  the  Agent  and  the   Lenders
statements  in conformity with the requirements  of  Federal
Reserve Form G-3 or U-1 referred to in Regulation G  and  U,
respectively,  of  the  Board of Governors  of  the  Federal
Reserve System.

     SECTION 10.5 Notice of Litigation and Other Matters. Prompt
notice of.

     (a)  the  commencement, to the extent any  Borrower  is
aware of the same, of all proceedings and investigations  by
or  before any governmental or nongovernmental body and  all
actions   and  proceedings  in  any  court  or  before   any
arbitrator  against  or  in any other  way  relating  to  or
affecting any Borrower, any Subsidiary or any Borrower's  or
Subsidiary's  properties, assets  or  businesses,  which  is
reasonably likely to, singly or in the aggregate, result  in
the  occurrence of a Default or an Event of Default, or have
a  Materially Adverse Effect on the Borrowers, taken  as  a
whole,

     (b)  any amendment of the articles of incorporation  or
by-laws of a Borrower or any of Subsidiary,

     (c)  any  change in the business, assets,  liabilities,
financial  condition,  results  of  operations  or  business
prospects of any Borrower or any Subsidiary which has had or
may  have, singly or in the aggregate, a Materially  Adverse
Effect  on the Borrowers taken as a whole and any change  in
the executive officers of any Borrower, and

     (d)  any Default or Event of Default or any event which
constitutes or which with the passage of time or  giving  of
notice  or  both  would constitute a  default  or  event  of
default  by a Borrower or any Subsidiary under any  material
agreement (other than this Agreement) to which any  Borrower
or  any Subsidiary is a party or by which any Borrower,  any
Subsidiary  or any Borrowers or Subsidiary's properties  may
be  bound  and is reasonably likely to result  in  an  event
described in subsection (c) hereof.

     SECTION 10.6 ERISA. Promptly notify the Agent of

     (a) the occurrence of any Reportable Event with respect
to a Benefit Plan, other than any such event as to which the
PBGC has waived notice by regulation,

     (b)  receipt  of  any  notice  from  the  PBGC  of  its
intention  to  seek  termination  of  any  Benefit  Plan  or
appointment of a trustee therefor,
     
     (c)  any  Borrower's intention to terminate or withdraw
from an Benefit Plan, and
 
     (d)  the  occurrence of any event with respect  to  any
Benefit  Plan  which could result in the incurrence  by  any
Borrower of any material liability, fine or penalty, or  any
material  increase  in  the  contingent  liability  of   any
Borrower  with respect to any post-retirement  Benefit  Plan
benefit.
     
     SECTION   10.7  Accuracy  of  Information.     All
written  information, reports, statements and  other  papers
and  data  furnished to the Agent or any  Lender  by  or  on
behalf of any Borrower, whether pursuant to this Article  10
or  any  other provision of this Agreement or of  any  other
Loan  Document,  shall  be, at  the  time  the  same  is  so
furnished, to the best knowledge of the Borrowers,  complete
and correct in all material respects to the extent necessary
to  give  the  Agent  and  the  Lenders  true  and  accurate
knowledge of the subject matter thereof.

     SECTION  10.8  Revisions or Updates to  Schedules.
Should any of the information or disclosures provided on any
of  the Schedules originally attached hereto become outdated
or  incorrect  in any material respect, the Borrowers  shall
deliver  to  the  Agent  and the  Lenders  as  part  of  the
officer's certificate required pursuant to Section 10.3 such
revisions or updates to such Schedule(s) as may be necessary
or  appropriate  to  update  or  correct  such  Schedule(s),
provided   that  no  such  revisions  or  updates   to   any
Schedule(s)  shall  be deemed to have amended,  modified  or
superseded  such Schedule(s) as originally attached  hereto,
or  to  have  cured any breach of warranty or repregentation
resulting from the 'umccuracY or incompleteness of any  such
Schedule(s), unless and until the Required Lenders in  their
sole and absolute discretion, shall have accepted in writing
such revisions or updates to such Schedule(s).

                         ARTICLE 11.
                              
                     NEGATIVE COVENANTS

          Until  the  Revolving  Credit  Facility  has  been
terminated and all the Secured Obligations have been paid in
full, unless the Required Lenders shall otherwise consent in
the  manner  set forth in Section 15.11, the Borrowers  will
not directly or indirectly and, in the case of Sections 11.2
through 11.16, will not permit their respective Subsidiaries
to:

     SECTION 11.1 Financial Ratios. Permit:

     (a)  Minimum Consolidated Tangible Net Worth. Consolidated
Tangible   Net   Worth  of  Collins  and  its   Consolidated
Subsidiaries to be less than (i) $7,750,000 at any time from
and  after  the  Original Effective Date  to  and  including
October 30, 1995, (ii) $8,250,000 at any time from and after
October  31,  1995 to and including October 30,  1996,  (ii)
$8,750,000  at any time from and after October 31,  1996  to
and  including October 30, 1997, (iv) $9,250,000 at any time
from and after October 31, 1997 to and including October 30,
1998, (v) $15,000,000 at anytime from and after October  31,
1998 to and including October 30, 1999, and (vi) during each
period from October 31 of a year. through October 30 of  the
following  year  thereafter, the sum of the amount  required
under  this  Section  ll.l(a) for the immediately  preceding
such period and $1,000,000.

     (b)  Leverage  Ratio. The Leverage Ratio  at  any  time
during  any  period set forth below to be greater  than  the
ratio set forth opposite such period:

       Period                          Ratio

       Original Effective Date         5.0 to 1.0
       through October 30, 1995

       October 31, 1995 through        4.5 to 1.0
       October 30, 1996

       October 31, 1996 and            4.0 to 1.0
       thereafter

     (c)   Minimum   Current  Ratio.  The   ratio   of   the
consolidated  Current Assets of Collins and its Consolidated
Subsidiaries to consolidated Current Liabilities of  Collins
and its Consolidated Subsidiaries at any time from and after
the Original Effective Date to be less than 1.2 to 1.

     (d)  Fixed Charge Coverage Ratio. As of the end of  any
calendar  month,  the Fixed Charge Coverage  Ratio  for  the
twelve-month period ending with such month to be  less  than
1.20 to 1 during the period from the Original Effective Date
through  October 31, 1995 and to be less than  1.25  to  1.0
thereat, er.

          (e) Minimum Availability. The Availability at any
     time  from and after the Original Effective Date to  be
     less than $1,000,000.

     SECTION   11.2  Indebtedness  for  Money  Borrowed.
Create,  assume, or otherwise become or remain obligated  in
respect  of; or permit or suffer to exist or to be  created,
assumed  or  incurred or to be outstanding any  Indebtedness
for  Money Borrowed, except that this Section 11.2 shall not
apply to:

     (a)   Indebtedness  of  the  Borrowers  for  Money
     Borrowed represented by the Loans and the Notes,

     (b)  Indebtedness  for  Money  Borrowed  reflected   on
Schedule 6.1(j), excluding any such Indebtedness that is  to
be paid in full on the Effective Date,

     (c)  Permitted Purchase Money Indebtedness,

     (d)  Indebtedness of the Borrowers for Money Borrowed
owed to another Borrower,

     (e)  Indebtedness of one or more Guarantors to  one  or
more  Borrowers, not exceeding $10,000 in the  aggregate  at
any one time outstanding,

     (f) IRB Letter of Credit Obligations,

     (g) IRB Obligations,

     (h) Indebtedness for Money Borrowed under the Guaranty
Agreements; and

     (i) other Indebtedness for Money Borrowed not to exceed
$250,000 in outstanding principal amount as to all Borrowers
and their Subsidiaries.

     SECTION  11.3 Guaranties. Become or remain  liable
with  respect to any Guaranty of any obligation of any other
Person,  other than (i) Indebtedness of other  Borrowers  or
Subsidiaries  permitted  under  this  Agreement,  and   (ii)
Guaranties  of  residual values of Inventory sold  to  third
party lessors for lease to customers of a Borrower.

     SECTION  11.4  Investments.  After  the  Agreement
Date,   acquire  or  maintain  any  Investment  other   than
Permitted Investments.

     SECTION  11.5  Acquisitiom. Accluke  any  Business
Unit  engaged in any business other than those described  on
Schedule  6.1(f), or acquire any other Business Unit  except
by the purchase of assets thereof in an aggregate amount not
to exceed $500,000 at any time for all Borrowers.

     SECTION 11.6 Capital Expenditures. Make or incur any Capital
Expenditures  in excess of $2,500,000 in the  aggregate  for
all  Borrowers  in any Fiscal Year; provided, however,  that
amounts paid or incurred by the Borrower in connection  with
the  foreclosure of the a certain note receivable  made.  by
Michael  Soilars  and the acquisition of any  real  property
securing such note receivable, shall not constitute  Capital
Expenditures   for  purposes  of  this  Section   11.6   and
expenditures  in connection with any IRB Project  shall  not
constitute Capital Expenditures for purposes of this Section
11:6.

     SECTION 11.7 Restricted Payments; Purchases,  Etc.
Declare   or  make  any  Restricted  Payment  or  Restricted
Purchase,  except  that, Collins may pay  dividends  on  its
common stock during any Fiscal Year and repurchase shares of
its outstanding common stock for an aggregate purchase price
of  up to $2,000,000 during any 12 consecutive month period,
so  long as both at the time of the declaration and  at  the
time  of  the  payment  thereof;  and  after  giving  effect
thereto,  no  Default  or Event of Default  shall  or  would
exist. 

     SECTION  11.8 Merger, Consolidation  and  Sale  of
Assets. Merge or consolidate with any other Person or  sell,
lease  or  transfer  or  otherwise  dispose  of  ail  or   a
substantial portion of its assets to any Person  other  than
sales of Inventory in the ordinary course of business.

     SECTION 11.9 Transactions with Affiliates.  Effect
any transaction with any Affiliate on a basis less favorable
to  such  Borrower or Subsidiary than would be the  case  if
such  transaction had been effected with  a  Person  not  an
Affiliate.

     SECTION  11.10 Liens. Create, assume or permit  or
suffer to exist or to be created or assumed any Lien on  any
of  the Collateral or its other assets, other than Permitted
Liens and Iimited Chassis Liens.

     SECTION   11.11  Capitalized  Lease   Obligations.
Without  the consent of the Required Lenders, which  consent
shall not be unreasonably withheld, incur or permit to exist
any  Capitalized Lease Obligations if such Capitalized Lease
Obligation   when   added  to  existing  Capitalized   Lease
Obligations   and  Permitted  Purchase  Money   Indebtedness
(excluding  IRB Obligations) of the Borrowers  would  exceed
$250,000 in the aggregate.

