FOURTH AMENDMENT AGREEMENT



     THIS FOURTH AMENDMENT AGREEMENT (this "Amendment") dated 
effective as of August 13, 1997 among TRION, INC. (the 
"Borrower"), WACHOVIA BANK, N.A. (f/k/a/ "WACHOVIA BANK OF 
GEORGIA, N.A."), as Agent (the "Agent") and WACHOVIA BANK, N.A. 
(f/k/a/ "WACHOVIA BANK OF NORTH CAROLINA, N.A.") and FIRST UNION 
NATIONAL BANK OF NORTH CAROLINA as lenders (the "Lenders");


                         W I T N E S S E T H:


     WHEREAS, the Borrower, the Agent and the Lenders executed 
and delivered that certain Credit Agreement, dated September 8, 
1995 (as amended by that certain First Amendment to Credit 
Agreement dated June 14, 1996, that certain Second Amendment to 
Credit Agreement dated March 10, 1997, and that certain Third 
Amendment to Credit Agreement dated May 9, 1997, and as the same 
may be otherwise amended from time to time, the "Credit 
Agreement"); and

     WHEREAS, the Borrower has requested and the Agent and the 
Lenders have agreed to certain amendments to the Credit Agreement, 
subject to the terms and conditions hereof;

     NOW, THEREFORE, for and in consideration of the above 
premises and other good and valuable consideration, the receipt 
and sufficiency of which hereby is acknowledged by the parties 
hereto, the Borrower, the Agent and the Lenders hereby covenant 
and agree as follows:

     1.    Definitions.  Unless otherwise specifically defined 
herein, each term used herein which is defined in the Credit 
Agreement shall have the meaning assigned to such term in the 
Credit Agreement, as amended.

     2.  Amendments to Credit Agreement.  (a) The following new 
definitions are hereby added to Section 1.01 of the Credit 
Agreement in alphabetical order:

               "Performance Pricing Determination Date" has the   
          meaning set forth in Section 2.06(a).

               "Fixed Charge Coverage Ratio" means, for any       
          period, the ratio of Borrower's EBILT to Consolidated   
          Fixed Charges as calculated in Section 5.19 of the      
          Credit Agreement.

          (b) Section 2.06(a) of the Credit Agreement is hereby 
amended in its entirety as set forth below:

          SECTION 2.06.  Interest Rates.  (a) "Applicable Margin" 
     means (i) for the period commencing on the execution date of 
     this Amendment to and including the first Performance Pricing 
     Determination Date, (y) for any Base Rate Loan, 0%, and (z)  
     for any Euro-Dollar Loan, 1.45%; and (ii) from and after the 
     first Performance Pricing Determination Date, (x) for any    
     Base Rate Loan, 0.00% and (y) for each Euro-Dollar Loan, the 
     percentage determined on each Performance Pricing            
     Determination Date by reference to the table set forth below 
     as to such type of Loan and the Fixed Charge Coverage Ratio  
     for the quarterly or annual period ending immediately prior  
     to such Performance Pricing Determination Date.

        Fixed Charge                             Applicable Margin
        Coverage Ratio

       greater than or equal to 4.25 to 1.0             1.00%

       less than 4.25 to 1.0 but
       greater than or equal to 3.25 to 1.0             1.25%

       less than 3.25 to 1.0 but
       greater than or equal to 2.25 to 1.0             1.50%

       less than 2.25 to 1.0                            1.75%

          In determining interest for purposes of this Section    
     2.06 and fees for purposes of Section 2.07, the Borrower and 
     the Banks shall refer to the Borrower's most recent          
     consolidated quarterly and annual (as the case may be)       
     financial statements delivered pursuant to Section 5.01(a) or 
     (b), as the case may be.  If such financial statements       
     require a change in interest pursuant to this Section 2.06 or 
     fees pursuant to Section 2.07, the Borrower shall deliver to 
     the Agent, along with such financial statements, a notice to 
     that effect, which notice shall set forth in reasonable      
     detail the calculations supporting the required change.  The 
     "Performance Pricing Determination Date" is the date which is 
     the last date on which such financial statements are         
     permitted to be delivered pursuant to Section 5.01(a) or (b), 
     as applicable.  Any such required change in interest and fees 
     shall become effective on such Performance pricing           
     Determination Date, and shall be in effect until the next    
     Performance Pricing Determination Date, provided that: (i)   
     for Fixed Rate Loans, changes in interest shall only be      
     effective for Interest Periods commencing on or after the    
     Performance Pricing Determination Date; and (ii) no fees or  
     interest shall be decreased pursuant to this Section 2.06 or 
      Section 2.07 if a Default is in existence on the Performance 
     Pricing Determination Date.

