<PAGE>


                                                                    EXHIBIT 10.9


--------------------------------------------------------------------------------



                       AMENDED AND RESTATED LOAN AGREEMENT


                                     BETWEEN


                             POWELL INDUSTRIES, INC.

                                   as Borrower


                                       AND


                              BANK OF AMERICA, N.A.

                                    as Lender




                          Dated as of October 25, 2001



--------------------------------------------------------------------------------



<PAGE>


                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                          Page
<S>          <C>                                                        <C>
SECTION 1 DEFINITIONS........................................................1
     1.1      Definitions....................................................1
     1.2      Accounting Terms..............................................13
     1.3      Other Terms...................................................13
     1.4      References....................................................13
     1.5      Sections......................................................13
     1.6      Number and Gender.............................................13
     1.7      Incorporation of Exhibits.....................................13
     1.8      Certain Other Matters of Construction.........................14
     1.9      Calculation of Financial Covenants............................14
SECTION 2 CONDITIONS........................................................14
     2.1      Conditions to Initial Advance by Lender.......................14
     2.2      Conditions Precedent to Future Advances.......................15
SECTION 3 THE COMMITMENT....................................................16
     3.1      Revolving Loan................................................16
     3.2      Method of Issuing Letters of Credit...........................17
     3.3      Purpose.......................................................19
     3.4      Borrowing Procedure for Revolving Note........................19
     3.5      Payments......................................................20
     3.6      Payments of Subordinated Liabilities..........................20
     3.7      Assignment of Accounts........................................20
     3.8      Fees..........................................................20
     3.9      Overdrafts....................................................21
     3.10     Prepayment....................................................21
     3.11     Newly Formed or Acquired Subsidiaries.........................22
     3.12     Waiver........................................................22
SECTION 4 TERMS OF FACILITIES...............................................22
     4.1      Optional Interest Rates.......................................22
     4.2      Payments of Principal and Interest............................25
SECTION 5 REPRESENTATIONS AND WARRANTIES....................................26
     5.1      Representations and Warranties of Borrower....................26
SECTION 6 AFFIRMATIVE COVENANTS.............................................31
     6.1      Covenants of Borrower.........................................31
SECTION 7 NEGATIVE COVENANTS................................................35
     7.1      Negative Covenants of Borrower................................35
SECTION 8 EVENTS OF DEFAULT.................................................37
     8.1      Events of Default.............................................37
SECTION 9 RIGHTS AND REMEDIES OF LENDER.....................................40
     9.1      Acceleration..................................................40
     9.2      Additional Rights.............................................40
     9.3      Termination of Obligations....................................40
     9.4      Swap Contracts................................................40
</Table>


                                        i
<PAGE>



<Table>
<S>          <C>                                                        <C>
SECTION 10 MISCELLANEOUS....................................................40
     10.1     Other Loans...................................................40
     10.2     No Duty or Special Relationship...............................41
     10.3     Other Remedies Not Required...................................41
     10.4     NO CONTROL BY LENDER..........................................41
     10.5     No Partnership................................................41
     10.6     Representations and Warranties................................41
     10.7     Notice........................................................42
     10.8     Prior Loan Agreement..........................................42
     10.9     Waiver Fee....................................................42
     10.10    Fee for Late Financial Statements.............................42
     10.11    Lender as Principal Depository................................43
     10.12    Binding Effect................................................43
     10.13    Limited Waiver of Confidentiality.............................43
     10.14    Inconsistencies and Conflicts.................................43
     10.15    Renewal of Indebtedness.......................................43
     10.16    No Waiver.....................................................43
     10.17    APPLICABLE LAW................................................43
     10.18    Amendment.....................................................43
     10.19    Future Advances...............................................44
     10.20    Severability..................................................44
     10.21    Lender's Discretion...........................................44
     10.22    Entire Agreement..............................................44
     10.23    Counterparts..................................................44
     10.24    Privacy Statement.............................................44
     10.25    Controlling Agreement.........................................44
     10.26    Business Loans................................................45
     10.27    Arbitration and Waiver of Jury Trial..........................45
</Table>




                                       ii
<PAGE>


                       AMENDED AND RESTATED LOAN AGREEMENT

                  THIS AMENDED AND RESTATED LOAN AGREEMENT (this "AGREEMENT") is
made and entered into as of this 25th day of October, 2001, by and between
POWELL INDUSTRIES, INC., a Nevada corporation ("BORROWER"), and BANK OF AMERICA,
N.A., a national banking association ("LENDER").

                                   WITNESSETH:

                  In consideration of the mutual covenants and agreements herein
contained, Lender and Borrower agree as follows:

                                    SECTION 1
                                   DEFINITIONS

         1.1 Definitions. In addition to the defined terms set forth elsewhere
herein, the following terms shall have the meanings set forth below:

         "ACCOUNT DEBTOR" shall mean the party who is obligated on or under any
         Account.

         "ACCOUNTS", "CHATTEL PAPER", "EQUIPMENT", "FIXTURES", "GENERAL
         INTANGIBLES", "INSTRUMENTS", and "INVENTORY" shall have the same
         respective meanings as are assigned these terms under the Uniform
         Commercial Code, as adopted in Texas.

         "ADJUSTED LIBOR RATE" shall mean the lesser of (a) the LIBOR Rate, plus
         the Applicable Margin, or (b) the Maximum Rate.

         "ADJUSTED PRIME RATE" shall mean the lesser of (a) the Effective Prime
         Rate in effect on such day, plus the Applicable Margin, or (b) the
         Maximum Rate.

         "AFFILIATE" means, as to any Person, any other Person that, directly or
         indirectly, through one or more intermediaries controls, is controlled
         by, or is under common control with, such Person or any Subsidiary of
         such Person. The term "CONTROL" (including the terms "CONTROLLED BY" or
         "UNDER COMMON CONTROL WITH") 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, by
         contract, or otherwise.

         "APPLICABLE MARGIN" shall mean, with respect to interest rates for each
         Note, determined as of the last day of each fiscal quarter then most
         recently ended (except as hereafter provided), at such times as the
         relevant Funded Debt to EBITDA Ratio is in one of the following ranges,
         the percentage per annum set forth opposite such Funded Debt to EBITDA
         Ratio:


<PAGE>


<Table>
<Caption>
                                                         APPLICABLE     APPLICABLE
                                         APPLICABLE        MARGIN         MARGIN
         FUNDED DEBT                    MARGIN LIBOR     PRIME RATE     COMMITMENT
          TO EBITDA                       TRANCHES         TRANCHE         FEE
         -----------                    ------------     ----------     ----------
<S>                                     <C>              <C>            <C>

         less than 1.25X                     .75%             0%           .20%

         greater than or equal to
         1.25 x but less than 1.75X         1.00%             0%           .25%

         greater than or equal to
         1.75X                              1.25%             0%           .25%
</Table>


         The Applicable Margin will be determined from Borrower's most recent
         quarterly Compliance Certificate received by Lender as required by
         Section 6.1(d)(iv). The Applicable Margin will be in effect from the
         first day of the month following receipt of that Compliance Certificate
         until but not including the first day of the month following receipt of
         the next Compliance Certificate. Until the first day of the month
         following receipt by Lender of the Compliance Certificate for the
         fiscal quarter ending on October 31, 2001, the Applicable Margin will
         be based upon the applicable percentage per annum in the above table
         when the Funded Debt to EBITDA Ratio is less than 1.25 to 1.0. If any
         Compliance Certificate is not delivered on time as required by this
         Agreement, the Applicable Margin from the date such Compliance
         Certificate was due until Lender receives it will be the highest level
         set forth above.

         "AUTHORIZED OFFICER" shall mean, as to any Person, any officer of such
         Person who is duly authorized by the board of directors, or its
         equivalent, of such Person to execute the Loan Documents or any other
         documents or certificates to be executed by such Person hereunder in
         connection with this Agreement (and the transactions described herein).

         "AUTOBORROW AGREEMENT" shall mean the Autoborrow Service Agreement of
         even date herewith between Borrower and Lender, as may be modified,
         supplemented, restated, replaced, and amended.

         "AUTOBORROW SUBLIMIT" shall mean the amount of credit to Borrower
         provided in accordance with the terms of the Autoborrow Agreement
         (which is acknowledged and agreed to be $2,000,000.00).


                                       2
<PAGE>


         "BONDS" shall mean the $8,000,000.00 Illinois Development Finance
         Authority Industrial Development Revenue Bonds (Delta-Unibus, Inc.
         Project) Series 2001.

         "BORROWER" and "LENDER" shall mean the parties identified above.

         "BUSINESS DAY" shall mean a day, other than Saturday or Sunday, when
         Lender is open for conducting all of its normal commercial banking and
         other business activities.

         "CAPITALIZED LEASE OBLIGATION" shall mean any indebtedness represented
         by obligations under a lease that is required to be capitalized for
         financial reporting purposes in accordance with GAAP, and the amount of
         such indebtedness shall be the capitalized amount of such obligations
         determined in accordance with GAAP.

         "COMPLIANCE CERTIFICATE" shall mean that certain certificate in the
         form of Exhibit "A" attached hereto and made a part hereof for all
         purposes.

         "DEBT" of any Person means at any date, without duplication of amounts,
         (a) all indebtedness, obligations and liabilities of such Person for
         borrowed money, (b) all indebtedness, obligations and liabilities of
         such Person evidenced by bonds, debentures, notes, bankers acceptances
         or other similar instruments, whether recourse or non-recourse and
         whether secured or unsecured, (c) all obligations of such Person issued
         or assumed as the deferred purchase of property or services (other than
         unsecured accounts payable, accrued expenses, deferred compensation,
         and other pension, benefit and welfare expenses arising in the ordinary
         course of business), (d) all Capitalized Lease Obligations of such
         Person, (e) all obligations, after netting, of such Person in respect
         of Swap Contracts or other agreements, devices or arrangements designed
         to protect against fluctuations in commodity prices or currency
         exchange rates, (f) all amounts available for drawing under all letters
         of credit issued for the account of such Person and all amounts drawn
         under all such letters of credit for which such Person has an
         outstanding reimbursement obligation, (g) all mandatory obligations of
         such Person to redeem or repurchase its outstanding capital stock at
         any time prior to the date six (6) months after the Termination Date,
         (h) all synthetic leases and other off balance sheet obligations of
         such Person, (i) obligations of other Persons, whether or not assumed,
         secured by Liens upon property or payable out of the proceeds or
         production from Property owned or acquired by such Person, but only to
         the extent of such Property's fair market value, and (j) any
         liabilities of others of the type described in the preceding clauses
         (a) through (i) in respect of which such Person has incurred, assumed
         or acquired a liability by means of a Guaranty. For purposes of this
         Agreement, the Debt of any Person shall include the Debt of any


                                       3
<PAGE>


         partnership or joint venture to which such Person is a party, to the
         extent such Debt is recourse to such Person.

         "DEFAULT" shall mean any of the events specified in Section 8 of this
         Agreement, whether or not any requirement for the giving of notice or
         lapse of time or other condition precedent has been satisfied.

         "DISTRIBUTION" shall mean and include (a) the payment of any dividends
         or other distributions on capital stock of the corporation (except
         distributions in such stock) and (b) the redemption or acquisition of
         its securities unless made contemporaneously from the net proceeds of
         the sale of securities.

         "EBITDA" shall have the meaning assigned to that term in Section
         6.1(a)(ii).

         "EFFECTIVE PRIME RATE" shall mean (a) for that portion of the principal
         balance of any Note that does not exceed $5,000,000.00, the Prime Rate,
         minus one-half percent (1/2%) per annum, and (b) for that portion of
         the principal balance of any Note equal to or in excess of
         $5,000,000.00, the Prime Rate.

         "ENVIRONMENTAL COMPLAINT" shall mean any written or oral complaint,
         order, directive, claim, citation, notice of environmental report or
         investigation, or other notice by any Governmental Authority or any
         other Person with respect to (a) air emissions, (b) spills, releases,
         or discharges to soils, any improvements located thereon, surface
         water, groundwater, or the sewer, septic, waste treatment, storage, or
         disposal systems servicing any Property of Borrower, (c) solid or
         liquid waste disposal, (d) the use, generation, storage,
         transportation, or disposal of any Hazardous Substance, or (e) other
         environmental, health, or safety matters affecting any Property of
         Borrower or the business conducted thereon.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
         as amended, from time to time, and the rules and regulations
         promulgated thereunder and the interpretations thereof.

         "EVENT OF DEFAULT" shall mean any of the events specified in Section 8
         of this Agreement, provided that any applicable requirements
         specifically provided for in Section 8 for notice, lapse of time, or
         otherwise have been satisfied.

         "FINANCIAL STATEMENTS" shall mean the financial statements of Borrower
         and Guarantors, which have been delivered to Lender as a condition
         precedent to Lender's obligations under and pursuant to this Agreement.

         "FUNDED DEBT TO EBITDA RATIO" shall mean a ratio, calculated on a
         consolidated basis, of all outstanding liabilities for borrowed money
         and


                                       4
<PAGE>


         other interest-bearing liabilities, including current and long-term
         debt (which shall include, without limitation, the Bonds), less the
         non-current portion of Subordinated Liabilities, to EBITDA. The Funded
         Debt to EBITDA ratio shall be calculated quarterly as of the end of
         each fiscal quarter on a rolling four quarter basis.

         "GAAP" shall mean generally accepted accounting principles established
         by the Financial Accounting Standards Board or the American Institute
         of Certified Public Accountants and in effect in the United States from
         time to time, applied on a basis consistent with that of the preceding
         fiscal year of Borrower, reflecting only such changes in accounting
         principles or practice with which the independent public accountants of
         Borrower concur.

         "GOVERNMENTAL AUTHORITY" shall mean any nation, country, commonwealth,
         territory, government, state, county, parish, municipality, agency, or
         other political subdivision and any entity exercising executive,
         legislative, judicial, regulatory, or administrative functions of or
         pertaining to government, including, without limitation, any state
         agencies and Persons responsible in whole or in part for environmental
         matters in the states in which Borrower is located or otherwise
         conducting its business activities and the United States Environmental
         Protection Agency.