     SECTION   11.12  Operating  Leases.  Without   the
consent  of  the Required Lenders, enter into any  Operating
Lease  if  the  aggregate annual rental  payable  under  all
Operating  Leases of the Borrowers would exceed $500,000  at
any time after the Effective Date.

     SECTION  11.13  Real  Estate  Leases.  After   the
Effective  Date, enter into any real property  lease  (other
than an IRB Lease), including any renewal or modification of
a  lease  relating  to  the  Real  Estate  occupied  by  the
Borrowers  on  the  Effective Date, if the aggregate  annual
rental  under all such leases of the Borrowers would  exceed
$100,000, without the prior written consent of the Agent, on
behalf   of  the  Lenders,  which  consent  shall   not   be
unreasonably withheld.

     SECTION 11.14 Plans. Permit any condition to exist
in  connection with any Plan which might constitute  grounds
for  the  PBGC  to institute proceedings to have  such  Plan
terminated  or a trustee appointed to administer such  Plan,
and  any  other condition, event or transaction with respect
to  any  Plan which could result in the incurrence  by  any
Borrower of any material liability, fine or penalty.

     SECTION 11.15 Sales and Leasebacks. Enter into any
arrangement  with  any  Person  providing  for  a  Borrowegs
leasing from such Person any real or personal property which
has  been  or  is  to  be sold or transferred,  directly  or
indirectly, by such Borrower to such Person.

                         ARTICLE 12.

                           DEFAULT

     SECTION  12.1  Events  of  Default  Each  of   the
following shall constitute an Event of Default, whatever the
reason  for such event and whether it shall be voluntary  or
involuntary  or be effected by operation of law or  pursuant
to  any judgment or order of any court or any order, rule or
regulation of any governmental or nongovernmental body:

     (a)  Default in Payment. The Borrowers shall default  in
the payment, as and when due, of principal of or interest on
any  Secured Obligations (whether at maturity, by reason  of
acceleration or otherwise).

     (b)  Misrepresentation. Any representation or  warranty
made  or  deemed  to  be  made by any  Borrower  under  this
Agreement  or any Loan Document, or any amendment hereto  or
thereto,  shall at any time prove to have been incorrect  or
misleading in any material respect when made.

     (c) Default in performance. Any Borrower shall default  in
the  performance  or  of  any term, covenant,  condition  or
agreement to be performed by it, contained in

        (i)  Articles 7, 8, 10 or 11, Sections 9.1 (insofar  as
it  requires the preservation of the corporate existence  of
such  Borrower), or 9.8, and the Agent shall have  delivered
to the Borrowers written notice of such default, or

        (ii)   this   Agreement  (other  than  as  specifically
provided  for  otherwise  in this  Section  12.1)  and  such
default shall continue for a period of 30 days after written
notice thereof has been given to the Borrowers by the Agent.

     (d) Indebtedness Cross-Default.

        (i)  Any Borrower or any Subsidiary shall fail  to  pay
when  due  and payable the principal of or interest  on  any
Indebtedness for Money Borrowed (other than the Loans) in an
amount in excess of $300,000, or

        (ii)  the maturity of any such Indebtedness shall  have
(A)been accelerated in accordance with the provisions of any
indenture, conicact or instrument providing for the creation
of  Or concerning such Indebtedness, or (B) been required to
be prepaid prior to the stated maturity thereof, or

        (iii)  any event shall have occurred and be continuing which
would permit any.holder or holders of such Indebtedness, any
trustee  or agent acting on behalf of such holder or holders
or  any other Person so to accelerate such maturity, and the
Borrowers  shall have failed to cure such default  prior  to
the expiration of any applicable cure or grace period.

     (e)  Other Cross-Defaults. Any Borrower or any  of  its
Subsidiaries shall default in the payment when  due,  or  in
the   performance  or  observance,  of  any  obligation   or
condition  of any agreement, contract or lease  (other  than
this   Agreement,  the  Security  Documents  or   any   such
agreement,  contract or lease relating to  Indebtedness  for
Money  Borrowed)  if  the existence of  any  such  defaults,
singly or in the aggregate, could in the reasonable judgment
of  the  Agent  have  a  Materially Adverse  Effect  on  any
Borrower.

     (f)    Voluntary Bankruptcy Proceeding. Any Borrower or
any Subsidiary shall
     
        (i)   commence  a  voluntary  case  under  the  federal
bankruptcy laws (as now or hereafter in effect),

        (ii)  file a petition seeking to take advantage of  any
other  laws,  domestic or foreign, relating  to  bankruptcy,
insolvency,  reorganization, winding up or  composition  for
adjustment of debts,

        (iii)  consent to or fail to contest in  a  timely  and
appropriate  manner  any petition filed  against  it  in  an
involuntary case under such bankruptcy laws or other laws,

        (iv)  apply for or consent to, or fail to contest in  a
timely  and appropriate manner, the appointment of,  or  the
taking of possession by, a receiver, custodian, trustee,  or
liquidator  of  itself  or  of a  substantial  part  of  its
property, domestic or foreign,

        (v) admit in writing its inability to pay its debts as they
become due,

        (vi) make a general assignment for the benefit of creditors,
or

        (vii)  take any corporate action for the purpose of
authorizing any of the foregoing.

     (g)  Involuntary Bankruptcy Proceeding. A case or other
proceeding  shall be commenced against any Borrower  or  any
Subsidiary in any court of competent jurisdiction seeking

        (i) relief under the federal bankruptcy laws (as now or
hereaider  in effect) or under any other laws,  domestic  or
foreign, relating to banktuptcy, insolvency, reorganization,
winding up or adjustment of debts, or

        (ii)  the  appointment  of a trustee,  receiver,  custodian,
liquidator or the like of such Borrower or Subsidiary or  of
all  or  any  substantial part of the  assets,  domestic  or
foreign,  of such Borrower or Subsidiary, and such  case  or
proceeding  shall  continue undismissed or  unstayed  for  a
period of 60 consecutive calendar days, or an order granting
the  relief  requested in such rtase or  proceeding  against
such Borrower or Subsidiary (including, but not limited  to,
an order for relief under such federal bankruptcy laws) shah
be entered.

     (h)  Failure  of  Agreements. Any Loan Document,  after
delivery thereof hereunder, shall for any reason (except  to
the extent permitted by the terms thereof) cease to create a
valid   and  perfected  first  priority  Lien  (except   for
Permitted  Liens) on, or Security Interest in,  any  of  the
Collateral  or Guarantor Collateral purported to be  covered
thereby (other than by reason of any act or omission of  the
Agent or any Lender).

     (i)  Judgment. Final, unappealable judgments or  orders
for the payment of money not covered by insurance and in  an
aggregate  amount  greater than $300,000 for  all  Borrowers
shah  be entered against any Borrower by any court and  such
judgment or order shah continue undischarged or unstayed for
10 days.

     (j)  Attachment.  A warrant or writ  of  attachment  or
execution or similar process which exceeds $50,000 in  value
shall  be  issued against any property of any  Borrower  and
such  warrant  or  process  shall  continue  undischarged  or
unstayed for 10 days.

     (k)  Loan  Documents. Any event of  default  under  any
other  Loan  Document  shall occur  or  any  Borrower  shall
default  in  the  performance or  observance  of  any  term,
covenant,  condition  or  agreement  contained  in,  or  the
payment  of  any  other sum covenanted to be  paid  by  such
Borrower under, any Loan Document; provided, however that no
event  of default under any Loan Document shall be deemed  to
have  occured  until  any notice required  under  such  Loan
Document  has been given and any grace period granted  under
such Loan Document has expired.

     (1) ERISA. The Borrowers shall fail to pay when due  an
amount  or  amounts aggregating in excess of $300,000  which
they  shall have become liable to pay to the PBGC  or  to  a
Benefit Plan under Title IV of ERISA; or notice of intent to
terminate  a Benefit Plan or Benefit Plans having  aggregate
unfunded  vested liabilities in excess of $300,000  shall  be
filed under Title IV of ERISA by the Borrowers, or any  plan
administrator, or the PBGC shall institute proceedings under
Title  IV of ERISA to terminate any Benefit Plan or to cause
a  trustee to be appointed to administer any Benefit Plan or
to  enforce  Section 515 or 4219(c)(5)  of  ERISA  and  such
proceeding  shall not have been dismissed within thirty  (3)
days  thereafter,  or a condition shah exist  by  reason  of
which  the  PBGC  would  be  entitled  to  obtain  a  decree
adjudicating that any Benefit Plan must be terminated.

(m)  Management. Donald L. Collins, Jr. shall  cease  to  be
actively  involved in the management and operations  of  the
Borrowers  in substantially the same capacity  in  which  he
served  on  the  Agreement  Date  and  his  successor(s)  or
replacement(s)   in  such  capacity  are   not.   executives
experienced  in  managing operations such as  those  of  the
Borrowers,  with  the demonstrated ability  to  manage  such
operations successfully, who are otherwise acceptable to the
Required   Lenders  in  the  exercise  of  their  reasonable
judgment.

     SECTION 12.2 Remedies.

     (a)   Automatic   Acceleration   and   Termination   of
Facilities.  Upon  the occurrence of  an  Event  of  Default
specified  in  Section 12.1(f) or (g), (i) the principal  of
and  the  interest  on  the Loans  and  Notes  at  the  time
outstanding, and all other amounts owed to the Agent or  the
Lenders  under  this Agreement or any of the Loan  Documents
and  all  other Secured Obligations, shall thereupon  become
due  and  payable without presentment, demand,  protest,  or
other notice of any kind, all of which are expressly waived,
anything  in this Agreement or any of the Loan Documents  to
the  contrary notwithstanding, and (ii) the Revolving Credit
Facility   and  the  right  of  the  Borrowers  to   request
borrowings under this Agreement shall immediately terminate.