     (c) section 2.07(a) of the Credit Agreement is hereby amended 
in its entirety as set forth below:

           SECTION 2.07.  Fees.  (a) The Borrower shall pay to the 
      Agent, for the ratable account of each Bank, a commitment   
      fee, calculated in the manner provided in the last paragraph 
      of Section 2.06(a) (ii), on the average daily amount of such 
      Bank's Unused Commitment, at a rate per annum from and after 
      the last Performance Pricing Determination Date, at a rate  
      per annum equal to:  (i) for the period commencing on the   
      execution date of this Amendment to and including the first 
      Performance Pricing Determination Date, 0.20%; and (ii) from 
      and after the first Performance Pricing Determination Date, 
      the percentage determined on each Performance Pricing       
      Determination Date by reference to the table set forth below 
      and the Fixed Charge Coverage Ratio for the quarterly or    
      annual period ending immediately prior to such Performance  
      Pricing Determination Date:

         Fixed Charge                           Commitment Fee
         Coverage Ratio

       greater than or equal to 4.25 to 1.0            0.15%

       less than 4.25 to 1.0 but
       greater than or equal to 3.25 to 1.0            0.20%

       less than 3.25 to 1.0 but
       greater than or equal to 2.25 to 1.0            0.25%

       less than 2.25 to 1.0                           0.30%

     Such commitment fees shall accrue from and including the     
     execution date of this Amendment to but excluding the        
     Termination Date and shall be payable on each March 31, June 
     30, September 30 and December 31 and on the Termination Date.

     (d) Section 5.19 of the Credit Agreement is hereby amended in 
its entirety as set forth below:

          SECTION 5.19.  Fixed Charges Coverage.  At the end of   
     the Fiscal Quarter ending June 30, 1997, the ratio of EBILT  
     to Consolidated Fixed Charges for the Fiscal Quarter just    
     ended and the immediately preceding 3 Fiscal Quarters shall  
     be greater than 1.75 to 1.0; at the end of the Fiscal Quarter 
     ending September 30, 1997, the ratio of EBILT to Consolidated 
     Fixed Charges for the Fiscal Quarter just ended and the      
     immediately preceding 3 Fiscal Quarters shall be greater than 
     2.00 to 1.0; at the end of the Fiscal Quarter ending December 
     31, 1997, the ratio of EBILT to Consolidated Fixed Charges   
     for the Fiscal Quarter just ended and the immediately        
     preceding 3 Fiscal Quarters shall be greater than 2.25 to    
     1.0; at the end of each Fiscal Quarter thereafter, the ratio 
     of EBILT to Consolidated Fixed Charges for the Fiscal Quarter 
     just ended and the immediately preceding 3 Fiscal Quarters   
     shall be greater than 2.75 to 1.0.  Provided, however, and   
     solely for the Fiscal Quarter ending on September 30, 1996   
     and solely for the purposes of this Section 5.19, the amount 
     of $914,000 (resulting from transaction charges incurred in  
     connection with the Borrower's acquisition of Herrmidifier   
     Company, Inc. and inventory reductions of the Borrower) will 
     be added to EBILT for such Fiscal Quarter.

     (e) Section 5.21 of the Credit Agreement is hereby amended in 
its entirety as set forth below:

          SECTION 5.21.  Ratio of Consolidated Funded Debt to     
     Consolidated Cash Flow.  At the end of the Fiscal Quarter    
     ending June 30, 1997, the ratio of Consolidated Funded Debt  
     to Consolidated Cash flow for the Fiscal Quarter just ended  
     will not exceed 5.00 to 1.0; at the end of the Fiscal        
     Quarter ending September 30, 1997, the ratio of Consolidated 
     Funded Debt to Consolidated Cash Flow for the Fiscal Quarter 
     just ended will not exceed 4.75 to 1.0; at the end of the    
     Fiscal Quarter ending December 31, 1997, the ratio of        
     Consolidated Funded Debt to Consolidated Cash Flow for the   
     Fiscal Quarter just ended will not exceed 4.50 to 1.0;       
     thereafter the ratio of Consolidated Funded Debt to          
     Consolidated Cash Flow for the Fiscal Quarter just ended will 
     not exceed 4.25 to 1.0.  Provided, however, and solely for   
     the Fiscal Quarter ending on September 30, 1996 and solely   
     for the purposes of this Section 5.21, the amount of $630,000 
     (resulting from transaction charges incurred in connection   
     with the Borrower's acquisition of Herrmidifier Company,     
     Inc., after taxes, and inventory reductions of the Borrower) 
     will be added to Consolidated Cash flow for such Fiscal      
     Quarter.