         "GUARANTORS" shall mean, collectively, all Subsidiaries of Borrower,
         whether now existing or hereafter created and/or acquired.

         "GUARANTY" means, for any Person, without duplication, any liability,
         contingent or otherwise, of such Person guaranteeing or otherwise
         becoming liable for any obligation of any other Person (the "PRIMARY
         OBLIGOR") in any manner, whether directly or indirectly, and including,
         without limitation, any liability of such Person, direct or indirect,
         (a) to purchase or pay (or advance or supply funds for the purchase or
         payment of) such obligation or to purchase (or to advance or supply
         funds for the purchase of) any security for the payment of such
         obligation, (b) to purchase or lease property, securities or services
         for the purpose of assuring the owner of such obligation of the payment
         of such obligation, (c) to maintain working capital, equity capital or
         other financial statement condition or liquidity of the primary obligor
         so as to enable the primary obligor to pay such obligation, or (d)
         otherwise to assure the owner of such obligation against loss in
         respect thereof; provided, that the term "GUARANTY" does not include
         endorsements for collection or deposit in the ordinary course of the
         endorser's business.

         "HAZARDOUS SUBSTANCES" shall mean flammables, explosives, radon,
         radioactive materials, hazardous wastes, asbestos, urea formaldehyde
         foam insulation, or any material containing asbestos, polychlorinated
         biphenyls (PCBs), toxic substances or related materials, petroleum,


                                       5
<PAGE>


         petroleum products, methane, associated oil or natural gas exploration,
         production, and development wastes, or any "hazardous substances,"
         "hazardous materials," "hazardous wastes," "toxic substances," or
         related materials, as defined in the Comprehensive Environmental
         Response, Compensation and Liability Act of 1980, as amended, the
         Superfund Amendments and Reauthorization Act, as amended, the Hazardous
         Materials Transportation Act, as amended, the Resource Conservation and
         Recovery Act, as amended, the Toxic Substances Control Act, as amended,
         or any other law or regulation now or hereafter enacted or promulgated
         by any Governmental Authority.

         "INTELLECTUAL PROPERTY" shall mean patents, patent applications,
         trademarks, tradenames, copyrights, technology, know-how, and
         processes.

         "INVESTMENT" shall mean a payment or obligation made or incurred by a
         Person in the form of cash, loans, guaranties, open accounts, transfers
         of property, and other extensions of credit.

         "LETTER OF CREDIT" shall mean a standby or commercial letter of credit
         issued by Lender for the account of Borrower either prior to date
         hereof pursuant to the Prior Loan Agreement or otherwise, or pursuant
         to Section 3.2.

         "LETTER OF CREDIT EXPOSURE" shall mean, at any time, the aggregate
         amount available for drawing under all outstanding Letters of Credit at
         such time (but shall not include exposure related to the letter of
         credit issued under the Letter of Credit Reimbursement Agreement).

         "LETTER OF CREDIT FEES" shall mean the fees payable under Section 3.7.

         "LETTER OF CREDIT REIMBURSEMENT AGREEMENT" shall mean the Letter of
         Credit Reimbursement Agreement of even date herewith between Lender and
         Delta-Unibus Corp., and relating to Lender's agreement to provide
         credit support for the Bonds, as it may be modified, amended,
         supplemented, and restated from time to time.

         "LIEN" shall mean any interest in Property securing an obligation owed
         to, or a claim by, a Person other than the owner of the Property,
         whether such interest is based on the common law, statute or contract,
         and including, but not limited to, the security interest, security
         title or lien arising from a security agreement, mortgage, deed of
         trust, deed to secure debt, encumbrance, pledge, conditional sale or
         trust receipt or a lease, consignment or bailment for security
         purposes. The term "LIEN" shall include reservations, exceptions,
         encroachments, easements, right-of-way, covenants, conditions,
         restrictions, leases and other title exceptions


                                       6
<PAGE>


         and encumbrances affecting Property. For the purpose of this Agreement,
         Borrower shall be deemed to be the owner of any Property which it
         either has acquired or holds subject to a conditional sale agreement or
         other arrangement pursuant to which title to the Property has been
         retained by or vested in some other Person for security purposes.

         "LOAN DOCUMENTS" shall mean this Agreement, the Notes, the Autoborrow
         Agreement, the agreements entered into with respect to Subordinated
         Liabilities, the Subsidiary Guaranty, and such other instruments,
         documents, and agreements evidencing, securing, or pertaining to the
         loans evidenced by the Notes, which have heretofore been or hereafter
         are from time to time executed and delivered to Lender by Borrower, or
         any other Person pursuant to this Agreement.

         "MATERIAL ADVERSE CHANGE" shall mean any act, circumstance, or event
         (including, without limitation, any announcement of action) which (a)
         causes an Event of Default, (b) otherwise could reasonably be expected
         to be material and adverse to the financial condition or operations of
         Borrower, or (c) in any manner could reasonably be expected to
         materially and adversely affect the validity or enforceability of any
         Loan Document.

         "MAXIMUM RATE" shall mean, on any day, the maximum nonusurious rate of
         interest permitted for that day by whichever of applicable federal or
         Texas law permits the higher interest rate, stated as a rate per annum.
         On each day, if any, that the Texas Finance Code, as supplemented by
         art. 1D.003 of the Texas Credit Title, as it may from time to time be
         amended (the "TEXAS CREDIT CODE"), establishes the Maximum Rate, the
         Maximum Rate shall be the "WEEKLY RATE CEILING", referred to Section
         303.002 of the Texas Finance Code, after application of Sections
         303.009 of the Texas Finance Code, for that day. Provided, however,
         that to the extent permitted by applicable law, Lender reserves the
         right to change, from time to time by further notice and disclosure to
         Borrower, the ceiling on which the Maximum Rate is based under the
         Texas Finance Code; and, provided further, that the "highest
         non-usurious rate of interest permitted by applicable law" for purposes
         of this Agreement shall not be limited to the applicable rate ceiling
         under the Texas Finance Code if federal laws or other state laws now or
         hereafter in effect and applicable to this Agreement (and the interest
         contracted for, charged and collected thereunder) shall permit a higher
         rate of interest.

         "NOTES" shall mean the Revolving Note, the Term Note A, and any other
         note heretofore or hereafter executed and delivered by Borrower to
         Lender, together with all renewals, increases, replacements,
         extensions, modifications, and rearrangements of any of the foregoing,
         as may be entered into from time to time by Borrower and Lender.


                                       7
<PAGE>


         "OBLIGATIONS" shall mean all indebtedness, obligations, and liabilities
         of Borrower to Lender of every nature and description, now or hereafter
         existing or arising, whether such indebtedness is direct or indirect,
         primary or secondary, fixed or contingent or arises out of or is
         evidenced by a promissory note, deed of trust, security agreement, open
         account, overdraft, endorsement, surety agreement, guaranty, or
         otherwise, including, without limitation, all such obligations,
         liabilities, and indebtedness of Borrower to Lender (or any affiliate
         of Lender) under or in connection with the Loan Documents and any Swap
         Contract. Obligations shall include all renewals, extensions and
         rearrangements of any of the above described obligations and
         indebtedness.

         "OSHA" shall mean the Occupational Safety and Health Act and all rules
         and regulations from time to time promulgated thereunder and all
         amendments thereof and thereto.

         "PAST DUE RATE" shall mean the lesser of (a) the Adjusted Prime Rate,
         plus 2% per annum or (b) the Maximum Rate.

         "PERMITTED DEBT" of Borrower shall mean:

                           (a) the Debt included in the Obligations;

                           (b) any interest swap or hedging agreements entered
                  into with Lender or with any other institution (to the extent
                  approved by Lender);

                           (c) Subordinated Liabilities;

                           (d) Debt arising from endorsing negotiable
                  instruments for collection in the ordinary course of business;

                           (e) unsecured trade payables that are for goods
                  furnished or services rendered in the ordinary course of
                  business and that are payable in accordance with customary
                  trade terms;

                           (f) Debt related to the Bonds; and

                           (g) additional Debt up to an aggregate amount of
                  $5,000,000.00 at any one time outstanding (which Debt may not
                  be senior to the Obligations).

         "PERMITTED INVESTMENTS" shall mean:

                           (a) securities with maturities of one year or less
                  from the date of acquisition issued or fully guaranteed or
                  insured by the United States Government or any agency thereof;


                                       8
<PAGE>


                           (b)      certificates of deposit and Eurodollar time
                                    deposits with maturities of one year of less
                                    from the date of acquisition and overnight
                                    bank deposits of any commercial bank (i)
                                    having capital and surplus in excess of
                                    $500,000,000.00 or (ii) which has a
                                    short-term commercial paper rating which
                                    satisfies the requirements set forth in
                                    clause (d) of this definition;

                           (c)      repurchase obligations of any commercial
                                    bank satisfying the requirements of clause
                                    (b) or this definition, having a term of not
                                    more than 30 days with respect to securities
                                    issued, fully guaranteed or insured by the
                                    United States Government or any agency
                                    thereof;

                           (d)      commercial paper rated P-1 by Moody's
                                    Investors Service, Inc. or A-1 by Standard &
                                    Poor's Ratings Group on the date of
                                    acquisition;

                           (e)      securities with maturities of one year or
                                    less from the date of acquisition which are
                                    issued, insured, or fully guaranteed by any
                                    state, commonwealth or territory of the
                                    United States or by any political
                                    subdivision or taxing authority of such
                                    state, commonwealth or territory;

                           (f)      securities with maturities of one year or
                                    less from the date of acquisition backed by
                                    standby letters of credit issued by any
                                    commercial bank satisfying the requirements
                                    of clause (b) of this definition;

                           (g)      shares of money market mutual or similar
                                    funds which invest primarily in assets
                                    satisfying the requirements of clauses (a)
                                    through (f) of this definition;

                           (h)      time deposits and certificates of deposit in
                                    Lender and other investments, securities and
                                    products offered by Lender (including
                                    Eurodollar deposits);

                           (i)      expense accounts for, and other advances to,
                                    directors, officers, and employees in the
                                    ordinary course of business;

                           (j)      demand deposit accounts maintained in the
                                    ordinary course of business;


                                       9
<PAGE>


                           (k)      current trade and customer accounts
                                    receivable that are for goods furnished or
                                    services rendered in the ordinary course of
                                    business and that are payable in accordance
                                    with customary trade terms; and

                           (l)      acquisitions of stock and assets of third
                                    Persons up to an aggregate amount not to
                                    exceed $10,000,000.00.

         "PERMITTED LIENS" shall mean, as applied to the Property of any
specified Person:

                           (a) Liens created pursuant to any Loan Document;

                           (b) Liens for taxes and other impositions imposed by
                  a Governmental Authority if the same are not at the time due
                  and delinquent or are being contested in good faith and by
                  appropriate proceedings, and if the specified Person has set
                  aside on its books such reserves as may be required by GAAP;

                           (c) Liens of carriers, warehousemen, mechanics,
                  laborers, materialmen, and landlords and other similar Liens
                  arising by operation of law for sums not yet due or being
                  contested in good faith and by appropriate proceedings, if the
                  specified Person has set aside on its books such reserves as
                  may be required by GAAP, or which have been subordinated in a
                  manner satisfactory to Lender;

                           (d) Liens incurred in the ordinary course of the
                  specified Person's business in connection with workmen's
                  compensation, unemployment insurance and other social security
                  legislation (other than pursuant to ERISA or Section 412(n) of
                  the Code) or to secure liabilities to insurance carriers under
                  insurance or self-insurance arrangements and other obligations
                  of a like nature, so long as, in each case with respect to
                  this clause (d), such Liens do not secure obligations
                  constituting Debt;

                           (e) rights reserved to or vested in any Governmental
                  Authority by the terms of any right, power, franchise, grant,
                  license or permit, or by any provision of law, to terminate
                  such right, power, franchise, grant, license or permit or to
                  purchase, condemn, expropriate or recapture or to designate a
                  purchaser of any of the Property of the specified Person;


                                       10
<PAGE>


                           (f) Liens upon Property, including any attachment of
                  Property or other legal process, prior to adjudication of a
                  dispute on the merits, if the same are being contested in good
                  faith and by appropriate proceedings and if the specified
                  Person has set aside on its books such reserves as may be
                  required by GAAP;

                           (g) good faith pledges or deposits made to secure
                  performance of bids, tenders, contracts (other than for the
                  repayment of borrowed money) or leases (other than for
                  Capitalized Lease Obligations), or to secure statutory
                  obligations, surety or appeal bonds, or indemnity, performance
                  or other similar bonds in the ordinary course of business; and

                           (h) any interest or title of a lessor in assets being
                  leased to Borrower (other than for Capitalized Lease
                  Obligations).

         "PERSON" shall mean any individual, corporation, partnership, joint
         venture, association, joint stock company, trust, unincorporated
         organization, government or any agency or political subdivision
         thereof, or any other form of entity.

         "PLAN" shall mean an employee benefit plan of Borrower subject to
         ERISA.

         "PRIOR LOAN AGREEMENT" shall mean the Business Loan Agreement dated
         August 21, 1997, between Borrower and Lender, as modified,
         supplemented, and amended from time to time.

         "PROPERTY" shall mean any interest in any kind of property or asset,
         whether real, personal or mixed, tangible or intangible.

         "RELEASE OF HAZARDOUS SUBSTANCES" shall mean any emission, spill,
         release, leak, disposal, or discharge, except in accordance with a
         valid permit, license, certificate, or approval of the relevant
         Governmental Authority, of any Hazardous Substance into or upon (a) the
         air, (b) soils or any improvements located thereon, (c) surface water
         or groundwater, or (d) the sewer or septic system, or the waste
         treatment, storage, or disposal system servicing any Property of
         Borrower.