     (b)  Other Remedies. If any Event of Default shall have
occurred, and durring the continuance of any such  Event  of
Default, the Agent may, and at the direction of the Required
Lenders in their sole and absolute discretion shall, do  any
of the following:

        (i)  declare the principal of and interest on the Loans
and any Notes at the time outstanding, and all other amounts
owed to the Agent or the Lenders under this Agreement or any
of  the Loan Documents and all other Secured Obligations, to
be  forthwith  due  and payable, whereupon  the  same  shall
immediately  become  due  and payable  without  presentment,
demand,  protest or other notice of any kind, all  of  which
are expressly waived, anything in this Agreement or the Loan
Documents to the contrary notwithstanding;

        (ii)  terminate the Revolving Credit Facility  and  any
other   right   of  the  Borrowers  to  request   borrowings
hereunder;

        (iii) notify, or request the Borrowers to notify, in
writing  or  otherwise, any Account Debtor or  obligor  with
respect  to  any  one  or more of the  Receivables  to  make
payment to the Agent, for the benefit of the Lenders, or any
agent  or designee of the Agent, at such address as  may  be
specified by the Agent and if, notwithstanding the giving of
any  notice, any Account Debtor or other such obligor  shall
make payments to the Borrowers, each Borrower shall hold all
such  payments it receives in trust for the Agent,  for  the
account  of the Lenders, without commingling the  same  with
other  funds or property of, or held by, such Borrower,  and
shall  deliver  the same to the Agent or any such  agent  or
designee  of  the  Agent immediately upon  receipt  by  such
Borrower  in the identical form received, together with  any
necessary endorsements;

        (iv)  settle  or  adjust disputes and claims  directly  with
Account  Debtors  and  other  obligors  on  Receivables  for
amounts and on terms which the Agent considers advisable and
in  all  such  cases only the net amounts  received  by  the
Agent,  for the account of the Lenders, in payment  of  such
amounts,  after  deductions of costs  and  attorneys'  fees,
shall  constitute Collateral and no Borrower shall have  any
further fight to make any such settlements or adjustment& or
to accept any returns of merchandise;

        (v)  enter  upon  any  premises in which  Inventory  or
Equipment   may  be  located  and,  without  resistance   or
interference  by any Borrower, take physical  possession  of
any  or  all  thereof and maintain such possession  on  such
premises or move the same or any part thereof to such  other
place  or  places as the Agent shall choose,  without  being
liable  to  the Borrowers on account of any loss. damage  or
depreciation that may occur as a result thereof, so long  as
the Agent shall act reasonably and in good faith;

        (vi) require the Borrowers to, and the Borrowers shall,
without  charge  to  the Agent or any Lender,  assemble  the
Inventory and Equipment and maintain or deliver it into  the
possession  of  the Agent or any agent or representally,  of
the Agent at such place or places as the Agent may designate
and  as are reasonably convenient to both the Agent and  the
Borrowers;

          (vii)  at the expense of the Borrowers, cause any  of
the  Inventory to be placed in a public or field  warehouse,
and  the  Agent  shall  not be liable to  the  Borrowers  on
account  of any loss, damage or depreciation that may  occur
as  a  result  thereof;  so long  as  the  Agent  shall  act
reasonably and in good faith;
     
          (viii)  without notice, demand or other process,  and
without  payment of any rent or any other charge, enter  any
of the Borrowers' premises and, without breach of the peace,
until  the  Agent, on behalf of the Lenders,  completes  the
enforcement of its rights in the Collateral, take possession
of  such  premises or place custodians in exclusive  control
thereof; remain on such premises and use the same and any of
the  Borrower's Equipment, for the purpose of (A) completing
any work in process, preparing any Inventory for disposition
and  disposing  thereof; and (B) collecting any  Receivable,
and  the  Agent  for  the benefit of the Lenders  is  hereby
granted a license or sublicense and all other rights as  may
be   necessary,  appropriate  or  desirable   to   use   the
Proprietary Rights in connection with the foregoing, and the
rights of the Borrowers (or any of them) under all licenses,
sublicenses  and  franchise agreements shall  inure  to  the
Agent  for  the  benefit of the Lenders (provided,  however,
that  any use of any federally registered trademarks  as  to
any  goods shall be subject to the control as to the quality
of  such  goods  of  the owner of such  trademarks  and  the
goodwill of the business symbolized thereby);
     
        (ix) exercise any and all of its rights under any and
all of the Security Documents;

        (x)   apply  any  Collateral  or  Guarantor  Collateral
consisting of cash to the payment of the Secured Obligations
in  any  order in which the Agent, on behalf of the Lenders,
may  elect or use such cash in connection with the  exercise
of  any  of its other rights hereunder or under any  of  the
Security Documents;

        (xi)  establish or cause to be established one or  more
Lockboxes or other arrangements for the deposit of  proceeds
of  Receivables,  and,  in such case, each  .Borrower  shall
cause to be forwarded to the Agent at the Agent's Office, on
a  daily  basis,  copies of all checks and  other  items  of
payment and deposit slips related thereto deposited in  such
Lockboxes,  together  with collection reports  in  form  and
substance satisfactory to the Agent; and

        (xii)  exercise  all of the rights and  remedies  of  a
secured  party under the Uniform Commercial Code  and  under
any other Applicable Law, including, without limitation, the
right, without notice except as specified below and with  or
without   taking  the  possession  thereof,  to   sell   the
Collateral  or  any part thereof in one or more  parcels  at
public or private sale, at any location chosen by the Agent,
for  cash,  on credit or for furore delivery,  and  at  such
price  or prices and upon such other terms as the Agent  may
deem commercially reasonable. Each Borrower agrees that,  to
the extent notice of sale shall be required by law, at least
ten  days' notice to such Borrower of the time and place  of
any public sale or the time after which any private sale  is
to  be  made  shall constitute reasonable notification,  but
notice given in any other reasonable manner or at any  other
reasonable  time  shall constitute reasonable  notification.
The  Agent  shall  not  be obligated to  make  any  sale  of
Collateral  regardless of notice of sale having been  given.
The  Agent may adjourn any public or private sale from  time
to  time  by  announcement  at  the  time  and  place  fixed
therefor, and such sale may, without further notice, be made
at the time and place to which it was so adjourned.

     SECTION 12.3 Application of Proceeds. All proceeds
from  each  sale of, or other realization upon, all  or  any
part  of the Collateral following an Eveuat of Default shall
be applied or paid over as follows:

     (a)  First:  to the payment of all costs  and  expenses
incurred  in connection with such sale or other realization,
including reasonable attorneys' fees,

     (b)  Second:  to the payment of the Secured Obligations
(with the Borrowers remaining liable, joinfly and severally,
for any deficiency) as the Agent may elect,

     (c)  Third: the balance (if any) of such proceeds shall
be  paid  to the appropriate Borrower, subject to  any  duty
imposed by law, or otherwise to whomsoever shall be entitled
thereto.

The  Borrowers  shall remain liable, jointly and  severally,
and will pay, on demand, any deficiency remaining in respect
of  the  Secured Obligations, together with interest thereon
at  a  rate per annum equal to the highest rate then payable
hereunder on such Secured Obligations, which interest  shall
constitute part of the Secured Obligations.


     SECTION  12.4  Power  of  Attorney.  In  addition   to   the
authorizations  granted to the Agent under Section  8.13  or
under  any other provision of this Agreement or of any other
Loan Document, during the continuanm of an Event of Default,
each   Borrower   hereby  irrevocably   designates,   makes,
constitutes   and  appoints  the  Agent  (and  all   Persons
designated by the Agent bom time to time) as such  Borrowers
tree and lawful attorney, and agent in fact, and the Agent,,
or  any  agent  ofthe  Agent, may, without  notice  to  such
Borrower,  and at such time or times as :the  Agent  or  any
such agent in its sole discretion may determine, in the name
of such Borrower, the Agent or the Lenders,

        (i) demand payment of the Receivables,

        (ii)enforce payment of the Receivables by legal
proceedings or otherwise,

        (iii)  exercise  all  of  such  Borrower's  rights  and
remedies with respect to the collection of Receivables,

        (iv) settle, adjust, compromi.se, extend or renew any
or all of the Receivables,

        (v)  settle, adjust or compromise any legal proceedings
brought to collect the Receivables,

        (vi) discharge and release the Receivables or any of them,

        (vii)  prepare, file and sign the name of such Borrower
on  any proof of claim in bankruptcy or any similar document
against any Account Debtor,

        (viii) prepare, file and sign the name of such Borrower
on any notice of Lien, assigment or satisfaction of Lien, or
similar document in connection with any of the Collateral,

        (ix) endorse the name of such Borrower upon any chattel
paper,  document, instrument notice, freight bill,  bill  of
lading  or  similar document or agreement  relating  to  the
Receivables, the Inventory or any other Collateral,

        (x)  use  the stationery of such Borrower and sign  the
name  of  such Borrower to verifications of the  Receivables
and on any notice to the Account Debtors,

        (xi) open such Borrower's mail,

        (xii) notify the post office authorities to change  the
address  for delivery of such.Borrower's mail to an  address
designated by the Agent, and

        (xiii) use the information recorded on or contained  in
any  data  processing  equipment and computer  hardware  and
software  relating  to the Receivables, Inventory  or  other
Collateral to which such Borrower has access.
     
     SECTION 12.5   Miscellaneous Provisions Concerning Remedies.
     
     (a)  Rights Cumulative. The rights and remedies of  the
Agent  and  the Lenders under this Agreement, the Notes  and
each  of  the  Loan  Documents shall be cumulative  and  mot
exclusive  of any rights or remedies which it or they  would
otherwise  have. In exercising such rights and remedies  the
Agent  and  the Lenders may be selective and no  failure  or
delay  by  the Agent or any Lender in exercising  any  right
shall  operate  as a waiver of it, nor shall any  single  or
partial exercise of any power or right preclude its other or
further  exercise  or the exercise of  any  other  power  or
right.

     (b)  Waiver of Marshalling. Each Borrower hereby waives
any  right  to  require any marshalling of  assets  and  any
similar right.

     (c)  Limitation of Liability. Nothing contained in this
Article 12 or elsewhere in this Agreement or in any  of  the
Loan Documents shall be construed as requiring or obligating
the  Agent, any Lender or any agent or designee of the Agent
or  any Lender to make any demand, or to make any inquiry as
to the nature or sufficiency of any l~ayment received by it,
or  to  present  or  file any claim or notice  or  take  any
action,  with  respect  to  any  Receivable  or  any   other
Collateral or Guarantor Collateral, or the monies due or  to
become due thereunder or in connection therewith, or to take
any  steps  necessary to preserve any rights  against  prior
parties,  and  the Agent, the Lenders and  their  agents  or
designees  shall  have  no liability to  the  Borrowers  for
actions  taken  pursuant  to  this  Article  12,  any  other
provision of this Agreement or any of the Loan Documents  so
long as the Agent or such Lender shall act reasonably and in
good faith.