     4.  Amendment Fee.  In consideration for the execution of 
this Amendment, Borrower agrees to pay a one-time, fully-earned 
and non-refundable amendment fee equal to $9,000 to be shared 
ratably among the Banks.

     5.  Ratification.  The Borrower hereby restates ratifies and 
reaffirms each and every term, covenant and condition set forth in 
the Credit Agreement and the other Loan Documents effective as of 
the date hereof.

     6.  Counterparts.  This Amendment may be executed in any 
number of counterparts and by different parties hereto in separate 
counterparts, each of which when so executed and delivered shall 
be deemed to be an original and all of which counterparts, taken 
together, shall constitute but one and the same instrument.

     7.  Section References.  Section titles and references used 
in this Amendment shall be without substantive meaning or content 
of any kind whatsoever and are not a part of the agreements among 
the parties hereto evidenced hereby.

     8.  No Additional Default.  To induce the Agent and the 
Lenders to enter into this Amendment and to continue to make 
advances pursuant to Sections 2.01 and 2.02 of the Credit 
Agreement, the Borrower hereby acknowledges and agrees that, as of 
the date hereof, there exists (i) no additional Default or Event 
of Default except as set forth above in this Amendment and (ii) no 
right of offset, defense, counterclaim, claim or objection in 
favor of the Borrower arising out of or with respect to any of the 
Loans or other obligations of the Borrower owed to the Lenders 
under the Credit Agreement.

     9.   Further Assurances.  The Borrower agrees to take such 
further actions as the Agent shall reasonably request in 
connection herewith to evidence the provisions herein contained to 
the Borrower.

     10.  Governing Law.  This Amendment shall be governed by and 
construed and interpreted in accordance with, the laws of the 
State of North Carolina.

     11.  Conditions Precedent.  This Amendment shall become 
effective only upon the execution and delivery of a duly executed 
counterpart of this Amendment by each of the parties hereto.  The 
Agent and the Banks have waived the condition of execution and 
delivery to the Agent of secretary certificates pertaining to the 
Borrower and the Guarantors certifying as to the authorization 
and/or ratification of the execution and delivery of this 
Amendment, provided that the Borrower and Guarantors shall deliver 
such duly executed secretary certificates to the Agent by no later 
than August 29, 1997.

     IN WITNESS WHEREOF, the Borrower, the Agent and each of the 
Lenders has caused this Amendment to be duly executed, under seal, 
by its duly authorized officer as of the day and year first above 
written.


                                      TRION, INC.
                                      as Borrower          (SEAL)


                                      WACHOVIA BANK, N.A.,
                                      as Agent             (SEAL)


                                      WACHOVIA BANK, N.A.,
                                      as Lender            (SEAL)

                                      FIRST UNION NATIONAL BANK OF
                                      NORTH CAROLINA, as Lender   
                                                           (SEAL)





              CONSENT AND REAFFIRMATION OF GUARANTORS

     Each of the undersigned (i) acknowledges receipt of the 
foregoing Amendment, (ii) consents to the execution and delivery 
of the Amendment by the parties thereto and (iii) reaffirms all of 
its obligations and covenants under the Guaranty Agreement dated 
as of September 8, 1995 executed by it or to which it has become a 
party, and agrees that none of such obligations and covenants 
shall be affected by the execution and delivery of the Amendment. 
This Consent and Reaffirmation may be executed in any number of 
counterparts and by different parties hereto in separate 
counterparts, each of which when so executed and delivered shall 
be deemed to be an original and all of which counterparts, taken 
together, shall constitute but one and the same instrument.

                              ENVIRCO CORPORATION          (SEAL)


                              HERRMIDIFIER COMPANY, INC.   (SEAL)