         "REPORTABLE EVENT" shall mean a reportable event as defined by ERISA.

         "REQUIREMENT OF LAW" shall mean, as to any Person, the certificate or
         articles of incorporation and by-laws or other organizational or
         governing documents of such Person, and any applicable law, treaty,
         ordinance,


                                       11
<PAGE>


         order, judgment, rule, decree, regulation, or determination of an
         arbitrator, court, or other Governmental Authority, including, without
         limitation, rules, decrees, judgments, regulations, orders, and
         requirements for permits, licenses, registrations, approvals, or
         authorizations (and any authoritative interpretation of any of the
         foregoing), in each case as such now exist or may be hereafter amended
         and are applicable to or binding upon such Person or any of its
         property or to which such Person or any of its property is subject.

         "REVOLVING NOTE" shall mean that certain promissory note of Borrower
         dated of even date herewith, in the maximum amount of $25,000,000.00,
         payable to the order of Lender, in substantially the form of Exhibit
         "B", and any and all renewals, extensions, modifications, replacements,
         substitutions, increases, and rearrangements thereof.

         "SUBORDINATED LIABILITIES" shall have the meaning assigned to that term
         in Section 6.1(a)(i).

         "SUBSIDIARY" shall mean, as to any Person, a corporation of which
         shares of stock having ordinary voting power (other than stock having
         such power only by reason of the happening of a contingency) to elect a
         majority of the board of directors or other managers of such
         corporation are at the time owned, or the management of which is
         otherwise controlled, directly or indirectly through one or more
         intermediaries, or both, by such Person.

         "SUBSIDIARY GUARANTY" shall mean the Subsidiary Guaranty dated of even
         date herewith, executed by each Subsidiary of Borrower, guaranteeing,
         among other things, the payment and performance of the Notes as
         provided therein.

         "SWAP CONTRACT" shall mean any document, instrument, or agreement
         between Borrower and Lender or any affiliate of Lender, now existing or
         entered into in the future, relating to an interest rate swap
         transaction, forward rate transaction, interest rate cap, floor or
         collar transaction, any similar transaction, any option to enter into
         any of the foregoing, and any combination of the foregoing, which
         agreement may be oral or in writing, including, without limitation, any
         master agreement relating to or governing any or all of the foregoing
         and any related schedule or confirmation, each as amended from time to
         time.

         "TERMINATION DATE" shall mean the earlier to occur of (a) February 28,
         2003, or (b) an Event of Default.

         "TERM NOTE A" shall mean the Promissory Note dated of even date
         herewith, in the face amount of $5,714,285.68, executed by Borrower to
         the order of Lender, in substantially the form of Exhibit "C", and all
         modifications, extensions, increases, renewals, restatements, and
         rearrangements thereof.


                                       12
<PAGE>


         1.2 Accounting Terms. All accounting terms used in Section 5.1 and
elsewhere in this Agreement and the other Loan Documents which are not
specifically defined herein shall be construed in accordance with GAAP
consistent with such principles. In the event that changes in GAAP shall be
mandated by the Financial Accounting Standards Board and/or the American
Institute of Certified Public Accountants or any similar accounting body of
comparable standing, or shall be recommended by Borrower's certified public
accountants, to the extent that such changes would modify such accounting terms
or the interpretation or computation thereof as contemplated by this Agreement
at the time of execution hereof, then in such event, such changes shall be
followed in defining such accounting terms only after Lender and Borrower amend
this Agreement to reflect the original intent of such terms in light of such
changes, and such terms shall continue to be applied and interpreted without
such change until such agreement.

         1.3 Other Terms. All other terms contained in this Agreement shall
have, when the context so indicates, the meanings provided for in the Uniform
Commercial Code, as adopted in Texas, to the extent the same are used or defined
therein.

         1.4 References. References in this Agreement to Section or Exhibit
numbers shall be to Sections and Exhibits of this Agreement, unless expressly
stated to the contrary. References in this Agreement to "hereby," "herein,"
"hereinabove," "hereinafter," "hereinbelow," "hereof," and "hereunder" shall be
to this Agreement in its entirety and not only to the particular Section or
Exhibit in which such reference appears.

         1.5 Sections. This Agreement, for convenience only, has been divided
into Sections; and it is understood that the rights and other legal relations of
the parties hereto shall be determined from this instrument as an entirety and
without regard to the aforesaid division into Sections and without regard to
headings prefixed to such Sections.

         1.6 Number and Gender. Whenever the context requires, reference herein
made to the single number shall be understood to include the plural; and
likewise, the plural shall be understood to include the singular. Definitions of
terms defined in the singular or plural shall be equally applicable to the
plural or singular, as the case may be, unless otherwise indicated. Words
denoting sex shall be construed to include the masculine, feminine and neuter,
when such construction is appropriate; and specific enumeration shall not
exclude the general but shall be construed as cumulative.

         1.7 Incorporation of Exhibits. The Exhibits attached to this Agreement
are incorporated herein and shall be considered a part of this Agreement for all
purposes.


                                       13
<PAGE>


         1.8 Certain Other Matters of Construction. All references to statutes
and related regulations shall include any amendments of same and any successor
statutes and regulations. All references to any instruments or agreements,
including, without limitation, references to any of the Loan Documents, shall
include any and all modifications or amendments thereto and any and all
extensions or renewals thereof. Current, for purposes of this Agreement, shall
mean within 30 days from the applicable date. The use of the word "and" in a
sequence shall mean "and/or." Knowledge, for purposes of this Agreement shall
mean actual and constructive knowledge.

         1.9 Calculation of Financial Covenants. All financial covenants will be
calculated for purposes of this Agreement in dollars. For purposes of
determining compliance therewith, all financial covenants shall be calculated on
a consolidated basis for Borrower and its Subsidiaries (after deducting
intercompany transactions).

                                    SECTION 2
                                   CONDITIONS

         2.1 Conditions to Initial Advance by Lender. Subject to the terms and
provisions of Section 2.2 hereof, the obligations of Lender to enter into this
Agreement and to make its initial advance under this Agreement are subject to
the full, complete, and timely satisfaction of each of the following conditions
precedent as of the date hereof:

                  (a) Lender shall have received each of the following and found
         them each to be satisfactory:

                           (i) each of the Loan Documents, in properly executed
                  form;

                           (ii) if and to the extent required by Lender, the
                  organizational documents of Borrower and Guarantors, together
                  with any and all modifications thereof as of the date hereof;

                           (iii) all Certificates of Authority, Certificates of
                  Good Standing, Certificates of Existence, resolutions (with
                  secretary's certificate), Secretary's Certificates of
                  Incumbency, and all other documents required by Lender to
                  evidence Borrower and Guarantors and their representatives are
                  empowered and duly authorized to enter into the agreements
                  evidenced by the Loan Documents;

                           (iv) all financial statements and other information
                  related thereto required by Lender in connection with
                  Borrower's application for the loans described in this
                  Agreement; and

                           (v) results of a search of the UCC records of the
                  Texas Secretary of State and such other States as are required
                  by


                                       14
<PAGE>


                  Lender, from a source acceptable to Lender, reflecting no
                  liens or security interests against any Property of Borrower
                  or Guarantors other than Permitted Liens;

                  (b) No Material Adverse Change shall have occurred;

                  (c) The representations and warranties contained in Section 5
         shall, except as affected by the transactions contemplated by this
         Agreement, be true and unbreached;

                  (d) No Default or no Event of Default shall have occurred and
         be continuing;

                  (e) All other applicable requirements of this Agreement and
         the other Loan Documents shall have been fully and completely
         satisfied;

                  (f) All legal matters incident to the consummation of the
         transactions contemplated under this Agreement shall be satisfactory to
         Gardere Wynne Sewell LLP, special counsel for Lender; and

                  (g) As security for the payment of the Notes and the
         performance of the Obligations, Lender shall have received, in addition
         to the items set forth elsewhere in this Section, all other instruments
         reasonably required by Lender to give Lender a first and prior
         perfected lien and security interest in and to the collateral covered
         by the Loan Documents.

         2.2 Conditions Precedent to Future Advances. The obligation of Lender
under this Agreement to make any advances under the Revolving Note after the
date of this Agreement, in accordance with the terms and provisions of Section 3
of this Agreement, are subject to the full and complete satisfaction of each of
the following conditions precedent as of the date of such advance or payment:

                  (a) The representations and warranties set forth in Section 5
         of this Agreement shall be true and correct as of the date of the
         making of such advance or payment with the effect as though the
         representation or warranty had been made on this date;

                  (b) No Default or Event of Default shall have occurred and be
         continuing, or will result from, the making of such advance; and

                  (c) All conditions set forth in Section 2.1 shall be then
         fully and completely satisfied (including, without limitation, any
         condition precedent waived, in whole or in part, by Lender in
         connection with the initial advance or any subsequent advance), and all
         terms and provisions of Section 3 of this Agreement shall then be fully
         and completely satisfied.


                                       15
<PAGE>


                                    SECTION 3
                                 THE COMMITMENT

         3.1 Revolving Loan.

                  (a) Subject to the full, complete, and timely satisfaction of
         each of the terms and conditions of Sections 2.1, 2.2, and 3.4 of this
         Agreement and as elsewhere set forth herein, and relying on the
         representations and warranties of Borrower hereinafter set forth,
         Lender agrees to make available to Borrower a revolving line of credit
         pursuant to which Borrower may borrow, repay, and reborrow under the
         terms of this Agreement on or after the date hereof and prior to the
         Termination Date, amounts not exceeding at any one time outstanding an
         aggregate principal amount equal to $25,000,000.00, minus the Letter of
         Credit Exposure which revolving loan shall be evidenced by the
         issuance, execution, and delivery of the Revolving Note.

                  (b) Letter of Credit. Subject to and upon the terms,
         covenants, and conditions of this Agreement, Lender shall issue Letters
         of Credit for the account of Borrower or any of its Subsidiaries from
         time to time for any of the purposes of which Borrower, can obtain an
         advance under the Revolving Note, provided, that (i) each Letter of
         Credit shall be issued on a Business Day, (ii) after the issuance of
         any Letter of Credit, the Letter of Credit Exposure, plus the
         outstanding balance of Revolving Note, plus an amount equal to the
         Autoborrow Sublimit minus outstanding extensions of credit under the
         Autoborrow Agreement, must be less than or equal to $25,000,000.00, and
         (iii) when issued, (x) if the face amount of such Letter of Credit is
         greater than $1,000,000.00, such Letter of Credit must have an
         expiration date of no later than the Termination Date, and (y) if the
         face amount of such Letter of Credit is $1,000,000.00 or less, such
         Letter of Credit may have an expiration date up to 364 days after the
         Termination Date.






                                       16
<PAGE>



         3.2 Method of Issuing Letters of Credit.

                  (a) Issuance of Letters of Credit. Borrower shall be entitled
         to have a Letter of Credit issued by Lender for its or any Guarantor's
         account upon delivery of a written request therefor by an Authorized
         Officer of Borrower to Lender prior to 12:00 noon (Houston time) at
         least three Business Days prior to the proposed issuance date selected
         by each Borrower in such request, together with a completed and
         executed letter of credit application and agreement on the customary
         form of Lender then in effect (the "LOC APPLICATION"). In the event of
         a conflict between the provisions of the LOC Application and this
         Agreement, the provisions of this Agreement shall govern. The requested
         terms of such Letter of Credit shall be reasonably acceptable to
         Lender. Upon satisfaction of the applicable conditions precedent set
         forth in subsection (b) below and subject to the other terms and
         conditions of this Agreement, Lender shall use reasonable efforts to
         issue such Letter of Credit within three Business Days after receipt by
         Lender of the LOC Application therefor. Borrower agrees and
         acknowledges that it is primarily liable for all reimbursement
         obligations related to any Letter of Credit issued to the account of a
         Guarantor.

                  (b) Conditions of Letters of Credit. The obligation of Lender
         to issue any Letter of Credit is subject to the satisfaction by
         Borrower of the following conditions and requirements:

                           (i) timely receipt by Lender of a fully completed LOC
                  Application and such other information relating to the
                  requested Letter of Credit as Lender may reasonably request;

                           (ii) timely receipt of a written request as provided
                  for in Section 3.2(a);

                           (iii) all other conditions precedent listed in
                  Section 2.2 shall be fully satisfied; and

                           (iv) timely receipt by Lender of the Letter of Credit
                  Fee payable pursuant to Section 3.8.

                  (c) Payment of Letter of Credit Drawings. The payment by
         Lender of a draft drawn under any Letter of Credit shall constitute for
         all purposes of this Agreement the making by Lender of an advance under
         the Revolving Note in the amount of such payment, which shall be due
         and payable by Borrower upon payment of the advance.

                  (d) Obligations. The obligations of Borrower under this
         Agreement and the other Loan Documents (including without limitation
         the obligation of Borrower to reimburse the Lender for draws under any
         Letter of Credit) shall be absolute, unconditional, and irrevocable,
         and shall be performed strictly in accordance with the terms of this
         Agreement and the other Loan Documents under all circumstances
         whatsoever, including without limitation the following circumstances:



                                       17
<PAGE>


                           (i) Any lack of validity or enforceability of any
                  Letter of Credit or any other Loan Document;

                           (ii) Any amendment or waiver of or any consent to
                  departure from any Loan Document;

                           (iii) The existence of any claim, set-off,
                  counterclaim, defense or other rights which Borrower or any
                  other Person may have at any time against any beneficiary of
                  any Letter of Credit, the Lender, or any other Person, whether
                  in connection with this Agreement or any other Loan Document
                  or any unrelated transaction;

                           (iv) Any statement, draft, or other document
                  presented under any Letter of Credit proving to be forged,
                  fraudulent, invalid, or insufficient in any respect or any
                  statement therein being untrue or inaccurate in any respect
                  whatsoever;

                           (v) Payment by the Lender under any Letter of Credit
                  against presentation of a draft or other document which does
                  not comply with the terms of such Letter of Credit; or

                           (vi) Any other circumstance or happening whatsoever,
                  whether or not similar to any of the foregoing.