     (d)  Appointment of Receiver. In any action under  this
Article   12,  the  Agent  shall  be  entitled  during   the
continuance of an Event of Default to the appointment  of  a
receiver,  without  notice of any kind whatsoever,  to  take
possession  of ail or any portion of the Collateral  and  to
exercise  such  power as the court shall  confer  upon  such
receiver.

     SECTION  12.6  Trademark  License.  Each  Borrower
hereby grants to the Agent for its benefit as Agent and  for
the  benefit  of  the  Lenders, the nonexclusive  right  and
license  to  use the trademarks described in  the  Trademark
Assi.gnmets.   for  the  purposes  set  forth   in   Section
12.2(b)(viii) and for the purpose of enabling the  Agent  to
realize on the Collateral and to permit any purchaser of any
portion of the Collateral through a foreclosure sale or  any
other exercise of the Agent's rights and remedies under this
Agreement and the other Security Documents to use,  sell  or
otherwise  dispose  of  the  Collateral  bearing  any   such
trademark.  Such  right  and  license  is  granted  free  of
charrge,  without the requirement that any monetary  payment
whatsoever be made to the Borrowers or any other  Person  by
the  Lenders or the Agent or any purchaser or purchasers  of
the  Collateral  Each Borrower hereby represents,  warrants,
covenants  and  agrees  that it  presently  has,  and  shall
continue to have, the right, without the approval or consent
of  others,  to grant the license set forth in this  Seelion
12.6;  and each Borrower hereby consents to the granting  of
such license by the other Borrowers.

                         ARTICLE 13.

                         ASSIGNMENTS

     SECTION 13.1 Successors and Assigns Participations.

     (a)  This Agreement shall be binding upon and inure  to
the  benefit of each Borrower, the Lenders, the  Agent,  all
future holders of the Notes, and their respective successors
and  assigns, except that no Borrower may assign or transfer
any  of  its  rights  or  obligations under  this  Agreement
without the prior written consent of each Lender.

     (b)  Each  Lender  may assign to one or  more  Eligible
Assignees  all  or  a portion of its interests,  rights  and
obligations   under   this  Agreement  (including,   without
limitation, ail or a portion of the Loans at the time  owing
to  it  and  the Notes held by it); provided, however,  that
(i)each  such assignment shall be of a constant, and  not  a
varying, percentage of all the assigning Lender's rights and
obligations  under this Agreement, (ii) the  amount  of  the
Commitment of the assigning Lender that is subject  to  each
such  assignment (determined as of the date  the  Assignment
and  Acceptance with respect to such assignment is delivered
to  the  Agent)  shall in no event be less than  $5,000,000,
(iii) in the case of a partial assignment, the amount of the
Commitment   that  is  retained  by  the  assigning   Lender
(determined  as  of the date the Assignment  and  Acceptance
with  respect to such assionment is delivered to the  Agent)
shall  in no event be less than $5,000,000, (iv) the parties
to  each  such assignment shall execute and deliver  to  the
Agent,  for its acceptance and recording in the Register  an
Assionment  and Acceptance, together with the Notes  subject
to  such assi.onment, (v) such assignment shall not, without
the  consent of the Borrowers, require the Borrowers or  any
of them to file a registration statement with the Securities
and Exchange Commission or apply to or qualify the Loans  or
the Notes under the blue sky laws of any state, and (vi) the
representation  contained in Section 13.2  hereof  shall  be
true  with respect to any such proposed assignee. Upon  such
execution,  delivery,  acceptance and  recording,  from  and
after  the  effective date specified in each Assionment  and
Acceptance,  which effective date shall  be  at  least  five
Business  Days after the execution thereof, (x) the assignee
thereunder  shall  be  a party hereto  and,  to  the  extent
provided in such Assignment and Acceptance, have the  rights
and  obligations of a Lender hereunder, and (v)  the  Lender
assignor  thereunder shall, to the extent provided  in  such
Assignment  and Acceptance, be released from its obligations
under this Agreement.

(c)   By   executing  and  delivering  an   Assignment   and
Acceptance, the Lender assignor thereunder and the  assignee
thereunder  confirm  to and agree with each  other  and  the
other  parties  hereto  as  follows:  (i)  other  than   the
representation  and  warranty  that  it  is  the  legal  and
beneficial owner of the interest being assigned thereby free
and  clear of any adverse claim~ such Lender assignor  makes
no  representation or warranty and assumes no responsibility
with    respect    to   any   statements,   warranties    or
representations made in or in connection with this Agreement
or   the   execution,  legality,  validity,  enforceability,
genuineness, sufficiency or value of this Agreement  or  any
other instrument or document furnished pursuant hereto; (ii)
such Lender assignor makes no representation or warranty and
assumes  no  responsibility with respect  to  the  financial
condition  of the Borrowers or the performance or observance
by  the  Borrowers  of any of their obligations  under  this
Agreement  or  any  other instnnnent or  document  furnished
pursuant  hereto; (iii)such assignee confirms  that  it  has
received  a copy of this Agreement, together with copies  of
the  financial statements referred to in Section 6.1(n)  and
such  other  documents  and information  as  it  has  deemed
appropriate to make its own credit analysis and decision  to
enter into such Assignment and Acceptance; (iv)such assignee
will,  independently and without reliance  upon  the  Agent,
such  Lender assignor or any other Lender, and based on such
documents  and  information as it shall deem appropriate  at
the  time,  continue  to make its own  credit  decisions  in
taking  or  not taking action under this Agreement;  (v)such
assignee confirms that it is an Eligible Assignee; (vi) such
assignee  appoints  and authorizes the Agent  to  take  such
action  as  agent on its behalf and to exercise such  powers
under  this  Agreement and the other Loan Documents  as  are
delegated  to  the  Agent by the terms hereof  and  thereof;
together  with  such  powers  as are  reasonably  incidental
thereto; and (vii) such assignee agrees that it will perform
in  accordance with their terms all of the obligations which
by the terms of this Agreement are required to be performed-
by-it as a Lender.

     (d)  The Agent shall maintain a copy of each Assignment
and  Acceptance  delivered to it  and  a  register  for  the
recordation  of the names and addresses of the  Lenders  and
the  Commitment Percentage of; and principal amount  of  the
Loans  owing  to,  each  Lender  from  time  to  time   (the
"Register").   The   entries  in  the  Register   shall   be
conclusive,  in  the  absence of manifest  error,  and  each
Borrower,  the Agent and the Lenders may treat  each  person
whose name is recorded in the Register as a Lender hereunder
for  all  purposes of this Agreement. The Register shall  be
available  for inspection by any Borrower or any  Lender  at
any  reasonable  time and from time to time upon  reasonable
prior notice.

     (e)  Upon  its receipt of an Assignment and  Acceptance
executed  by an assis, ning Lender and an Eligible  Assignee
together  with  the  Notes subject to such  assignment,  the
Agent  shall,  if  such Assignment and Acceptance  has  been
completed  and is in the form of Exhibit ig, (i)accept  such
Assignment   and  Acceptance,  (ii)record  the   information
contained  therein in the Register, (iii)give prompt  notice
thereof  to  the Lenders and the Borrowers, and (iv)promptly
deliver  a  copy  of such Acceptance and Assignment  to  the
Borrowers.  Within  five  Business  Days  after  receipt  of
notice, the Borrowers shall execute and deliver to the Agent
in exchange for the surrendered Notes new Notes to the order
of such Eligible Assignee in amounts equal to the Commitment
Percentage  assumed  by such Eligible Assignee  pursuant  to
such Assignment and Acceptance and new Notes to the order of
the  assigning  Lender in an amount equal to the  Commitment
retained  by  it hereunder. Such new Notes shall  be  in  an
aggregate  principal amount equal to the aggregate principal
amount  of  such  surrendered  Notes,  shall  be  dated  the
effective  date of such Assignment and Acceptance and  shall
otherwise  'be  in substantially the form  of  the  assigned
Notes  originally  delivered to the  assignor  Lender.  Each
surrendered Note or Notes shall be canceled and returned  to
the Borrowers.

(f) Each Lender may, without the consent of the Borrowers,
sell participations to one or more banks or other entities
in all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion
of its commitments hereunder and the Loans owing to it and
the Notes held by it); provided, however, that (I) each such
participation shall be in an amount not less than
$5,000,000, (ii) such Lender's obligations under this
Agreement (including, without limitation its commitments
hereunder) shall remain unchanged, (iii) such Lender shall
remain solely responsible to the other parties hereto for
the performance of such obligations, (iv) such Lender shall
remain the holder of the Notes held by it for all purposes
of this Agreement, (v) each Borrower, the Agent and the
other Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender's rights and
obligations under this Agreement; provided, that such Lender
may agree with any participant that such Lender will not,
without such participant's consent, agree to or approve any
waivers or amendments which would reduce the principal of or
the interest rate on any Loans, extend the term or increase
the amount of the commitments of such particpant, reduce the
amount of any fees to which such participant is entitled,
extend any scheduled payment date for principal or release
Collateral or Guarantor Collateral securing the Loans (other
than Collateral or Guarantor Collateral disposed of in
accordance with the terms of this Agreement of the Security
Documents), and (vi) any such disposition shall not, without
the consent of the Borrowers, require any Borrower to file a
registration statement with the Securities and Exchange
Commission to apply to qualify the Loans or the Notes under
the blue sky law of any state.  The Lender selling a
participation to any bank or other entity that is not an
Affiliate of such Lender shall give prompt notice therof to
the Borrowers and the Agent
     
     (g)  Any Lender may, in connection with any assignment,
proposed assignment, participation or proposed participation
pursuant  to  this Section 13.1, disclose to  the  assignee,
participant, proposed assignee or proposed participant,  any
information  relating  to the Borrowers  furnished  to  such
Lender  by  or on behalf of the Borrowers (or any of  them);
provided  that,  prior  to any such  disclosure,  each  such
assignee,   proposed  assignee,  participant   or   proposed
participant  shall agree with the Borrowers or  such  Lender
(which  in  the case of an agreement with only such  Lender,
the   Borrowers   shall  be  recognized   as   third   party
beneficiaries  thereof) to preserve the  confidentiality  of
any  confidential  information  relating  to  the  Borrowers
received from such Lender.

     SECTION  13.2  Representation  of  Lenders.   Each
Lender  hereby  represents  that  it  will  make  each  Loan
hereunder  as a commercial loan for its own account  in  the
ordinary  course  of its business; provided,  however,  that
subject to Section 13.1 hereof; the disposition of the Notes
or  other  evidence of the Secured Obligations held  by  any
Lender shall at ail times be within its exclusive control.

                         ARTICLE 14.

                            AGENT

     SECTION  14.1  Appointment of Agent.  Each  of  the  Lenders
hereby irrevocably designates and appoints NationsBank, N.A.
as  the  Agent of such Lender under this Agreement  and  the
other  Loan  Documents,  and each  such  Lender  irrevocably
authorizes the Agent, as the agent for such Lender, to  take
such  action  on  its  behalf under the provisions  of  this
Agreement and the other Loan Documents and to exercise  such
powers  and perform .such duties as are expressly delegated,
to  the Agent by the terms of this Agreement and such  other
Loan   Documents,  including  without  limitation,  to  make
determinations  as  to  the  eligibility  of  Inventory  and
Receivables  and  to adjust the AllPlicable Percentages  (so
long  as  such Applicable Percentages, as adjusted,  do  not
exceed those set forfia in the definition thereof), together
with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary  elsewhere  in
this Agreement or such other Loan Documents, the Agent shall
not  have  any  duties  or  responsibilities,  except  those
expressly  set  forth herein and therein, or  any  fiduciary
relationship  with  any  Lender, and no  implied  covenants,
functions,   responsibilities,   duties,   obligations    or
liabilities shall be read into this Agreement or  the  other
Loan Documents or otherwise exist against the Agent.

     SECTION  14.2 Delegation of Duties. The Agent  may
execute any of its duties under this Agreement and the other
Loan Documents by or through agents or attomegs-in-fact  and
shall  be  entitled  to  advice of  counsel  concerning  all
matters  pertaining to such duties. The Agent shall  not  be
responsible for the negligence or misconduct of  any  agents
or attomegs-in-fact selected by it with reasonable care.

     SECTION  14.3 Exculpatory Provisions. Neither  the
Agent   nor   any  of  its  trustees,  officers,  directors,
employees, agents, attomegs-in-fact or Amliates shall be (i)
liable  to any Lender (or any Lenders participants) for  any
action  lawfully taken or omitted to be taken by it or  such
Person  under  or in connection with this Agreement  or  the
other  Loan  Documents (except for its or such Person's  own
gross negligence or willful misconduct), or (ii) responsible
in  any  manner to any Lender (or any Lender's participants)
for  any  recitals, statements, representations or wamanfies
made  by  any  Borrower or any officer thereof contained  in
this  Agreement  or  the  other Loan  Documents  or  in  any
certificate, report, statement or other'document referred to
or  provided  for in, or received by the Agent under  or  in
connection with, this Agreement or the other Loan  Documents
or  for  the  value,  validity, effectiveness,  genuineness,
enforceability or sufiidency of this Agreement or the  other
Loan  Documents or for any failure of the Borrowers (or  any
of  them)  to perform their respective obligations hereunder
or  thereunder. The Agent shall not be under any  obligation
to  any  Lender  to  ascertain  or  to  inquire  as  to  the
observance or perfolmance of any of the agreements contained
in,  or  conditions  of this Agreement, or  to  inspect  the
properties, books or records of any Borrower.

     SECTION 14.4 Reliance by Agent. The Agent shall be
entitled  to rely, and shall be fully protected in  relying,
upon   any   Note,  writing,  resolution,  notice,  consent,
certificate,   affidavit,   letter,   cablegram,   telegram,
telecopy,  telex  or teletype message, statement,  order  or
other  document or conversation believed by it to be genuine
and  correct  and to have been signed, sent or made  by  the
proper  Person or Persons and upon advice and statements  of
legal counsel (including, without limitation, counsel to the
Borrowers),   independent  accountants  and  other   experts
selected  by  the Agent. The Agent may deem  and  treat  the
payee  of  any  Note as the owner thereof for  all  purposes
unless  such Note shall have been transferred in  accordance
with  Section  13.1. The Agent shall be fully  justified  in
failing  or refusing to take any action under this Agreement
and  the  other Loan Documents unless it shall first receive
such  advice  or concurrence of the Required Lenders  as  it
deems  appropriate or it shall first be indemnified  to  its
satisfaction  by the Lenders against any and  all  liability
and  expense which may be incurred by it by reason of taking
or  continuing to take any such action. The Agent  shall  in
all  eases  be  fully protected in acting, or in  refraining
from   acting,  under  this  Agreement  and  the  Notes   in
accordance with a request of the Required Lenders, and  such
request  and  any  action taken or failure to  act  pursuant
thereto shall be binding upon all the Lenders and all future
holders of the.Notes.
          
     SECTION  14.5 Notice of Default. The  Agent  shall
not  be deemed to have knowledge or notice of the occurrence
of  any  Default  or Event of Default hereunder  unless  the
Agent  has  received  notice from a Lender or  the  Borrowers
referring  to  this Agreement, describing such  Default  or
Event  of Default and stating that such notice is a  "notice
of  default."  In the event that the-Agent receives  such  a
notice, the Agent shall promptly give notice thereof to  the
Lenders.  The Agent shall take such action with  respect  to
such  Default  or  Event of Default as shall  be  reasonably
directed  by the Required Lenders; provided that unless  and
until  the  Agent  shall have received such directions,  the
Agent  may  (but shall not be obligated to) continue  making
Revolving  Credit Loans to the Borrowers on  behalf  of  the
Lenders  in  reliance on the provisions of Section  4.7  and
take such other action, or refrain from taking such action,
with respect to such Default or Event of Default as it shall
deem advisable in the best interests of the Lenders.

     SECTION  14.6  Non-Reliance  on  Agent  and  Other
Lenders. Each Lender expressly acknowledges that neither the
Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or Affliates has made any  representations
or warranties to it and that no act-by the Agent hereinafter
taken, including any review of the affairs of the Borrowers,
shall be deemed to constitute any representation or warranty
by  the  Agent to any Lender. Each Lender represents to  the
Agent  that it has, independently and without reliance  upon
the  Agent  or any other Lender, and based on such documents
and  information as it has deemed appropriate, made its  own
appraisal   of   and   investigation  into   the   business,
operations,  property,  financial and  other  condition  and
creditworthiness of the Borrowers and made its own  decision
to  make  its Loans hereunder and enter into this Agreement.
Each Lender also represents that it will, independently  and
without  reliance  upon the Agent or any other  Lender,  and
based  on  such documents and information as it  shall  deem
appropriate  at  the time, continue to make its  own  credit
analysis,  appraisals and decisions in taking or not  taking
action  under  this Agreement and the other Loan  Documents,
and  to  make  such investigation as it deems  necessary  to
inform  itself  as  to  the business, operations,  property,
financial  and other condition and creditworthiness  of  the
Borrowers.  Except for notices, reports and other  documents
expressly  required to be furnished to the  Lenders  by  the
Agent  hereunder or by the other Loan Documents,  the  Agent
shall  not  have any duty or responsibility to  provide  any
Lender  with any credit or other information concerning  the
business,   operations,  property,   financial   and   other
condition  or  creditworthiness of the Borrowers  which  may
come  into  the  possession of  the  Agent  or  any  of  its
officers, directors, employees, agents, attorneys-in-fact or
Affiliates.

     SECTION  14.7 Indemnification The Lenders agree to indemnify
the  Agent  in  its  capacity as such  (to  the  extent  not
reimbursed  by  the  Borrowers  and  without  limiting   the
obligation of the Borrowers to do so), ratably according  to
their  respective Commitment Percentages, fi.om and  against
any  and  all  liabilities,  obligations,  losses,  damages,
penalties,  actions, judgments, suits,  costs,  expenses  or
disbursements of any kind whatsoever which may at  any  time
(including,  without limitation, at any time  following  the
payment of the Notes) be imposed on, incurred by or asserted
against the Agent in any way relating to or arising  out  of
this Agreement or the other Loan Documents, or any documents
contemplated  by  or referred to herein or  therein  or  the
transactions  contemplated hereby or thereby or  any  action
taken  or  omitted by the Agent under or in connection  with
any  of  the  foregoing; provided that no  Lender  shall  be
liable  for  the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments,
suits,  costs,  expenses or disbursements  resulting  solely
from  the Agent's gross negligence or willful misconduct  or
resulting  solely  fi.om transactions  or  occurrences  that
occur  at a time after such Lender has assigned all  of  its
interests,  rights  and  obligations  under  this  Agreement
pursuant  to  Section 13.1 or, in the case of  a  Lender  to
which  an  assignment is made hereunder pursuant to  Section
13.1,  at  a time before such assignment. The agreements  in
this subsection shall survive the payment of the Notes,  the
Secured  Obligations and all other amounts payable hereunder
and the termination of this Agreement.

     SECTION 14.8 Agent in Its Individual Capacity. The
Agent  and its Affiliates may make loans to, accept deposits
from  and generally engage in any kind of business with  the
Borrowers (or any of them) and their respective Subsidiaries
as  if  the Agent were not the Agent hereunder. With respect
to  its Commitment, the Loans made by it and any Note issued
to it, the Agent shall have and may exercise the same rights
and powers under this Agreement and the other Loan Documents
and  is  subject to the same obligations and liabilities  as
and  to  the  extent set forth herein and in the other  Loan
Documents  for  any  other Lender. The  terms  "Lenders"  or
"Required  Lenders"  or  any other term  shall,  unless  the
context  clearly otherwise indicates, include the  Agent  in
its  individual capacity as a Lender or one of the  Required
Lenders.

     SECTION 14.9 Successor Agent. The Agent may resign as Agent
upon ten days' notice to the Lenders. If the Agent shall
resign as Agent under this Agreement, then the Required
Lenders shall appoint from among the Lenders a successor
agent for the Lenders which successor agent shall be
approved by the Borrowers (which approval shall not be
unreasonably withheld), whereupon such successor agent shall
succeed to the rights, powers and duties of the Agent, and
the term "Agent" shall mean such successor agent effective
upon its appointment, and the former Agents rights, powers
and duties as Agent shall be terminated, without any other
or further act or deed on the pan of such former Agent or
any of the parties to this Agreement or any holders of the
Notes. After any retiring Agent's resignation heraruder as
Agent, the provisions of Sections 14.7 and 15.14 shall inure
to its benefit as to any actions taken or omitted to be
taken by it while it was Agent under this Agreement

     SECTION 14.10 Notices from Agent to Leaders. The Agent
shall, promptly upon receipt thereof; forward to each Leader
copies of any writtea notices, reports or other information
supplied to it by any Borrower (but which the Borrowers are
not required to supply directly to the Lenders).