Borrower assumes all risks of the acts or omissions of any beneficiary of any
Letter of Credit with respect to its use of such Letter of Credit. Neither the
Lender nor any of its officers or directors shall have any responsibility or
liability to Borrower or any other Person for: (1) the failure of any draft to
bear any reference or adequate reference to any Letter of Credit, or the failure
of any documents to accompany any draft at negotiation, or the failure of any
Person to surrender or to take up any Letter of Credit or to send documents
apart from drafts as required by the terms of any Letter of Credit, or the
failure of any Person to note the amount of any instrument on any Letter of
Credit, each of which requirements, if contained in any Letter of Credit itself,
it is agreed may be waived by the Lender, (2) errors, omissions, interruptions,
or delays in transmission or delivery of any messages, (3) the validity,
sufficiency, or genuineness of any draft or other document, or any
endorsement(s) thereon, even if any such draft, document or endorsement should
in fact prove to be in any and all respects invalid, insufficient, fraudulent,
or forged or any statement therein is untrue or inaccurate in any respect, (4)
the payment by the Lender to the beneficiary of any Letter of Credit against
presentation of any draft or other document that does not comply with the terms
of the Letter of Credit, or (5) any other circumstance whatsoever in making or
failing to make any payment under a Letter of Credit. The Borrower shall have a
claim against the Lender,


                                       18
<PAGE>


and the Lender shall be liable to the Borrower, to the extent of any direct, but
not consequential, damages suffered by the Borrower which the Borrower proves in
a final non-appealable judgment were caused by (x) the Lender's willful
misconduct or gross negligence in determining whether documents presented under
any Letter of Credit complied with the terms thereof or (y) the Lender's willful
failure to pay under any Letter of Credit after presentation to it of documents
strictly complying with the terms and conditions of such Letter of Credit. The
Lender may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary. If any Event of Default shall occur and be
continuing, the Borrower shall, if requested by the Lender, immediately deposit
with and pledge to the Lender cash or cash equivalent investments (acceptable as
to type and value by Lender in its sole discretion) in an amount equal to the
outstanding face amount of all outstanding Letter(s) of Credit as security for
the Obligations.

         3.3 Purpose. All funds borrowed pursuant to this Agreement for the loan
evidenced by the Revolving Note shall be used for working capital and general
corporate purposes. The proceeds of Term Note A have been used as provided for
in the Prior Loan Agreement.

         3.4 Borrowing Procedure for Revolving Note. Subject to the terms and
provisions of this Agreement and the terms of the Notes, except for extensions
of credit to be made under the terms of the Autoborrow Agreement, Borrower shall
give Lender notice, in a form acceptable to Lender, of each request for an
advance under the Revolving Note. Each such notice shall be received by Lender
not later than 2:00 p.m., Houston, Texas time, on the date of the requested
advance. Further, each such notice shall specify: (a) the aggregate principal
amount of such proposed advance (which, notwithstanding anything herein or any
other Loan Document to the contrary, shall not be in any single instance less
than an aggregate amount of $100,000.00); and (b) the proposed date of the
advance (which shall be on a Business Day). Lender, at its option, may accept
telephonic requests for advances, provided that such acceptance shall not
constitute a waiver of the Lender's right to delivery of a written notice in
connection with subsequent advances and further provided that all such
telephonic requests are immediately confirmed by Borrower in writing, whether by
facsimile or otherwise. Not later than 5:00 p.m., Houston, Texas time, on the
date specified for each advance hereunder, subject to the terms and conditions
of this Agreement (including, without limitation, that no Event of Default has
occurred and is then existing and that no representation or warranty set forth
in this Agreement is then false or untrue), Lender will make such advances
available to Borrower by depositing the same, in immediately available funds, in
an account of Borrower (designated by the Borrower) maintained with Lender at
the principal office of Lender in Houston, Texas, or by such other means as is
acceptable to Lender and Borrower. Notwithstanding the foregoing, Borrower shall
be entitled to obtain advances under the Revolving Note up to the Autoborrow
Sublimit in the manner provided for in the Autoborrow Agreement (it being agreed
and acknowledged that an amount equal to the Autoborrow Sublimit has been
reserved by Lender for advances to be made available to Borrower under the
Revolving Note


                                       19
<PAGE>


pursuant to the Autoborrow Agreement and Borrower shall not be entitled to make
requests for advances of that portion of the Revolving Note in any other
manner).

         3.5 Payments. All payments made by Borrower under this Agreement or the
Notes or the other Loan Documents, shall be in immediately available funds, not
later than 2:00 p.m., Houston time, on the date that such payment is required to
be made, to Lender at 700 Louisiana, 7th Floor, Houston, Texas 77002, or such
other address provided by Lender. Any payment received after 2:00 p.m., Houston
time, shall be deemed to have been received on the next Business Day. If the
date for any payment due under the Loan Documents falls on a day which is not a
Business Day, such payment date shall be deemed to have fallen on the next
following Business Day.

         3.6 Payments of Subordinated Liabilities. Scheduled payments (but no
prepayments) may be made on Subordinated Liabilities prior to the occurrence of
a Default or an Event of Default, unless the payment would cause a Default or an
Event of Default to occur as a result of the payment or the payment is not
otherwise permitted under the terms of an Agreement relating to such
Subordinated Liabilities. Borrower shall not modify the time for any amount of
scheduled payments or Subordinated Liabilities without the written consent of
Lender.

         3.7 Assignment of Accounts. As security for the payment and/or
performance of the Obligations, Borrower hereby transfers, assigns, and pledges
to Lender and/or grants to Lender a security interest in all funds of Borrower
now or hereafter or from time to time on deposit with Lender, with such interest
of Lender to be retransferred, reassigned, and/or released by Lender, as the
case may be, at the expense of Borrower upon payment in full and/or complete
performance by Borrower of all Obligations. All remedies as secured party or
assignee of such funds shall be exercisable by Lender upon the occurrence and
during the continuance of any Event of Default, regardless of whether the
exercise of any such remedy would result in any penalty or loss of interest or
profit with respect to any withdrawal of funds deposited in a time deposit
account prior to the maturity thereof. Furthermore, Borrower hereby grants to
Lender the right, exercisable at such time as any Obligation shall mature,
whether by acceleration of maturity or otherwise, of offset or banker's lien
against all funds of Borrower now or hereafter or from time to time on deposit
with Lender, regardless of whether the exercise of any such remedy would result
in any penalty or loss of interest or profit with respect to any withdrawal of
funds deposited in a time deposit account prior to the maturity thereof. Unless
an Event of Default shall have occurred and shall be continuing, Borrower shall
have the unfettered right to use any of such funds as Borrower deems appropriate
in the operation of Borrower's business.

         3.8 Fees.

                  (a) Unused Commitment Fee. Borrower agrees to pay a fee on any
         difference between the maximum principal amount available under the
         Revolving Note (being the face amount of the Revolving Note) and the
         amount of credit it actually uses, determined by the average of the
         daily amount of credit


                                       20
<PAGE>


         outstanding during the specified period. The fee will be calculated
         based on the Applicable Margin for Unused Commitment Fees in effect
         from time to time. This fee is due in arrears on December 31, 2001, and
         on the last day of each successive third calendar month thereafter
         until and including the Termination Date.

                  (b) Letter of Credit Fees. Notwithstanding anything herein to
         the contrary, on the date any Letter of Credit is issued, as
         consideration therefor, Borrower shall pay to Lender a fee equal to (i)
         5/8% per annum for each Letter of Credit with an expiration date less
         than 365 days, and (ii) 3/4% per annum for each Letter of Credit with
         an expiration date of 365 days or more.

         3.9 Overdrafts. At Lender's sole option in each instance, Lender may do
one of the following:

                  (a) Lender may make advances under a Note to prevent or cover
         an overdraft on any account of Borrower with Lender. Each such advance
         will accrue interest from the date of the advance or the date on which
         the account is overdrawn, whichever occurs first, at the Applicable
         Prime Rate described in that Note. Lender may make such advances even
         if the advances may cause any credit limit on that Note to be exceeded.

                  (b) Lender may reduce the amount of credit otherwise available
         under that Note or any other Note by the amount of any overdraft on any
         account of Borrower with Lender.

This Section shall not be deemed to authorize Borrower to create overdrafts on
any of Borrower's accounts with Lender.

         3.10 Prepayment. Prepayments may be made in whole or in part at any
time on any principal amounts for which the interest rate is based on the Prime
Rate (as defined in the Notes) or any other fluctuating interest rate or index
which may change daily. All prepayments of principal shall be applied in the
inverse order of maturity, or in such other order as Lender shall determine in
its sole discretion. No prepayment of any other principal amounts (including,
without limitation, principal amounts of which interest is accruing at the
Adjusted LIBOR Rate as set forth in Section 4) shall be permitted without the
prior written consent of Lender. Notwithstanding such prohibition, if there is a
prepayment of any such principal, whether by consent of Lender, or because of
acceleration or otherwise, the prepayment shall be accompanied by the amount of
accrued interest on the amount prepaid, and a prepayment fee. The prepayment fee
shall be in an amount sufficient to compensate Lender for any loss, cost or
expense incurred by it as a result of the prepayment, including any loss of
anticipated profits and any loss or expense arising from the liquidation or
reemployment of funds obtained by it to maintain the credit or from fees payable
to terminate the deposits from which such funds were obtained. Borrower shall
also pay any customary administrative fees charged by Lender in connection with
the foregoing. For purposes of this Section,


                                       21
<PAGE>


Lender shall be deemed to have funded the credit by a matching deposit or other
borrowing in the applicable interbank market, whether or not the credit was in
fact so funded. The foregoing is subject to the further terms and provisions of
Section 3.1(c).

         3.11 Newly Formed or Acquired Subsidiaries. Subject to the terms and
conditions of this Agreement, if after the acquisition or formation of any new
Subsidiary of Borrower (whether direct or indirect), the newly formed or
acquired Subsidiary is to remain an independent Subsidiary, in such event, the
Borrower shall and shall cause such Subsidiary to promptly, but in any event
within 30 days after the acquisition or formation of such new Subsidiary,
execute and deliver to Lender a Joinder Agreement in substantially the form of
Exhibit "D". In connection therewith and within 30 days after the formation or
acquisition of such new Subsidiary, Borrower shall provide the organizational
and authorization documents for that Subsidiary and if requested by Lender,
opinion letters reasonably satisfactory to the Lender reflecting the corporate
status of such new Subsidiary of the Borrower and the enforceability of such
agreements.

         3.12 Waiver. Borrower and Lender recognize and acknowledge that
Borrower has failed to comply with Section 7.8 of the Prior Loan Agreement
(Dividends) for the period ending on October 31, 2000. At the request of
Borrower, upon and subject to the full and complete satisfaction of each
condition precedent listed in Section 2.1 of this Agreement, the Lender waives
such Default. This waiver shall not constitute a waiver of (i) any Event of
Default under this Agreement or the Prior Loan Agreement, whether now existing
or occurring after the date hereof, or (ii) of any right of the Lender to
require strict compliance with this Agreement.

                                    SECTION 4
                               TERMS OF FACILITIES

         4.1 Optional Interest Rates.

                  (a) Interest Rates. For each Note, Borrower will be able to
         select, subject to the terms and conditions set forth below, that the
         interest rate which will be applicable to a particular dollar increment
         of amounts outstanding, or to be disbursed, under a Note, during
         interest periods agreed to by Lender and Borrower, will be either the
         Adjusted LIBOR Rate or the Adjusted Prime Rate. Any principal amount
         bearing interest at an optional rate is referred to as a "PORTION".
         Further, at the option of Lender, any amounts not paid on a Note when
         due, whether not maturing or otherwise shall accrue interest at the
         Past Due Rate. Notwithstanding the foregoing or anything else herein to
         the contrary, the portion of the outstanding balance of the Revolving
         Note advanced in accordance with the Autoborrow Agreement shall accrue
         interest at the Adjusted Prime Rate.

                  (b) Prime Rate. The Prime Rate is the rate of interest
         publicly announced from time to time by the Lender as its Prime Rate
         (the "PRIME RATE


                                       22
<PAGE>


         INDEX"). The Prime Rate is set by the Lender based on various factors,
         including the Lender's costs and desired return, general economic
         conditions and other factors, and is used as a reference point for
         pricing some loans. The Lender may price loans to its customers at,
         above, or below the Prime Rate. Any change in the Prime Rate shall take
         effect at the opening of business on the day specified in the public
         announcement of a change in the Prime Rate. The Prime Rate Index is not
         necessarily the lowest rate charged by Lender on its loans and is set
         by Lender in its sole discretion. If the Prime Rate Index becomes
         unavailable during the term of this loan, Lender may designate a
         substitute index after notifying Borrower. Lender will tell Borrower
         the current Prime Rate Index rate upon Borrower's request.

                  (c) LIBOR Rate. The election of LIBOR Rate shall be subject to
         the following terms and requirements:

                           (i) The interest period during which the LIBOR Rate
                  will be either one, two, or three months, as selected by
                  Borrower. The first day of the interest period must be a day
                  other than a Saturday, or a Sunday on which Lender is open for
                  business in New York and London and dealing in offshore
                  dollars (a "LIBOR BANKING DAY"). The last day of the interest
                  period and the actual number of days during the interest
                  period will be determined by Lender using the practices of the
                  London inter-bank market.

                           (ii) Each LIBOR Rate Portion will be for an amount
                  not less than Five Hundred Thousand Dollars ($500,000).

                           (iii) The "LIBOR RATE" means the interest rate
                  determined by the following formula, rounded upward to the
                  nearest 1/100 of one percent. (All amounts in the calculation
                  will be determined by Lender as of the first day of the
                  interest period.)

                              LIBOR Rate =   London Inter-Bank Offered Rate
                                             ------------------------------
                                               (1.00 - Reserve Percentage)

         Where,

                  (2)      "LONDON INTER-BANK OFFERED RATE" means the average
                           per annum interest rate at which U.S. dollar deposits
                           would be offered for the applicable interest period
                           by major banks in the London inter-bank market, as
                           shown on the Telerate Page 3750 (or any successor
                           page) at approximately 11:00 a.m. London time two (2)
                           London Banking Days before the commencement of the
                           interest period. If such rate does not appear on the
                           Telerate Page 3750 (or any successor page), the rate
                           for that interest period will be determined by such


                                       23
<PAGE>

                           alternate method as reasonably selected by Lender. A
                           "LONDON BANKING DAY" is a day on which Lender's
                           London Banking Center is open for business and
                           dealing in offshore dollars.

                  (3)      "RESERVE PERCENTAGE" means the total of the maximum
                           reserve percentages for determining the reserves to
                           be maintained by member banks of the Federal Reserve
                           System for Eurocurrency Liabilities, as defined in
                           Federal Reserve Board Regulation D, rounded upward to
                           the nearest 1/100 of one percent. The percentage will
                           be expressed as a decimal, and will include, but not
                           be limited to, marginal, emergency, supplemental,
                           special, and other reserve percentages.

                           (iv) Borrower shall irrevocably request a LIBOR Rate
                  Portion no later than 12:00 noon Houston, Texas time on the
                  LIBOR Banking Day preceding the day on which the London
                  Inter-Bank Offered Rate will be set, as specified above (the
                  failure to timely make such a request in connection with an
                  Advance or expiration of a LIBOR Rate interest period for a
                  Portion will mean Borrower has elected that interest accrue
                  with respect to that Advance or Portion of the Adjusted Prime
                  Rate). For example, if there are no intervening holidays or
                  weekend days in any of the relevant locations, the request
                  must be made at least three days before the LIBOR Rate takes
                  effect.

                           (v) Lender will have no obligation to accept an
                  election for a LIBOR Rate Portion if any of the following
                  described events has occurred and is continuing:

                                    (2) Dollar deposits in the principal amount,
                           and for periods equal to the interest period, of a
                           LIBOR Rate Portion are not available in the London
                           inter-bank market; or

                                    (3) the LIBOR Rate does not accurately
                           reflect the cost of a LIBOR Rate Portion.

                  (d) Rate Terms. Each interest rate is a rate per year on the
         basis of actual days elapsed in a year consisting of 360 days. No
         Portion will be converted to a different interest rate during the
         applicable interest period. If any principal amount bearing interest at
         the Adjusted LIBOR Rate is repaid during an interest period (other than
         a scheduled principal payment), such repayment will be considered a
         prepayment subject to Section 3.10. Upon the occurrence of an Event of
         Default, Lender may terminate the availability of the Adjusted LIBOR
         Rate for interest periods commencing after the Event of Default occurs.
         No


                                       24
<PAGE>


         interest period for a particular Note may extend beyond the maturity
         date of the Note. Borrower may have no more than 3 different Portions
         for any particular Note in effect at any one time. At the end of any
         interest period, the interest rate for that Portion will revert to the
         rate based on the Prime Rate, unless Borrower has designated another
         optional interest rate for that Portion.

                  (e) Renewal of Existing Loans. The Revolving Note and Term
         Note A shall and do modify, renew, and extend Facility No. 1 (Revolving
         Facility) and Facility No. 2 (Term Facility) provided for in the Prior
         Loan Agreement.

         4.2 Payments of Principal and Interest.

                  (a) The Notes shall be due and payable as follows:

                           (i) Revolving Note:

                           (1)      Commencing on the 31st day of December,
                                    2001, and continuing on the last day of each
                                    successive third calendar month thereafter,
                                    through, but not including the Termination
                                    Date, interest only as it accrues, shall be
                                    due and payable on the Revolving Note
                                    (except for interest accruing at the
                                    Adjusted LIBOR Rate shall be due and payable
                                    at the end of the applicable interest period
                                    unless the interest is for six months, then
                                    at the end of three months and at the end of
                                    that interest period until the Termination
                                    Date, when all amounts, outstanding
                                    principal and unpaid and accrued interest
                                    shall be fully and finally due and payable);

                           (2)      Prior to the Termination Date, advances
                                    under the Revolving Note made pursuant to
                                    the Autoborrow Agreement shall be due and
                                    payable as provided for in the Autoborrow
                                    Agreement; and

                           (3)      The entire unpaid principal sum of the
                                    Revolving Note and all interest accrued and
                                    unpaid thereon shall be fully and finally
                                    due and payable on the Termination Date.

                           (ii) Term Note A:

                           (1)      Commencing on the 31st day of December,
                                    2001, and continuing on the last day of each
                                    successive third calendar month thereafter
                                    until but not including September 30, 2003,
                                    equal quarterly principal installments of
                                    principal in the amount of $357,142.86,
                                    each, plus interest as it accrues, shall be
                                    due and payable; and


                                       25
<PAGE>


                           (2)      The entire unpaid principal sum of Term Note
                                    A and all interest accrued and unpaid
                                    thereon shall be fully and finally due and
                                    payable on September 30, 2003.

                  (b) All payments made on any Note shall be credited first to
         past due accrued interest and then to principal; and interest shall
         thereupon cease upon the principal so credited.

                  (c) Borrower authorizes Lender to effect payment of sums due
         under the Notes by means of debiting Borrower's account number
         2552900284. This authorization shall not affect the obligation of
         Borrower to pay such sums when due, without notice, if there are
         insufficient funds in such account to make such payment in full on the
         due date thereof, or if Lender fails to debit the account.

                  (d) To the extent permitted by law, a delinquency charge will
         be imposed in an amount not to exceed four percent (4%) of any payment
         on a Note or other Obligation that is more than fifteen (15) days late.

                                    SECTION 5
                         REPRESENTATIONS AND WARRANTIES

         5.1 Representations and Warranties of Borrower. Borrower represents and
warrants to Lender (which representations and warranties are made in addition to
the warranties and representations made in the Security Instruments and will
survive the delivery of this Agreement) that:

                  (a) Incorporation. Borrower is a corporation duly organized,
         validly existing and in good standing under the laws of the State of
         Nevada, and has full power and authority to consummate the transactions
         contemplated in this Agreement. Borrower has the corporate power to own
         its properties and carry on its business as it is now being conducted,
         and is duly authorized to do business and is in good standing in the
         State of Nevada and in every other jurisdiction where qualification is
         necessary. Borrower is duly authorized and empowered to create, issue,
         execute, and deliver the Loan Documents, and all action on its part
         requisite for the due creation, issuance, and delivery of the Loan
         Documents has been duly and effectively taken. The Loan Documents do
         not violate any provision of Borrower's corporate charter or bylaws, or
         any contract, agreement, law or regulation to which Borrower is
         subject, and do not require the consent or approval of any Governmental
         Authority;

                  (b) No Resulting Defaults. Except as previously disclosed by
         Borrower to Lender in writing, neither Borrower nor any of its
         Subsidiaries is in default in the performance, observance, or
         fulfillment of any of the obligations, covenants, or conditions
         contained in any agreement or instrument to which it is a party, or in


                                       26
<PAGE>


         default under or in violation of any law, order, regulation or demand
         of any Governmental Authority, which default or violation might have
         consequences which would materially and adversely affect the business
         or properties of Borrower or any such Subsidiary;

                  (c) Financial Statements. The Financial Statements are
         complete and correct, have been prepared in accordance with GAAP, and
         fully and accurately reflect the financial condition and results of the
         operations of Borrower and its Subsidiaries as of the date and for the
         period stated. No Material Adverse Change has occurred in the
         condition, financial or otherwise, of Borrower or any of its
         Subsidiaries since the date of the Financial Statements;

                  (d) Investments. Except for Permitted Investments, neither
         Borrower nor any of its Subsidiaries has made investments in, advances
         to, or guaranties of the obligations of any Person, except for
         Permitted Investments;

                  (e) Debt. Except for Permitted Debt, neither Borrower nor any
         of its Subsidiaries has any liabilities, direct or contingent. Except
         as previously disclosed to Lender in writing, there is no litigation,
         administrative proceeding, investigation, or other action of any nature
         pending or, to the knowledge of Borrower, threatened against Borrower
         or any of its Subsidiaries before any court or administrative agency
         which involves the possibility of any judgment or liability which is
         likely to materially and adversely affect the business or the assets of
         Borrower or the right of Borrower to carry on business as now
         conducted. To the best of Borrower's knowledge and belief, no unusual
         or unduly burdensome restriction, restraint or hazard exists by
         contract, law, governmental regulation or otherwise relative to the
         business or assets of Borrower or any of its Subsidiaries;

                  (f) Title to Assets. Borrower and each of its Subsidiaries
         have good and indefeasible title to its assets, free and clear of all
         security interests, liens, and encumbrances, except for Permitted
         Liens;

                  (g) Tax Filings. Borrower and each of its Subsidiaries have
         filed all tax returns required to be filed and has paid all taxes shown
         thereon to be due, including interest and penalties, or due pursuant to
         any assessment received by Borrower and each of its Subsidiaries,
         except such taxes, if any, under contest in good faith and for which
         adequate reserves have been provided. The charges, accruals and
         reserves on the books of Borrower and each of its Subsidiaries for any
         taxes or other governmental charges are, in the opinion of Borrower,
         adequate. Except as previously disclosed by Borrower to Lender in
         writing, Borrower and each of its Subsidiaries have paid all franchise
         and other taxes which are now due;

                  (h) ERISA Compliance. To the best of Borrower's knowledge and
         belief, no Reportable Event has occurred with respect to any Plan.
         Neither


                                       27
<PAGE>


         Borrower nor any of its Subsidiaries have incurred any material
         accumulated unfunded deficiency within the meaning of ERISA, nor has
         Borrower nor any of its Subsidiaries incurred any material liability to
         the Pension Benefit Guaranties Corporation established under ERISA (or
         any successor thereto under ERISA) in connection with any Plan;

                  (i) Place of Business. The principal place of business and
         chief executive office of Borrower and the place where Borrower keeps
         its and its Subsidiaries' books and records is the address of Borrower
         set forth in Section 10.7 of this Agreement;

                  (j) Not Investment Company. Neither Borrower nor any of its
         Subsidiaries is an "investment company" within the meaning of the
         Investment Company Act of 1940, as amended;

                  (k) Margin Stock. Neither Borrower Nor any of its Subsidiaries
         is engaged principally, or as one of its important activities, in the
         business of extending or obtaining credit for the purpose of purchasing
         or carrying margin stock (within the meaning of Regulations T, U, or X
         of the Board of Governors of the Federal Reserve System). No part of
         the proceeds of any extension of credit under this Agreement will be
         used to purchase or carry any such margin stock or to extend credit to
         others for the purpose of purchasing or carrying any such margin stock.
         No transaction contemplated by the Loan Documents is in violation of
         any regulations promulgated by the Board of Governors of the Federal
         Reserve System, including, without limitation, Regulations T, U, or X;

                  (l) Compliance With Laws. Except as otherwise disclosed by
         Borrower to Lender in writing, to the best of Borrower's knowledge and
         belief, Borrower, Guarantors, and their respective properties, business
         operations, and leaseholds are in compliance in all material respects
         with, the provisions of all Requirements of Law applicable to Borrower,
         Guarantors, their Properties or the conduct of their respective
         businesses. Except as previously disclosed by Borrower to Lender in
         writing, each of Borrower and Guarantors possesses, and are in good
         standing with respect thereto, all governmental consents, licenses,
         approvals, certificates, inspections, registrations, permits, and other
         authorizations necessary to enable them to carry on their respective
         businesses in all material respects as now conducted; all such
         governmental consents, licenses, approvals, certificates, inspections,
         registrations, permits, and other authorizations are in full force and
         effect; and Borrower has no reason to believe that it or the Guarantors
         will be unable to obtain the renewal of any such governmental consents,
         licenses, approvals, certificates, inspections, registrations, permits,
         and other authorizations;

                  (m) Representations Correct. No information, exhibit, or
         report prepared by or at the direction or with the supervision of
         Borrower and furnished to Lender in connection with the negotiation and
         preparation of this Agreement or


                                       28
<PAGE>


         any Loan Document contains any material misstatements of fact or omits
         a material fact necessary to make the statements contained therein not
         misleading as of the date made or deemed made. There is no fact which
         Borrower has failed to disclose to Lender in writing which materially
         affects adversely or, so far as Borrower can now foresee, will
         materially affect adversely the business, prospects, profits, or
         condition (financial or otherwise) of Borrower or the ability of
         Borrower to perform this Agreement;

                  (n) No Subsidiaries. Except for the Person or a party to the
         Subsidiary Guaranty and Guarantors, as of the date hereof, Borrower has
         no Subsidiaries, and Borrower is not a partner or participant in any
         partnership or joint venture;

                  (o) Solvency. Borrower is now and, after giving effect to
         initial advances to be made hereunder, and Guarantors, after giving
         effect to the delivery of each of their Guaranties, at all times will
         be, solvent and will be adequately capitalized to pay their respective
         debts as they become due;

                  (p) Collective Bargaining. Neither Borrower nor any Subsidiary
         is a party to any collective bargaining agreement, and to the best of
         Borrower's knowledge and belief, there are no material grievances,
         disputes, or controversies of Borrower or any of its Subsidiaries with
         any union or any other organization of any of their employees, or
         threats of strikes, work stoppages, or any asserted pending demands for
         collective bargaining by any union or organization;