                         ARTICLE 15.

                        MISCELLANEOUS

     SECTION 15.1 Notices.

     (a)   Method   of  Communication.  Except  as   specifically
otherwise provided in this Agreement or in any of  the  Loan
Documents, all notices and the communications hereunder  and
thereunder shall be in writing or by telephone, subsequently
confirmed  in writing. Notices in writing shall be delivered
personally or sent by certified or registered mail,  postage
pre-paid,  or  by  overnight  courier,  telex  or  facsimile
transmission  and shall be deemed received in  the  case  of
personal   delivery,  when  delivered  against   a   receipt
therefor, in the case of mailing, when receipted for, in the
case  of overnight delivery, on the next Business Day  after
delivery  to  the  courier, and in the  case  of  telex  and
facsimile transmission, upon transmittal, provided  that  in
the case of notices to the Agent, notice shall be deemed  to
have   been   given  only  when  such  notice  is   actually
received~by the ~gent. A telephonic notice to the Agent,  as
understood  by  the  Agent,  will  be  deemed  to   be   the
controlling  and proper notice in the event of a discrepancy
with or failure to receive a Confirming written notice.

     (b)  Addresses for Notices. Notices to any party  shall
be  sent  to  it at the following addresses,  or  any  other
address  of  which  all the other parties  are  notified  in
writing:

If to the Borrowers or the Guarantors:  Collins Industries, Inc.
                                        15 Compound Drive
                                        Hutchinson, Kansas 67502
                                        Attn: Chief Financial Officer
                                        Facsimile No: (316) 663-1630

with a copy to:
(which shall not constitute notice)     Shook Hardy & Bacon L.L.P.
                                        1200 Main Street, Suite 3100
                                        Kansas City, Missouri 64105
                                        Attn: Mark Ovington
                                        Facsimile No.: (816) 421-4066

If to the Agent                         NationsBank, N.A.
                                        Business Credit Division
                                        600 Peachtree Street,N.E., 13th Floor
                                        Atlanta, Georgia 30308
                                        Attn: Stephen D. Metts
                                        Facsimile No.: (404) 607-6437

If to a Lender:                         At the address of such Lender set
                                        forth on the signature pages hereof.

     (c)  Agent's  Office. The Agent hereby  designates
     its  office  located at 600 Peachtree Street,  Atlanta,
     Georgia  30308,  or any subsequent office  which  shall
     have  been specified for such purpose by written notice
     to  the Borrowers, as the office to which payments  due
     are to be made and at which Loans will be disbursed.

     SECTION 15.2 Expenses. The Borrowers agree to  pay
or  reimburse on demand all costs and expenses  incurred  by
the  Agent or any Lender, including, without limitation, the
reasonable  fees and disbursements of counsel, in connection
with

     (a) so long as no Default or Event of Default exists and
Availability equals or exceeds $2,500,000, two field exams
during each 12 month period following the Effective Date at
the rate of $5,000 per exam and at any other time all
inspections, verifications, audits, site visits and other
activities associated with monitoring the Collateral or
otherwise administering this Agreement, including, without
limitation, travel, meals and lodging expenses of employees
of the Agent and any agent of the Agent;

     (b)  the negotiation, preparation, execution, delivery,
administration,   enforcement  and   termination   of   this
Agreement and each of the other Loan Documents, whenever the
same  shall  be  executed and delivered, including,  without
limitation

        (i)  the  out-of-pocket costs and expenses incurred  in
connection  with  the administration and  interpretation  of
this Agreement and the other Loan Documents;

        (ii) the costs and expenses of appraisals of the Collateral;

        (iii) the costs and expenses of lien and title searches and
title insurance;

        (iv)  the  costs  and  expenses  of  any  environmental
reports with reject to the Real Estate; and

        (v)  taxes,  fees  and  other charges  for  filing  the
Financing  Statements and continuations and  the  costs  and
expenses  of  taking other actions to perfect, protect,  and
continue the Security Interests;

provided,  however, that the Borrowers shah not be  required
to  pay  the expenses of any Person which becomes  a  Lender
after  the. Effective Date incurred in connection with  such
Person's so becoming a Lender;

     (c)  the  preparation, execution and  delivery  of  any
waiver,  amendment, supplement or consent by the  Agent  and
the  Lenders relating to this Agreement or any of  the  Loan
Documents;

     (d) sums paid or incurred to pay any amount or take any
action required of the Borrowers (or any of them) under  the
Loan Documents that the Borrowers fail to pay or take;

     (e)  costs  and  expenses of forwarding Loan  proceeds,
collecting   checks  and  other  items   of   payment,   and
establishing  and  maintaining each Controlled  Disbursement
Account, Agency Account and Lockbox;

     (f) costs and expenses of preserving and protecting the
Collateral;

     (g)  consulting, after the occurrence of  a  Default,
with one or more Persons, including appraisers, accountants,
lawyers,  environmental and business consultants  and  other
experts,  concerning  the value of any  collateral  for  the
Secured  Obligations; the operation of the business  of  any
Borrower  or  related to the nature, scope or value  of  any
right  or  remedy  of the Agent or any Lender  hereunder  or
under  any  of the Loan Documents, including any  review  of
factual  matters  in  connection therewith,  which  expenses
shall  include  the fees and disbursements of such  Persons;
and
     
     (h)  reasonable costs and expenses paid or incurred  to
obtain  payment  of  the  Secured Obligations,  enforce  the
Security  Interests,  sell  or otherwise  realize  ugon  the
Collateral, and otherwise enforce the provisions of the Loan
Documents,  or to prosecute or defend any claim in  any  way
arising out of, related to or connected with, this Agreement
or  any  of the Loan Documents, which expenses shall include
the  reasonable  fees and disbursements of  counsel  and  of
experts and other consultants retained by the Agent  or  any
Lender.

The  foregoing  shall not be construed to  limit  any  other
provisions  of  the  Loan  Documents  regarding  costs   and
expenses  to be paid by the Borrowers. The Borrowers  hereby
authorize  the Agent and the Lenders to debit the Borrowers'
Loan  Accounts  (by increasing the principal  mount  of  the
Revolving Credit Loans) in the amount of any such costs  and
expenses owed by the Borrowers when due.

     SECTION  15.3 Stamp and Other Taxes. The Borrowers
will   pay,  joinfly  and  severally,  any  and  all  stamp,
registration, recordation and similar taxes, fees or charges
and  shall  indemnify the Agent and the Lenders against  any
and  all liabilities with respect to or resulting fi.om  any
delay in the payment or omission to pay any such taxes, fees
or charges, which may be payable or determined to be payable
in  connection with the execution, delivery, performance  or
enforcement of this Agreement and any of the Loan  Documents
or  the  perfection  of  any rights  or  seoarity  interests
thereunder,  including  without  limitation,  the   Security
Interest.

     SECTION 15.4 Setoff. In addition to any rights now
or  hereafter granted under Applicable Law and not by way of
limitation of any such rights, during the continuance of any
Event  of  Default, each Lender, any participant  with  such
Leader  in  the Loans and each Affiliate of each Leader  are
hereby authorized by each Borrower at any time or from  time
to  time,  without notice to such Borrower or to  any  other
Person,  any such notice being hereby expressly  waived,  to
set off and to appropriate and to apply any and all deposits
(general   or   special,  including  but  not  limited   to,
indebtedness  evidenced by certificates of deposit,  whether
matured or unmatured) and any other indebtedness at any time
held  or owing by any Lender or any Affiliate of any  Lender
or  any  participant to or for the credit or the account  of
such   Borrower  against  and  on  account  of  the  Secured
Obligations irrespective or whether or not the Agent or such
Lender  shall  have made any demand under this Agreement  or
any of the Loan Documents.

     SECTION  15.5 Liti2ation. Each Borrower, the Agent and  each
Lender hereby knowingly, intentionally and voluntarily waive
trial  by  jury in any action or proceeding of any  kind  or
nature  in any court in which an action may be commenced  by
or  against  any  Borrower, the Agent and  any  such  Lender
arising  out  of  this  Agreement,  the  Collateral  or  any
assignment  thereof  or  by reason of  any  other  cause  or
dispute whatsoever between any Borrower and the Agent or any
Lender  of any kind or nature. Each Borrower, the Agent  and
the  Lenders  hereby  agree that the federal  court  of  the
northern district of Georgia or, at the option of the  Agent
or  any  Lender, any court in which the Agent or such Lender
shall initiate legal or equitable proceedings and which  has
subject  matter jurisdiction over the matter in controversy,
shall  have nonexclusive jurisdiction to hear and  determine
any  claims or disputes between such Borrower and the  Agent
or  such  Lender, pertaining directly or indirectly to  this
Agreement  or  the Loan Documents or to any  matter  arising
therefrom.  Each Borrower expressly submits and consents  in
advance  to  such jurisdiction in any action  or  proceeding
commenced in such courts, hereby waiving personal service of
the  summons and complaint, or other proce~ or papers issued
therein  and  agreeing  that service  of  such  summons  and
complaint  or  other  process  or  papers  may  be  made  by
registered  or certified mail addressed to such Borrower  at
the  address  of  such Borrower set forth in  Section  15.1.
Should  such Borrower fail to appear or answer any  summons,
complaint,  process or papers so served within  thirty  (30)
days  after  the  mailing thereof, it  shall  be  deemed  in
default  and an order and/or judgment may be entered against
it  as  demanded  or prayed for in such summons,  complaint,
process  or  papers. The nonexclusive choice  of  forum  set
forth  in  this Section shall not be deemed to preclude  the
enforcement  of any judgment obtained in such forum  or  the
taking of any action under this Agreement to enforce same in
any appropriate jurisdiction.

     SECTION  15.6  Waiver  of  Rights.  Each  Borrower
hereby  knowingly, intentionally and voluntarily waives  all
rights which such Borrower has under Chapter 14 of Title  44
of  the  Official  Code  of Georgia  or  under  any  similar
provision  of  Applicable-Law to notice and  to  a  judicial
hearing  prior  to  the  issuance of a  writ  of  possession
entitling  the  Agent or any Lender, or the  successors  and
assigns  of  the Agent or such Lender to possession  of  the
Collateral  upon an Event of Default. Without  limiting  the
generality of the foregoing and without limiting  any  other
right which the Agent or the Lenders may have, each Borrower
consents that if the Agent or any Lender fdes a petition for
an  immediate writ of possession in compliance with Sections
44-14-261  and 44-14-262 of the Official Code of Georgia  or
under  any  similar provision of Applicable  Law,  and  this
waiver  or  a  copy hereof is alleged in such  petition  and
attached  thereto, the court before which such  petition  is
filed  may  dispense with all rights and  procedures  herein
waived  and  may  issue  forthwith  an  immediate  writ   of
possession in accordance with Chapter 14 of Title 44 of  the
Official  Code of Georgia or in accordance with any  similar
provision  of  Applicable Law, without the necessity  of  an
accompanying bond as otherwise required by Section 44-14-263
of  the  offchi Code of Georgia or by any similar  provision
under Applicable Law. Each Borrower hereby acknowledges that
it  has  read and fully understands the terms of this waiver
and  the  effect hereof. Such waiver shall not  in  any  way
effect  each  Borrower's right to challenge the  Agent's  or
Lenders'  right to such possession under this  Agreement  or
waive  any  claims  of  a Borrower for wrongful  seizure  or
damages therefor.

     SECTION 15.7 Consent to Advertising and Publicity.
With  the  prior  written consent of  the  Borrowers,  which
consent  shall not be unreasonably withheld, the  Agent,  on
behalf  of  the  Lenders, may issue and disseminate  to  the
public   information  describing  the  credit  accommodation
entered into pursuant to this Agreement, including the names
and  addresses of the Borrowers, the amount, interest  rate,
maturity,  collateral  and  a  general  description  of  the
Borrowers' business(es).

     SECTION 15.8 Reversal of Payments. The Agent and each Lender
shall  have  the  continuing and exclusive right  to  apply,
reverse and re-apply any and all payments to any portion  of
the  Secured  Obligations in a manner  consistent  with  the
terms of this Agreement. To the extent any Borrower makes  a
payment  or  payments to the Agent, for the account  of  the
Lenders,  or any Lender receives any payment or proceeds  of
the  Collateral  or Guarantor Collateral for  any  Borrowers
benefit,  which payment(s) or proceeds or any  part  thereof
are subsequently invalidated, declared to be fi'audulent  or
preferential, set aside and/or required to be  repaid  to  a
trustee,  receiver or any other party under  any  bankruptcy
law,  state  or federal law, common law or equitable  cause,
then,  to  the extent of such payment or proceeds  received,
the  Secured  Obligations or part thereof  intended  to  be-
satisfied  shall be revived and continued in full force  and
effect, as if such payment or proceeds had not been received
by the Agent or such Lender.
          
     SECTION  15.9  Injunctive Relief..  Each  Borrower
recognizes  that,  in  the  event  such  Borrower  fails  to
perform,  observe  or discharge any of  its  obligations  or
liabilities  under  this Agreement, any remedy  at  law  may
prove  to be inadequate relief to the Agent and the Lenders;
therefore, each Borrower agrees that if any Event of Default
shall  have  occurred and be continuing the  Agent  and  the
Lenders,  if the Agent or any Lender so requests,  shall  be
entitled  to  temporary  and  permanent  injunctive   relief
without the necessity of proving actual damages.

     SECTION  15.10  Accounting Matters. All  financial
and  accounting calculations, measurements and  computations
made  for any purpose relating to this Agreement, including,
without  limitation,  all  computations  utilized   by   any
Borrower  to determine whether it is in compliance with  any
covenant  contained  herein, shall,  unless  this  Agreement
otherwise  provides  or  unless the Required  Lenders  shall
otherwise consent in writing be performed in accordance with
GAAP.

     SECTION 15.11 Amendments.

       (a) Except as set forth in substetion (b) below,  any
term, covenant, agreement or condition of this Agreement  or
any  of the Loan Documents may be amended or waived, and any
departure  therebom  may be consented  to  by  the  Required
Lenders, if, but only if, such amendment, waiver or  consent
is  in  writing signed by the Required Lenders and,  in  the
case  of an amendment (other than an amendment described  in
Section 15.11(d)), by the Borrowers, and in any such  event,
the  failure to observe, perform or discharge any such term,
covenant, agreement or condition (whether such amendment  is
executed or such waiver or consent is given before or  area'
such  failure)  shall not be construed as a breach  of  such
term, covenant, agreement or condition or as a Default or an
Event  of Default. Unless otherwise specified in such waiver
or  consent,  a waiver or consent given hereunder  shall  be
effective only in the specific instance and for the specific
purpose  for which given. In the event that any such  waiver
or  amendment is requested by a Borrower, the Agent and  the
Lenders may require and charge a fee in connection therewith
and  consideration  thereof  in  such  amount  as  shall  be
determined  by the Agent and the Required Lenders  in  their
discretion.

     (b)  Except  as otherwise set forth in this  Agreement,
without the prior unanimous written consent of the Lenders,

        (i) no amendment, consent or waiver shall affect the amount
or extend the time of the obligation of the Lenders to make
Loans or extend the originally scheduled time or times of
payment of the principal of any Loans or alter the time or
times of payment of interest on any Loans or the amount of
the principal thereof or the rate of interest thereon or the
mount of any commitment fee payable hereunder or permit any
subordination of the principal or interest on such Loan,
permit the subordination of the Security Interests in any
material Collateral or Guarantor Collateral or amend the
provisions of Article 12 or of this Section 15.II(b),

        (ii)  no  material  Collateral or Guarantor  Collateral
shall  be  released by the Agent other than as  specifically
permitted in this Agreement, and.

        (iii)  except to the extent expressly provided  herein,
the definition "Borrowing Base" shall not be amended;

provided,  however,  that anything herein  to  the  contrary
notwithstanding, the Required Lenders shall have  the  right
to   waive  any  Default  or  Event  of  Default   and   the
consequences hereunder of such Default or Event  of  Default
and shall have the right to enter into an agreement with the
Borrowers providing for the forbearance from the exercise of
any  remedies  provided hereunder or under  the  other  Loan
Documents  without waiving any Default or Event of  Default,
and  no Lender shall be excused from its obligations to make
Loans  hereunder  in  the  event  of  any  such  waiver   or
forbearance.

     (c) The making of Loans hereunder by the Lenders during
the existence of a Default or Event of Default shall not  be
deemed  to constitute a waiver of such Default or  Event  of
Default.

     (d) Notwithstanding any provision of this Agreement  or
the  other  Loan  Documents  to the  contrary,  no  consent,
written or otherwise, of the Borrowers shall be necessary or
required in connection with any amendment to Article  14  or
Section  4.7, and any amendment to such provisions shall  be
effected  solely  by and among the Agent  and  the  Lenders,
provided  that no such amendment shall impose any obligation
on any Borrower.

     SECTION 15.12 [Reserved].

     SECTION 15.13 Performance of Borrowers' Duties.

     (a) The Borrowers' obligations under this Agreement and
each  of  the  Loan  Documents  shah  be  performed  by  the
Borrowers at their sole cost and expense.

     (b)  If  a  Borrower shall fail to do any act or  thing
which it has covenanted to do under this Agreement or any of
the Loan Documents, the Agent, on behalf of the Lenders, may
(but shah not be obligated to) do the same or cause it to be
done  either in the name of the Agent or the Lenders  or  in
the  name  and on behalf of such Borrower, and each Borrower
hereby irrevocably authorizes the Agent so to act.

     SECTION 15.14 Indemnification Each Borrower agrees
to  reimburse  the Agent and the Lenders for all  costs  and
expenses,    including   reasonable   counsel    fees    and
disbursements, incurred, and to indemnify, defend  and  hold
the  Agent  and the Lenders harmless from and  against  all
losses  suffered, by the Agent or any Lender  in  connection
with

        (i)  the  exercise by the Agent or any  Lender  of  any
right or remedy granted to it under this Agreement or any of
the Loan Documents,

        (ii) any claim, and the prosecution or defense thereof,
arising  out of or in any way connected with this  Agreement
or any of the Loan Documents, and

         (iii) the collection or enforcement of the Secured
Obligations or any of them,

other than such costs, expenses and liabilities arising out
of the Agent's or any Lender's gross negligence or willful
misconduct.

     SECTION  15.15  All Powers Coupled with  Interest.
All  powers of attorney and other authorizations granted  to
the  Agent and the Lenders and any Persons designated by the
Agent  or  the  Lenders pursuant to any provisions  of  this
Agreement  or  any  of the Loan Documents  shall  be  deemed
coupled with an interest and shall be irrevocable so long as
any of the Secured Obligations remain unpaid or unsatisfied.

     SECTION 15.16 Survival. Notwithstanding any termination of
this Agreement,

     (a) until all Secured Obligations have been irrevocably
paid  in  full  or otherwise satisfied, the Agent,  for  the
benefit  of the Lenders, shall retain its Security  Interest
and shall retain ail rights under this Agreement and each of
the  Security  Documents with respect to such Collateral  as
fully as though this Agreement had not been terminated,

     (b)  the indemnifies to which the Agent and the Lenders
are entitled under the provisions of this Article 15 and any
other  provision  of this Agreement and the  Loan  Documents
shall  continue in full force and effect and  shall  protect
the  Agent and the Lenders against events arising aider such
termination as well as before, and

     (c)   in  connection  with  the  termination  of   this
Agreement  and the release and termination of  the  Security
Interest,  the Agent, on behalf of itseft as agent  and  the
Lenders, may require such assurances and indemnities  as  it
shall  reasonably deem necessary or appropriate  to  protect
the  Agent and the Lenders against loss on account  of  such
release and termination, including, without limitation, with
respect   to  credits  previously  applied  to  the  Secured
Obligations that may subsequently be reversed or revoked.

     SECTION  15.17  Titles  and Captions.  Titles  and
captions  of  Articles,  Sections and  subsections  in  this
Agreement  are for convenience only, and neither  limit  nor
amplify the provisions of this Agreement.

     SECTION  15.18  Severability  of  Provisions.  Any
provision  ofthis  Agreement or any Loan Document  which  is
prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective only to the extent of such
prohibition  or  unenforceability without  invalidating  the
remainder  of  such  provision or the  remaining  provisions
hereof   or   thereof   or   affecting   the   validity   or
enforceability of such provision in any other jurisdiction.

     SECTION  15.19 Governing Law. This Agreement, the Notes  and
the  other Loan Documents (subject to express provisions  to
the  contrary  contained  therein)  shall  be  construed  in
accordance  with.and  governed by the law  (other  than  the
conflict  of  laws  provisions  thereof)  of  the  State  of
Georgia, except that the provisions of the first sentence of
Section  15.5  shall be governed by the laws  of  the  forum
state.