                  (q) Intellectual Property. Borrower and each of its
         Subsidiaries own or are licensed to use all Intellectual Property
         necessary to conduct all business material to its condition (financial
         or otherwise), business, or operations as such business is currently
         conducted. To the best of Borrower's knowledge and belief, no claim has
         been asserted or is pending by any Person with the respect to the use
         of any such Intellectual Property or challenging or questioning the
         validity or effectiveness of any such Intellectual Property; and
         Borrower knows of no valid basis for any such claim. To the best of
         Borrower's knowledge and belief, the use of such Intellectual Property
         by Borrower and each of its Subsidiaries do not infringe on the rights
         of any Person. Except as disclosed by Borrower to Lender in writing
         prior to the date hereof, no Intellectual Property or other property of
         Borrower or its Subsidiaries has been registered (or is otherwise
         patented, copyrighted, licensed, or trademarked), or is subject to any
         patent, copyright, license, or trademark, under and with respect to any
         federal laws or any other Requirement of Law;

                  (r) No Default. As of the date hereof, no event has occurred
         and no condition exists which would, upon the execution and delivery of
         this Agreement or Borrower's performance hereunder, constitute a
         Default or an Event of Default;


                                       29
<PAGE>


                  (s) Customer Relations. There exists no actual or threatened
         termination, cancellation, or limitation of, or any modification or
         change in, the business relationship between Borrower or any of its
         Subsidiaries with any customer or any group of customers whose
         purchases individually or in the aggregate are material to the business
         of Borrower or any such Subsidiary, or with any material supplier, and,
         to the knowledge of Borrower, there exists no present condition or
         state of facts or circumstances which would materially affect adversely
         Borrower or any of its Subsidiaries or prevent Borrower or any of its
         Subsidiaries from conducting such business after the consummation of
         the transaction contemplated by this Agreement in substantially the
         same manner in which it has heretofore been conducted;

                  (t) Hazardous Substances. Except in compliance with all
         applicable Requirements of Law, no Hazardous Substances have been
         generated, transported, and/or disposed of by Borrower or any of its
         Subsidiaries, at a site which was, at the time of such generation,
         transportation and/or disposal, or has since become, a Superfund Site.
         For purposes of this subsection, "Superfund Site" shall mean those
         sites listed on the Environmental Protection Agency National Priority
         List and eligible for remedial action or any comparable state
         registries or list in any state of the United States;

                  (u) Release of Hazardous Substances. Except in accordance with
         all Requirements of Law or the terms of a valid permit, license,
         certificate, or approval of the Governmental Authority, no Release of
         Hazardous Substances has been made by Borrower or any of its
         Subsidiaries, from, affecting, or related to any Property of Borrower
         or any of its Subsidiaries, any Property leased by Borrower or any of
         its Subsidiaries, or any property on which Borrower is conducting any
         of its respective business operations;

                  (v) Environmental Complaints. No Environmental Complaint has
         been received by Borrower or any of its Subsidiaries; and

                  (w) Reaffirmation. Each request for advance under the Notes by
         Borrower to Lender pursuant to this Agreement or any of the other Loan
         Documents constitutes (i) an automatic representation and warranty by
         Borrower to Lender that there does not then exist any Default or Event
         of Default and (ii) a reaffirmation as of the date of said request that
         all of the representations and warranties of Borrower contained in this
         Agreement and the other Loan Documents are true in all material
         respects except for any changes in the nature of Borrower's business or
         operations that would render the information contained in any exhibit
         attached hereto either inaccurate or incomplete, so long as Lender has
         consented to such changes in writing or such changes are expressly
         permitted by this Agreement.


                                       30
<PAGE>


                                    SECTION 6
                              AFFIRMATIVE COVENANTS

         6.1 Covenants of Borrower. In addition to the covenants and agreements
of Borrower made elsewhere in this Agreement, Borrower covenants and agrees,
unless Lender shall otherwise consent in writing, that Borrower shall, and shall
cause each of its Subsidiaries to:

                  (a) Financial Covenants.

                           (i) Tangible Net Worth. Cause Borrower to have at all
                  times, on a consolidated basis, and as shown on the financial
                  statements required under Section 6.1(d) hereof, a Tangible
                  Net Worth of at least the Minimum Required Tangible Net Worth.
                  The "MINIMUM REQUIRED TANGIBLE NET WORTH" shall be
                  $92,500,000.00 until changed in accordance with this Section
                  6.1(a)(i). On, and as of, the last day of each fiscal year of
                  Borrower in which Borrower's consolidated net income is
                  positive (the "CURRENT YEAR"), beginning with the Fiscal Year
                  ending on October 31, 2001, the Minimum Required Tangible Net
                  Worth shall be equal to the sum of (x) the Minimum Required
                  Tangible Net Worth that was in effect immediately before such
                  last day, plus (y) an amount equal to one-half of Borrower's
                  consolidated net income for the Current Year, plus (z) the
                  amount of the net proceeds received by Borrower after October
                  25, 2001, from any sale or issuance of equity securities or
                  any other additions to capital by Borrower; and, the Minimum
                  Required Tangible Net Worth shall remain such sum unless and
                  until the next change, if any, pursuant to this Section
                  6.1(a)(i). "TANGIBLE NET WORTH" means the value of Borrower's
                  total assets (including leaseholds and leasehold improvements
                  and reserves against assets but excluding goodwill, patents,
                  trademarks, trade names, organization expense, unamortized
                  debt discount and expense, capitalized or deferred research
                  and development costs, deferred marketing expenses, and other
                  like intangibles, and monies due from affiliates, officers,
                  directors, employees, shareholders, members or managers of
                  Borrower), less total liabilities, including but not limited
                  to accrued and deferred income taxes, plus non-current portion
                  of Subordinated Liabilities. "SUBORDINATED LIABILITIES" means
                  liabilities subordinated to Borrower's obligations to Lender
                  in a manner acceptable to Lender in its sole discretion.

                           (ii) Fixed Charge Coverage Ratio. Maintain on a
                  consolidated basis a Fixed Charge Coverage Ratio of at least
                  1.25 to 1.0. "FIXED CHARGE COVERAGE RATIO" means, for any
                  period, the ratio of an amount equal to EBITDA minus cash
                  taxes paid to the


                                       31
<PAGE>


                  sum of the current portion of long term debt and the current
                  portion of capitalized lease obligations, plus interest
                  expense on all obligations, plus capital expenditures paid,
                  plus cash Distributions paid. "EBITDA" means net income
                  (before taxes), plus interest expense, plus depreciation, plus
                  amortization, plus other non-cash charges which are approved
                  by Lender in writing as such in Lender's sole discretion. This
                  ratio will be calculated quarterly as of the end of each
                  fiscal quarter on a rolling four quarter basis. The current
                  portion of long-term liabilities will be measured as of the
                  date 12 months prior to the current financial statement.

                  (b) Maintain Corporate Existence. Do or cause to be done all
         things necessary to preserve and keep in full force and effect its
         corporate existence, rights, and franchises; and at all times maintain,
         preserve and protect its assets used or useful in the conduct of its
         business, keep the same in good repair, working order and condition,
         and make, or cause to be made, all needful or proper repairs,
         replacements and improvements thereto so that Borrower's and each of
         Subsidiaries' business may be properly and advantageously conducted at
         all times;

                  (c) Comply with Laws. (i) Comply with all applicable statutes,
         government regulations, and other Requirements of Law; (ii) remain
         licensed with all applicable state and federal regulatory and other
         agencies; (iii) pay and discharge promptly all taxes, assessments and
         governmental charges or levies imposed on it, its income and profits,
         and any of its Property, or any part thereof, before the same shall be
         in default; and (iv) pay all lawful claims for labor, materials,
         supplies, or other claims, which, if unpaid, might become a valid lien
         or charge upon such property or any part thereof;

                  (d) Financial Information. Provide (or cause to be provided)
         the following financial information and statements in form and content
         acceptable to Lender, and such additional information as requested by
         Lender from time to time:

                           (i) Within 120 days of Borrower's fiscal year end,
                  Borrower's annual financial statements. These financial
                  statements must be audited (with an unqualified option) by a
                  certified public accountant acceptable to Lender. The
                  statements shall be prepared on a consolidating and a
                  consolidated basis;

                           (ii) Within 45 days of the period's end (including
                  the last period in each fiscal year), Borrower's quarterly
                  financial statements, certified and dated by an authorized
                  financial officer of Borrower. These financial statements may
                  be Borrower prepared. The statements shall be prepared on a
                  consolidated and consolidating basis;


                                       32
<PAGE>


                           (iii) Within the period(s) provided in (i) and (ii)
                  above, a Compliance Certificate of Borrower signed by an
                  authorized financial officer of Borrower setting forth (1) the
                  information and computations (in sufficient detail) to
                  establish that Borrower is in compliance with all financial
                  covenants at the end of the period covered by the financial
                  statements then being furnished and (2) whether there existed
                  as of the date of such financial statements and whether there
                  exists as of the date of the certificate, any default under
                  this Agreement and, if any such default exists, specifying the
                  nature thereof and the action Borrower is taking and proposes
                  to take with respect thereto; and

                           (iv) Promptly, upon sending or receipt, copies of any
                  information or correspondence sent to shareholders or filed
                  with the Securities Exchange Commission.

                  (e) Inspection. Permit Lender, or any of its duly authorized
         representatives and/or agents, from time to time during normal and
         customary business hours, but with at least 24 hours prior notice, to
         enter, at Lender's expense (but at Borrower's expense after the
         occurrence of an Event of Default), upon any premises of Borrower or
         any of its Subsidiaries for the purpose (1) of examining the property,
         books, and records of Borrower or any of its Subsidiaries and making
         copies of any such books and records and (2) of conducting an audit or
         appraisal of Borrower or any of its Subsidiaries' Accounts, Equipment
         and Inventory;

                  (f) Further Assurance. Promptly cure any defects in the
         execution and delivery of the Loan Documents and immediately execute
         and deliver to Lender all such other and further instruments as may be
         reasonably required by Lender from time to time in order to satisfy or
         comply with the covenants and agreements of Borrower made in this
         Agreement;

                  (g) Reimbursement. Promptly reimburse Lender upon request for
         all reasonable amounts expended, advanced, or incurred by Lender as are
         reasonably necessary (i) to satisfy any obligation of Borrower under
         this Agreement, (ii) to protect the assets or business of Borrower,
         (iii) to collect the Notes, or any other amounts advanced under this
         Agreement or otherwise on behalf of Borrower, or (iv) to enforce the
         rights of Lender under the Loan Documents, which amounts will include,
         without limitation, all reasonable court costs, attorneys' fees, and
         fees of auditors, accountants, and investigators incurred by Lender in
         connection with any such matters, together with interest at the Maximum
         Rate on each such amount from 30 days after the date of notification to
         Borrower that the same was expended, advanced or incurred by Lender
         until the date it is repaid to Lender;


                                       33
<PAGE>


                  (h) Insurance. Continue to maintain insurance as required by
         Lender against such liabilities, casualties, risks, and contingencies
         in such types and amounts as is normal and customary for carrying on
         Borrower's business (including, without limitation, casualty, employee
         indemnity insurance, and business interruption insurance). As
         applicable, Lender shall be the named loss payee on all such insurance.
         On the date hereof, at the close of Borrower's fiscal year, and at any
         other time Lender may request, Borrower will furnish Lender a summary
         of such insurance and, if requested, will furnish Lender copies of the
         applicable policies. The proceeds of any such policies insuring
         physical loss or damage shall be used by Borrower and any of its
         Subsidiaries either to repair the damaged property, replace lost
         property, or prepay the outstanding balances of the Notes (such payment
         to be applied in reverse order of maturities);

                  (i) Foreign Qualification. Qualify as a foreign corporation in
         all other jurisdictions wherein the property now or hereafter owned by
         Borrower and any of its Subsidiaries or the business now or hereafter
         transacted by Borrower and any of its Subsidiaries makes such
         qualifications necessary;

                  (j) Plan. Furnish to Lender (i) as soon as possible, and in
         any event within 30 days after Borrower or a duly appointed
         administrator of a Plan knows or has reason to know that any Reportable
         Event with respect to any Plan has occurred, a statement of the chief
         financial officer of Borrower (or any applicable Subsidiary) setting
         forth details as to such Reportable Event and the action which Borrower
         (or any applicable Subsidiary) proposes to take with respect thereto,
         together with a copy of the notice of such Reportable Event given to
         the Pension Benefit Guaranty Corporation or a statement that said
         notice will be filed with the annual report to the United States
         Department of Labor with respect to such Plan, if such filing has been
         authorized, and (ii) promptly after receipt thereof, a copy of any
         notice Borrower may receive from the United States Department of Labor,
         the Internal Revenue Service or the Pension Benefit Guaranty
         Corporation with respect to any Reportable Event;

                  (k) Additional Notices. In addition to, and without in any way
         limiting, the other requirements in this Agreement provide certain
         notices to Lender, deliver to Lender, promptly upon any officer of
         Borrower having knowledge of the occurrence of any of the following
         events or circumstances, a written statement with respect thereto,
         signed by the chief financial officer of Borrower, or other authorized
         representative of Borrower designated from time to time pursuant to
         written designation by Borrower delivered to Lender, advising Lender of
         the occurrence of such event or circumstance and the steps, if any,
         being taken by Borrower or any Subsidiary or other Guarantor with
         respect thereto:

                           (i) any Default or Event of Default;

                           (ii) any litigation or proceeding involving Borrower
                  or any Subsidiary or other Guarantor as a defendant or in
                  which any


                                       34
<PAGE>



                  Property of Borrower or any Subsidiary or other Guarantor is
                  subject, directly or indirectly, to a claim, and the amount in
                  controversy is in excess of $3,000,000.00;

                           (iii) any Reportable Event or imminently expected
                  Reportable Event with respect to any Plan;

                           (iv) at least 60 days prior thereto, of Borrower's
                  opening of any new office or place of business or Borrower's
                  closing of any existing office or place of business;

                           (v) any labor dispute to which Borrower may become a
                  party, any strikes or walkouts relating to any of its plants
                  or other facilities, and the expiration of any labor contract
                  to which any of them is a party or by which they are bound, in
                  each case where the same could reasonably be expected to cause
                  a Material Adverse Change;

                           (vi) any change in the number, nature, and holder of
                  outstanding stock of Borrower or any Subsidiary; and

                           (vii) any other event or occasion which could
                  reasonably be expected to cause a Material Adverse Change; and

                  (l) Records. Maintain any system for creating backup data on
         computer hardware, software or firmware, such as Accounts and customer
         lists, and deliver and pledge to Lender such tapes or discs with
         respect thereto as may be required by Lender.