     SECTION 15.20 Counterparts. This Agreement may  be
executed  in  any  number of counterparts and  by  different
parties hereto in separate counterparts, each of which  when
so  executed shall be deemed to be an original and shall  be
binding  upon all parties, their suers and assigns, and  all
of  which  taken together shall constitute one and the  same
agreement.

    SECTION  15.21  Reproduction  of  Documents.  This
Agreement,  each  of the Loan Documents  and  all  documents
relating   thereto,  including,  without   limitation,   (a)
consents,  waivers and modifications that may  herea/ter  be
executed, (b) docmnents received by the Agent or any Lender,
and   (c)  financial  statements,  certificates  and   other
information previously or hereafter furnished to  the  Agent
or any Lender, may be reproduced by the Agent or such Lender
by   any  photographic,  photostatic,  microfilm  microcard,
'miniature photographic or other similar process and  such--
Person  may destroy any original document so produced.  Each
party  hereto  stipulates that, to the extent  permitted  by
Applicable Law, any such reproduction shall be as admissible
in  evidence  as  the  original itself in  any  judicial  or
administrative proceeding (whether or not the original shall
be  in  existence  and whether or not such reproduction  was
made  by  the Agent or such Lender in the regular course  of
business),   and  any  enlargement,  faosimile  or   further
reproduction   of  such  reproduction  shall   likewise   be
admissible in evidence.

     SECTION  15.22  Term of Agreement. This  Agreement
shall  remain in effect from the Agreement Date through  the
Termination   Date   and  thefeather   until   all   Secured
Obligations  shall have been irrevocably paid and  satistied
in  full. No termination of this Agreement shall affect  the
rights  and obligations of the parties hereto arising  prior
to such termination

     SECTION  15.23  Increased Capital. If  any  Lender
shall  have  determined that the adoption of any  applicable
law,  role,  regulation,  guideline,  directive  or  request
(whether  or  not  having  force of law)  regarding  capital
requirements  for  banks or bank holding companies,  or  any
change  therein  or in the interpretation or  administration
thereof  by  any  governmental authority,  central  bank  or
comparable   agency  charged  with  the  interpretation   or
administion thereof or compliance by such Lender with any of
the  foregoing, imposes or increases a requirement  by  such
Lender   to  allocate  capital  resources  to  such  Lenders
Commitment  to make Loans hereunder which has or would  have
the  effect of reducing the return on such Lender's  capital
to  a level below that which such Lender could have achieved
(taking   into  consideration  such  Lender's  then-existing
policies with respect to capital adequacy and assuming  full
utilization of such Lender's capital) but for such adoption,
change or compliance by any amount deemed by such Lender  to
be  material:  (i)  such  Lender shall  promptly  after  its
determination of such occurrence give notice thereof to  the
Borrowers  and the Agent; and (ii) the Borrowers shall  pay,
jointly  and severally, to such Lender as an additional  fee
from  time  to  time on demand such amount  as  such  Lender
certifies to be the amount that will compensate it for  such
reduction.   A   certificate   of   such   Lender   claiming
compensation under this Section 15.23 shall be conclusive in
the  absence of manifest error. Such certificate  shall  set
forth  the  nature  of the occurrence giving  rise  to  such
compensation, the additional amount or amounts to be paid to
it  hereunder  and  the method by which  such  amounts  were
determined. In determining such amount, such Lender may  use
any reasonable averaging and attribution methods.

     SECTION 15.24 Pro.Rata Participation.

     (a) Each Lender agrees that

        (i)  if it or any of its Affiliates shall exercise  any
right  of  counterclaim, set-off, banker's lien  or  similar
right, or if under any applicable bankruptcy, insolvency  or
other  similar law it receives a secured claim the  security
for  which  is a debt owed by it to any Borrower,  it  shall
apportion  the amount thereof, on a pro rata basis,  between
(A)  amounts  at the time owed to it by the Borrowers  under
this  Agreement, and (13) amounts otherwise owed  to  it  by
such Borrower, and

        (ii) if, as a result of the exercise of a right or  the
receipt  of  a  secured claim and the apportionment  thereof
described  in  clause  (i)  of  this  Section  15.24(a)   or
otherwise, it shall receive payment of a proportion  of  the
aggregate amount of principal and interest due with  respect
to  the  Secured Obligations owed to it under this Agreement
greater than the proportion of such amounts then received by
any other Lender, such Lender shall purchase a participation
(which  it  shall be deemed to have purchased simultaneously
upon the receipt of such payment) in the Secured Obligations
then  held  by the other Lenders so that all such recoveries
of  principal  and  interest with  respect  to  all  Secured
Obligations  owed to each Lender shall be pro  rata  on  the
basis  of  its respective amount of the Secured  Obligations
owed  to  all Lenders, provided that if all or part of  such
proportionately greater payment received by such  purchasing
Lender  is  thereafter  recovered  by  or  onbehalfof   such
Borrower  from such Lender, such purchase shall be rescinded
and the purchase price paid for such participation shall  be
returned to such Lender to the extent of such recovery,  but
without interest.

     (b)  Each  Lender  that receives such a  secured  claim
shall  exercise its rights in respect of such secured  claim
in  a  manner  consistent with the  rights  of  the  Lenders
entitled  under this Section 15.24 to share in the  benefits
of any recovery on such secured claim.

     (c)  Each  Borrower expressly consents to the foregoing
arrangements  and agrees that any holder of a  participation
in any Secured Obligation so purchased or otherwise acquired
may exercise any and all rights of banker's lien, set-off or
counterclaim  with respect to any and all  monies  owing  by
such Borrower to such holder as fully as if such holder were
a  holder  of such Secured Obligation in the amount  of  the
participation held by such holder.

     SECTION  15.25 Effect of this Agreement. Upon  the
Effective  Date  of  this Agreement,  this  Agreement  shall
supersede  in its entirety the Original Agreement; provided,
however,  that all Loans and Secured Obligations outstanding
under  the  Original Agreement on the Effective  Date  shall
continue  to constitute Loans and Secured Obligations  under
this  Agreement  and  the execution  and  delivery  of  this
Agreement  or any of the Loan Documents hereunder shall  not
constitute  a novation, refinancing or any other fundamental
change  in  the  relationship  among  the  parties  and  the
Indebtedness outstanding hereunder shall constitute the same
Indebtedness   as   now  outstanding  under   the   Original
Agreement.
          
     SECTION  15.26  Final  Agreememt  THIS  AGREEMENT,
TOGETHER  WITH  ALL  OTHER WRITTEN  AGREEMENTS  BETWEEN  THE
BORROWERS, THE LENDERS AND THE AGENT IS THE FINAL EXPRESSION
OF THE LOAN AGREEMENT BETWEEN THE BORROWERS, THE LENDERS AND
THE  AGENT,  AND  SUCH  WRITTEN LOAN AGREEMENT  MAY  NOT  BE
CONTRADICTED BY EVIDENCE OF ANY PRIOR ORAL LOAN AGREEMENT OR
OF   A  CONTEMPORANEOUS  ORAL  LOAN  AGREEMENT  BETWEEN  THE
BORROWERS, THE LENDERS AND THE AGENT.

     NON-STANDARD TERMS; NO UNWRITTEN ORAL  AGREEMENTS.ANY
ADDITIONAL  NON-STANDARD TERMS OF  THE  LOAN  AGREEMENT
BETWEEN  THE BORROWERS, THE LENDERS AND THE AGENT, INCLUDING
REDUCTION  TO  WRITING  OF A PREVIOUS  ORAL  LOAN  AGREEMENT
BETWEEN  THE BORROWERS, THE LENDERS AND THE AGENT,  ARE  SET
FORTH IN THE SPACE BELOW (IF NONE, WRITE "NONE"):

                            NONE


NO UNWRITTEN LOAN AGREEMENT BETWEEN THE BORROWERS, THE
LENDERS AND THE AGENT EXISTS.

  Acknowledgment by the Borrowers (Initials):

    Collins Industries, Inc.                /s/
    Collins Bus Corporation                 /s/
    Wheeled Coach Industries, Inc.          /s/
    Capacity of Texas, Inc.                 /s/
    Mobile Tech Corporation                 /s/
    World Trans, Inc.                       /s/

Acknowledgment by the Lenders (Initials):
NationsBank, N.A.                           /s/
(f/k/a NationsBank of Georgia, N.A.)

Acknowledgment by the Agent (Initials):
NationsBank, N.A.                           /s/
(f/k/a NationsBank of Georgia, N.A.)
          
          IN  WITNESS WHEREOF, the parties hereto have mused
this  Agreement  to  be  executed by their  duly  authorized
officers in several counterparts all as of the day and  year
first written above.

BORROWERS:

COLLINS INDUSTRIES, INC.
By:    /s/
Name:  Larry W. Sayre
Title: Chief Financial Officer

COLLINS BUS CORPORATION
By:    /s/
Name:  Larry W. Sayre
Title: Chief Financial Officer

WHEELED COACH INDUSTRIES, INC.
By:    /s/
Name:  Larry W. Sayre
Title: Chief Financial Officer

CAPACITY OF TEXAS, INC.
By:    /s/
Name:  Larry W, Sayre
Title: Chief Financial Officer

MOBILE-TECH CORPORATION
By:    /s/
Name:  Larry W. Sayre
Title: Chief Financial Officer


WORLD TRANS, INC.
By:    /s/
Name:  Larry W. Sayre
Title: Chief Financial Officer


AGENT:
NATIONSBANK, N.A. (f/k/a NatiOnsBank of Georgia, N.A.), as
Agent
By:   /s/
Name: Stephen D. Metts
Title: Vice President

Address:
600 Peachtree Street, N.E., 13th Floor
Atlanta, Georgia 30308
Attri: Business Credit
Facsimile No.: (404) 607-6437

LENDERS:

NATIONSBANK, N.A. (f/k/a NationsBank of Georgia, N.A.)

By:   /s/
Name: Stephen D. Metts
Title:  Vice President

Address:
600 Peachtree Street, N.E., 13th Floor
Atlanta, Georgia 30308
Attn: Business Credit
Facsimile No.: (404) 607-6437
Term Loan A
Commitment Amount:
                              Term
Borrower                      Loan A

Collins                            $   341,666.99
Bus                           $   410,000.00
WCI                           $2,075,000.00
Capacity                      $   205,000.00

Total                              $3,031,666.92