                                    SECTION 7
                               NEGATIVE COVENANTS

         7.1 Negative Covenants of Borrower. So long as Borrower may borrow
additional advances hereunder and in accordance with the terms and provisions of
this Agreement and until payment in full of the Notes and performance of all
other Obligations of Borrower hereunder, Borrower covenants and agrees, unless
Lender shall otherwise consent in writing, that Borrower will not, either
directly or indirectly and will not permit any of its Subsidiaries to, directly
or indirectly:

                  (a) No Distributions. Declare or pay any Distributions, except
         that in any fiscal year of Borrower may purchase, redeem, or acquire
         any of its capital stock up to an aggregate amount equal to fifty
         percent (50%) of its net income for that fiscal year;

                  (b) No Loans and Advances. Make or permit to remain
         outstanding any loans or advances to or investments in any Person,
         including, without limitation to any Affiliate, except for Permitted
         Investments;


                                       35
<PAGE>



                  (c) No Mergers. Acquire (by virtue of a stock purchase) unless
         the acquisition is a Permitted Investment, consolidate with, or merge
         into, any other corporation or entity;

                  (d) No Mortgages. (i) Create, incur, assume, or permit to
         exist, or allow any joint venture or partnership of which Borrower or
         any of its Subsidiaries is a partner or venturer to create, incur,
         assume, or permit to exist any mortgage, pledge, security interest,
         lien, or encumbrance on any of their respective assets, including,
         without limitation, any accounts and accounts receivables (now owned or
         hereafter acquired), except for Permitted Liens;

                  (e) No Change in Ownership or Management. Permit any material
         change in the existing management group of Borrower, or permit any
         material change in the ownership of Borrower or any of its
         Subsidiaries;

                  (f) No Sales of Assets. Sell, lease, transfer, convey, or
         otherwise dispose (except in the ordinary course of business) of all or
         any material part of its assets;

                  (g) No Change in Business. Change the general character of
         business as conducted as of the date hereof or engage in any type of
         business not reasonably related to its business as presently and
         normally conducted;

                  (h) No Change in Accounting Procedures. Materially change
         accounting practices, methods, or standards or the reporting format for
         any information furnished Lender under the terms and provisions of this
         Agreement, which accounting practices shall conform with GAAP
         throughout the term of this Agreement;

                  (i) No Change in Purpose. Permit the proceeds of the Notes to
         be used for any purpose other than the purpose set forth in Section 3.3
         of this Agreement;

                  (j) Affiliate Transaction. Enter into any transaction with an
         Affiliate, including, without limitation, the purchase, sale, or
         exchange of property of Borrower or any of its Subsidiaries or the
         rendering of any service, unless the transaction is in the ordinary
         course of and pursuant to the reasonable requirements of Borrower's
         business and upon fair and reasonable terms no less favorable to
         Borrower than would be obtained in a comparable arm's length
         transaction with a Person not an Affiliate;

                  (k) Adverse Transaction. Enter into any transaction which
         materially and adversely affects or may materially and adversely affect
         Borrower's ability to repay the Obligations;


                                       36
<PAGE>


                  (l) Assumed Names. Use any corporate name (other than its own)
         or any fictitious name, tradestyle, or "d/b/a" without the prior
         written consent of Lender;

                  (m) Margin Stock. Own, purchase, or acquire (or enter into any
         contract to purchase or acquire) any "margin security" as defined by
         any regulation of the Federal Reserve Board as now in effect or as the
         same may hereafter be in effect unless, prior to any such purchase or
         acquisition or entering into any such contract, Lender shall have
         received an opinion of counsel satisfactory to the effect that such
         purchase or acquisition will not cause this Agreement to violate
         Regulations T, U or X or any other regulation of the Federal Reserve
         Board then in effect;

                  (n) New Subsidiary. Form any new Subsidiary or acquire
         substantially all of the assets of a third party;

                  (o) Fiscal Year. Change its fiscal year without first
         notifying Lender; and

                  (p) Tax Filing. File or consent to the filing of any
         consolidated income tax return with any Person other than a Subsidiary.

                                    SECTION 8
                                EVENTS OF DEFAULT

         8.1 Events of Default. Each of the following shall constitute an Event
of Default under this Agreement:

                  (a) Payment Default. The failure to pay when due any fee or
         payment under this Agreement, the Notes, any of the other Obligations,
         or any of the other Loan Documents;

                  (b) Non-Payment Default. A default or event of default by
         Borrower or any of its Subsidiaries or other Guarantors in the due
         observance or performance of any of their respective obligations under
         this Agreement and the other Loan Documents, which is not fully cured
         within 20 days after notice thereof is provided by Borrower to Lender;
         provided that the foregoing notice and opportunity to cure shall not be
         required for and with respect to a payment default which is governed by
         Section 8.1(a), the failure to timely and fully comply with Sections
         6.1(a) or (d) or with Section 8.1, and for any other Event of Default
         specifically enumerated in this Section 7.1, the occurrence of any such
         events shall in and of itself constitute an Event of Default;

                  (c) Representations. Any representation or warranty made by
         Borrower or any of its Subsidiaries or other Guarantors, in any of the
         Loan Documents proves to have been untrue in any material respect or
         any representation, statement (including Financial Statements),
         certificate or data


                                       37
<PAGE>


         furnished or made to the Lender as an inducement for Lender agreeing to
         enter in to this Agreement, or in accordance with the terms of this
         Agreement, proves to have been untrue in any material respect as of the
         date the facts therein set forth were stated or certified;

                  (d) Voluntary Filings. Borrower or any of its Subsidiaries or
         other Guarantors shall (i) apply for or consent to the appointment of a
         receiver, trustee or liquidator of it or all or a substantial part of
         its assets, (ii) file a voluntary petition commencing a bankruptcy or
         other insolvency proceeding, (iii) make a general assignment for the
         benefit of creditors, (iv) be unable, or admit in writing its
         inability, to pay its debts generally as they become due, or (v) file
         an answer admitting the material allegations of a petition filed
         against it in a bankruptcy or other insolvency proceeding;

                  (e) Involuntary Filings. An order, judgment, or decree shall
         be entered against Borrower or any of its Subsidiaries or other
         Guarantors, by any court of competent jurisdiction or by any other duly
         authorized authority, on the petition of a creditor or otherwise,
         granting relief in a bankruptcy or other insolvency proceeding or
         approving a petition seeking reorganization or an arrangement of its
         debts or appointing a receiver, trustee, conservator, custodian or
         liquidator of it or all or any substantial part of its assets and such
         order, judgment or decree shall not be dismissed or stayed within 90
         days;

                  (f) Levy. The levy against any significant portion of the
         property of Borrower or any of its Subsidiaries or other Guarantors, or
         any execution, garnishment, attachment, sequestration, or other writ or
         similar proceeding which is not permanently dismissed or discharged
         within 90 days after the levy;

                  (g) Judgment. A final and non-appealable order, judgment or
         decree, which is uninsured in an amount in excess of $100,000.00, shall
         be entered against Borrower or any of its Subsidiaries, and such order,
         judgment or decree shall not be paid, dismissed, or stayed within 90
         days;

                  (h) ERISA. Any Person shall engage in any "prohibited
         transaction" (as defined in Section 406 of ERISA or Section 4975 of the
         Internal Revenue Code) involving any Plan; any "accumulated funding
         deficiency" (as defined in Section 302 of ERISA), whether or not
         waived, shall exist with respect to any Plan for which an excise tax is
         due or would be due in the absence of a waiver; a Reportable Event
         shall occur with respect to, or proceedings shall commence to have a
         trustee appointed, or a trustee shall be appointed, to administer or to
         terminate, any Single Employer Plan, which Reportable Event or
         commencement of proceedings or appointment of a trustee is, in the
         reasonable opinion of the Lender, likely to result in the termination
         of such Plan for purposes of Title IV of ERISA; any Single Employer
         Plan shall terminate for purposes of Title IV of ERISA; the Borrower or
         any of its Subsidiaries, or any Affiliate shall incur, or in the
         reasonable opinion of the Lender, be likely to incur any liability in
         connection


                                       38
<PAGE>


         with a withdrawal from, or the insolvency or reorganization of, a
         multiemployer plan; or any other event or condition shall occur or
         exist with respect to a Plan and the result of such events or
         conditions referred to in this subsection (j) could subject the
         Borrower, or any Affiliate to any tax (other than an excise tax under
         Section 4980 of the Internal Revenue Code), penalty or other
         liabilities which taken in the aggregate would have an adverse effect
         on Borrower or any of its Subsidiaries and any such circumstance shall
         exist for in excess of 90 days;

                  (i) Cessation of Business. Cessation of a substantial part of
         the business of Borrower or any of its Subsidiaries for a period which
         significantly affects Borrower's or any of its Subsidiaries' capacity
         to continue its particular business, on a profitable basis; or Borrower
         or any of its Subsidiaries shall suffer the loss or revocation of any
         license or permit now held or hereafter acquired by Borrower or any of
         its Subsidiaries which is necessary to continue the lawful operation of
         this particular business; or Borrower or any of its Subsidiaries shall
         be enjoined, restrained, or in any way prevented by court,
         governmental, or administrative order from conducting all or any
         material part of its respective business affairs;

                  (j) Challenges. Borrower, any of its Subsidiaries or any other
         Guarantors, or any Affiliate shall challenge or contest in any action,
         suit, or proceeding the validity or enforceability of this Agreement or
         any of the other Loan Documents, the legality or enforceability of any
         of the Obligations;

                  (k) Conviction. Borrower, any of its Subsidiaries or any other
         Guarantors, or any Affiliate shall be criminally indicted or convicted
         under any law that could lead to a forfeiture of any material portion
         of the property of Borrower, any Affiliate, or any of the Borrower's
         Subsidiaries or any other Guarantors;

                  (l) Governmental Authority Compliance. Borrower or any of its
         Subsidiaries shall fail to comply in any material respect with any
         order, decree, ruling, or plan issued by the Environmental Protection
         Agency or any other Governmental Authority relating to the property of
         Borrower or any of its Subsidiaries or otherwise, and which order,
         decree, ruling, or plan is not reversed or Borrower's or any of its
         Subsidiaries' obligations with respect thereto are not otherwise
         discharged within 90 days after the entry thereof;

                  (m) Swap Default. An event occurs which gives the Lender (or
         any affiliate of Lender) the right or option to terminate any Swap
         Contracts;

                  (n) Letter of Credit Reimbursement Agreement. An event occurs
         which constitutes an Event of Default under and for purposes of the
         Letter of Credit Reimbursement Agreement; and

                  (o) Assets. Borrower or any of its Subsidiaries shall have (i)
         concealed, removed, or diverted, or permitted to be concealed, removed,
         or


                                       39
<PAGE>


         diverted, any part of its property, with intent to hinder, delay or
         defraud its creditors or any of them; (ii) made or suffered a transfer
         of any of its property which may be fraudulent under any bankruptcy,
         fraudulent conveyance or similar law; or (iii) shall have suffered or
         permitted, while insolvent, any creditor to obtain a lien upon any of
         their respective property through legal proceedings or otherwise which
         is not vacated within 90 days from the date thereof.

                                    SECTION 9
                          RIGHTS AND REMEDIES OF LENDER

         9.1 Acceleration. Upon the occurrence and continuance of any Event of
Default, Lender, at its option and without any notice of intent to accelerate,
notice of acceleration, or other notice or demand, may declare the entire
principal amounts of the Notes then outstanding and the interest accrued thereon
immediately due and payable, and the said entire principal, interest and all
other amounts owing thereunder shall thereupon become immediately due and
payable without presentment, demand, protest, notice of protest or other notice
of default or dishonor of any kind, all of which are hereby expressly waived by
Borrower.

         9.2 Additional Rights. Upon the occurrence and continuance of any Event
of Default, Lender shall have, in addition to the rights and remedies given it
in the Loan Documents, all of the rights and remedies allowed by applicable
ordinances, statutes, rules, regulations, orders, injunctions, writs or decrees
of any governmental or political subdivision or agency thereof, or any court or
similar entity established by any such subdivision or agency.

         9.3 Termination of Obligations. Upon the occurrence and continuance of
any Default, any obligation of Lender under this Agreement shall immediately and
automatically cease and terminate unless and until Lender shall reinstate the
same in writing, which reinstatement shall be required if the Default or Event
of Default is cured in a timely manner and in a manner satisfactory to Lender.

         9.4 Swap Contracts. In addition to the rights and remedies set forth in
this Agreement and the other Loan Documents, upon the occurrence of any Event of
Default, Lender (or any applicable affiliate of Lender) may terminate any Swap
Contract or exercise any rights prior and thereunder or in connection therewith.

                                   SECTION 10
                                  MISCELLANEOUS

         10.1 Other Loans. Borrower and Lender acknowledge and agree that in the
future, Borrower may apply for and Lender may agree to fund additional loans to
Borrower. Borrower and Lender agree that all existing and hereafter created
loans and other advances from Lender, or any of its predecessors or successors
in interest, to Borrower, whether or not such loans are particularly described
in this Agreement, as may be amended from time to time, shall constitute
Obligations for purposes of this


                                       40
<PAGE>


Agreement and shall be subject to the terms, provisions, covenants, and
agreements set forth in this Agreement.

         10.2 No Duty or Special Relationship. Borrower acknowledges that Lender
has no duty to Borrower with respect to the loan transactions set forth in this
Agreement except as expressly provided for in this Agreement and the other Loan
Documents, and acknowledge that no fiduciary, trust, or other special
relationship exists between Lender and Borrower.

         10.3 Other Remedies Not Required. Borrower may be required to pay the
Notes in full without the assistance of any other party, or any collateral or
security for the Notes. Lender shall not be required to mitigate damages, file
suit, or take any action to foreclose, proceed against or exhaust any collateral
or security in order to enforce payment of the Notes.

         10.4 NO CONTROL BY LENDER. BORROWER AGREES AND ACKNOWLEDGES THAT ALL OF
THE COVENANTS AND AGREEMENTS PROVIDED FOR AND MADE BY BORROWER IN THIS AGREEMENT
AND IN THE OTHER LOAN DOCUMENTS ARE THE RESULT OF EXTENSIVE AND ARMS-LENGTH
NEGOTIATIONS BETWEEN BORROWER AND LENDER. LENDER'S RIGHTS AND REMEDIES PROVIDED
FOR IN THIS AGREEMENT AND IN THE OTHER LOAN DOCUMENTS ARE INTENDED TO PROVIDE
LENDER WITH A RIGHT TO OVERSEE BORROWER'S ACTIVITIES AS THEY RELATE TO THE LOAN
TRANSACTIONS PROVIDED FOR IN THIS AGREEMENT, WHICH RIGHT IS BASED ON LENDER'S
VESTED INTEREST IN BORROWER'S ABILITY TO PAY THE NOTES AND PERFORM THE OTHER
OBLIGATIONS. NONE OF THE COVENANTS OR OTHER PROVISIONS CONTAINED IN THIS
AGREEMENT SHALL, OR SHALL BE DEEMED TO, GIVE LENDER THE RIGHT OR POWER TO
EXERCISE CONTROL OVER, OR OTHERWISE IMPAIR, THE DAY-TO-DAY AFFAIRS, OPERATIONS,
AND MANAGEMENT OF BORROWER; PROVIDED THAT IF LENDER BECOMES THE OWNER OF ANY
STOCK OF ANY ENTITY, WHICH ENTITY OWNS AN INTEREST IN BORROWER, WHETHER THROUGH
FORECLOSURE OR OTHERWISE, LENDER THEREAFTER SHALL BE ENTITLED TO EXERCISE SUCH
LEGAL RIGHTS AS IT MAY HAVE BY BEING A SHAREHOLDER OF SUCH ENTITY.

         10.5 No Partnership. Nothing herein is intended, nor shall it be deemed
or construed as, to create a partnership, joint venture, or common interest in
profits or income between Borrower and Lender, or to make Lender in any way
responsible for the debts or losses of Borrower or with respect to the
collateral described in the Security Instruments. Borrower and Lender disclaim
any sharing of liabilities, losses, costs or expenses.

         10.6 Representations and Warranties. All representations and warranties
of Borrower herein, and all covenants and agreements made by Borrower herein
made before the effective date of this Agreement, shall survive such date.



                                       41
<PAGE>


         10.7 Notice. All notices, demands, requests, and communications
permitted or required under this Agreement shall be in writing, may be
personally served or sent by telex (confirmed by telephone), telecopier
(confirmed by telephone), U.S. mail or any express mail service, and shall be
effective upon receipt, such receipt being deemed to occur 48 hours after its
deposit in the U.S. mail, postage prepaid or 24 hours after its transmission by
telex, telecopier or express mail service, as the case may be, addressed to the
individuals and addresses indicated below:

                  (a) If to Borrower:

                      Powell Industries, Inc.
                      8550 Mosley Drive
                      Houston, Texas 77075-1180

                  (b) If to Lender:

                      Bank of America, N.A.
                      P. O. Box 2518
                      Houston, Texas  77252-2518
                      Attention:  Daniel J. Lintner, Vice President

Any party may, by proper written notice to the other party, change the
individuals or addresses to which such notices shall thereafter be sent.

         10.8 Prior Loan Agreement. This Agreement shall amend, modify, replace,
and restate the Prior Loan Agreement, except that Borrower represents and
warrants to Lender that all representations and warranties made by Borrower in
such Prior Loan Agreement were true and correct as of the date thereof. Further,
any and all references to the Prior Loan Agreement in any Note or other Loan
Document are replaced for all purposes with a reference to this Agreement.

         10.9 Waiver Fee. If Lender, at its discretion, agrees to waive or amend
any terms of this Agreement, Borrower will, at Lender's option, pay Lender a fee
for each waiver or amendment in an amount advised by Lender at the time Borrower
requests the waiver or amendment. Nothing in this Section shall imply that
Lender is obligated to agree to any waiver or amendment requested by Borrower.
Lender may impose additional requirements as a condition to any waiver or
amendment.

         10.10 Fee for Late Financial Statements. If any of the financial
information required by this Agreement is not provided to Lender within the time
limits provided in this Agreement, Borrower will, at Lender's option, pay Lender
a late fee in an amount set by Lender. The imposition and payment of a late fee
shall not constitute a waiver of Lender's rights with respect to the default.


                                       42
<PAGE>


         10.11 Lender as Principal Depository. Borrower shall maintain Lender as
its principal depository bank, including for the maintenance of business, cash
management, operating and administrative deposit accounts.

         10.12 Binding Effect. All covenants and agreements of Borrower under
this Agreement shall bind the respective successors and assigns of Borrower and
shall inure to the benefit of Lender and its successors and assigns. The rights
of Borrower under this Agreement are not assignable.

         10.13 Limited Waiver of Confidentiality. Borrower authorizes Lender to
use its tax identification and corporate charter and number on financing
statements or other public filings made by Lender pursuant to this Agreement and
in connection thereunder, or otherwise, and waives any confidentiality and other
similar rights Borrower may have in connection therewith.

         10.14 Inconsistencies and Conflicts. To the extent any irreconcilable
conflicts or inconsistencies exist between the terms of this Agreement and any
of the other Loan Documents, the terms of this Agreement shall govern and
control.

         10.15 Renewal of Indebtedness. All provisions of this Agreement
relating to the Notes shall apply with equal force and effect to each and all
promissory notes hereafter executed which in whole or in part represent a
renewal, extension or rearrangement of any part of the indebtedness originally
represented by the Notes, or either of them, provided that nothing herein shall
constitute a commitment or offer by Lender to such a renewal, extension or
rearrangement.

         10.16 No Waiver. No course of dealing on the part of Lender, its
officers or employees, nor any failure or delay by Lender with respect to
exercising any of its rights, remedies, powers or privileges under the Loan
Documents shall operate as a waiver thereof. No indulgence by Lender, or waiver
of compliance with any of the terms, covenants, or provisions of the Loan
Documents, shall be construed as a waiver of Lender's right to subsequently
require strict performance by Borrower and any other Person of the Loan
Documents. The rights and remedies of Lender under the Loan Documents shall be
cumulative and the exercise or partial exercise of any such rights or remedies
shall not preclude the exercise of any other rights or remedies.

         10.17 APPLICABLE LAW. EXCEPT AS OTHERWISE PROVIDED IN THE LOAN
DOCUMENTS, THE LOAN DOCUMENTS SHALL BE DEEMED TO BE CONTRACTS MADE UNDER, AND
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY, THE LAWS OF THE STATE OF
TEXAS AND THE LAWS OF THE UNITED STATES OF AMERICA APPLICABLE TO TRANSACTIONS
WITHIN THE STATE OF TEXAS.

         10.18 Amendment. Neither this Agreement nor any provision hereof may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing


                                       43
<PAGE>


signed by the party against whom enforcement of the change, waiver, discharge or
termination is sought.

         10.19 Future Advances. No advance under the Notes shall constitute a
waiver of any of the conditions of Lender's obligation to make further advances
nor, in the event Borrower is unable to satisfy any such condition, shall any
such waiver have the effect of precluding Lender from thereafter declaring such
inability to be a Default.

         10.20 Severability. In the event any provision contained in any of the
Loan Documents shall, for any reason, be held invalid, illegal or unenforceable
in any respect, such provision shall be severed from the applicable Loan
Document, and such invalidity, illegality or unenforceability shall not affect
any other provision of the applicable Loan Document.

         10.21 Lender's Discretion. All matters hereunder that require Lender's
discretion, (including, without limitation, whether Borrower has satisfied any
condition precedent), Lender shall use its sole and reasonable discretion,
except as otherwise provided for herein. Further, Lender may in its sole
discretion waive any of its rights with respect to a particular Event of
Default.

         10.22 Entire Agreement. This Agreement and the documents referred to
herein embody the entire agreement with respect to the respective rights,
obligations, and liabilities of the Parties and supersedes all prior agreements
and understandings, if any, relating to the subject matter hereof. THIS
AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.

         10.23 Counterparts. This Agreement may be executed in two or more
counterparts, and it shall not be necessary that any one counterparts be
executed by all of the parties hereto. Each fully or partially executed
counterpart shall be deemed an original, but all such counterparts taken
together shall constitute but one and the same instrument.

         10.24 Privacy Statement. BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS
RECEIVED AND REVIEWED PRIOR TO THE EXECUTION OF THIS AGREEMENT A COPY OF
LENDER'S PRIVACY POLICY DOCUMENT IN ACCORDANCE WITH THE GRAMM-LEACH-BILEY ACT
AND ALL OTHER REQUIREMENTS OF LAW.

         10.25 Controlling Agreement. Borrower and Lender intend to conform
strictly to the applicable usury laws. All agreements between Lender and
Borrower (or any other party liable with respect to any indebtedness under this
Agreement and the other Loan Documents) are hereby limited by the provisions of
this Section which shall override and control all such agreements, whether now
existing or hereafter arising and whether


                                       44
<PAGE>


written or oral. In no way, nor in any event or contingency (including but not
limited to prepayment, default, demand for payment, or acceleration of the
maturity of any obligation), shall the interest contracted for, charged, or
received under the Notes or otherwise exceed the Maximum Rate. If, from any
possible construction of any document, interest would otherwise be payable to
Lender in excess of the Maximum Rate, any such construction shall be subject to
the provisions of this section and such document shall be automatically reformed
and the interest payable to Lender shall be automatically reduced to the Maximum
Rate, without the necessity of execution of any amendment or new document. If
Lender shall ever receive anything of value which is characterized as interest
under applicable law and which would apart from this provision be in excess of
the Maximum Rate, an amount equal to the amount which would have been excessive
interest shall at the option of Lender, be refunded to Borrower or applied to
the reduction of the principal amount owing hereunder in the inverse order of
its maturity and not to the payment of interest. The right to accelerate
maturity of the Notes or any other indebtedness does not include the right to
accelerate any interest which has not otherwise accrued on the date of such
acceleration, and Lender does not intend to charge or receive any unearned
interest in the event of acceleration. All interest paid or agreed to be paid to
Lender shall, to the extend permitted by applicable law, be amortized, prorated,
allocated and spread throughout the full stated term (including any renewal or
extension) of such indebtedness so that the amount of interest on account of
such indebtedness does not exceed the Maximum Rate.

         10.26 Business Loans. Borrower warrants and represents to Lender, and
to all other holders of any debt evidenced by the Notes, that the loan evidenced
by the Notes are and shall be for business, commercial, investment or other
similar purpose and not primarily for personal, family, household or
agricultural use.

         10.27 Arbitration and Waiver of Jury Trial.

                  (a) THIS SECTION CONCERNS THE RESOLUTION OF ANY CONTROVERSIES
         OR CLAIMS BETWEEN THE BORROWER AND THE LENDER, WHETHER ARISING IN
         CONTRACT, TORT OR BY STATUTE, INCLUDING BUT NOT LIMITED TO
         CONTROVERSIES OR CLAIMS THAT ARISE OUT OF OR RELATE TO: (I) THIS
         AGREEMENT (INCLUDING ANY RENEWALS, EXTENSIONS OR MODIFICATIONS); OR
         (II) ANY DOCUMENT RELATED TO THIS AGREEMENT (COLLECTIVELY A "CLAIM").

                  (b) AT THE REQUEST OF THE BORROWER OR LENDER, ANY CLAIM SHALL
         BE RESOLVED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL
         ARBITRATION ACT (TITLE 9, U. S. CODE) (THE "ACT"). THE ACT WILL APPLY
         EVEN THOUGH THIS AGREEMENT PROVIDES THAT IT IS GOVERNED BY THE LAW OF A
         SPECIFIED STATE.

                  (c) ARBITRATION PROCEEDINGS WILL BE DETERMINED IN ACCORDANCE
         WITH THE ACT, THE APPLICABLE RULES AND


                                       45
<PAGE>


         PROCEDURES FOR THE ARBITRATION OF DISPUTES OF JAMS OR ANY SUCCESSOR
         THEREOF ("JAMS"), AND THE TERMS OF THIS PARAGRAPH. IN THE EVENT OF ANY
         INCONSISTENCY, THE TERMS OF THIS PARAGRAPH SHALL CONTROL.

                  (d) THE ARBITRATION SHALL BE ADMINISTERED BY JAMS AND
         CONDUCTED IN ANY U. S. STATE WHERE REAL OR TANGIBLE PERSONAL PROPERTY
         COLLATERAL FOR THIS CREDIT IS LOCATED OR IF THERE IS NO SUCH
         COLLATERAL, IN TEXAS. ALL CLAIMS SHALL BE DETERMINED BY ONE ARBITRATOR;
         HOWEVER, IF CLAIMS EXCEED $5,000,000, UPON THE REQUEST OF ANY PARTY,
         THE CLAIMS SHALL BE DECIDED BY THREE ARBITRATORS. ALL ARBITRATION
         HEARINGS SHALL COMMENCE WITHIN 90 DAYS OF THE DEMAND FOR ARBITRATION
         AND CLOSE WITHIN 90 DAYS OF COMMENCEMENT AND THE AWARD OF THE
         ARBITRATOR(S) SHALL BE ISSUED WITHIN 30 DAYS OF THE CLOSE OF THE
         HEARING. HOWEVER, THE ARBITRATOR(S), UPON A SHOWING OF GOOD CAUSE, MAY
         EXTEND THE COMMENCEMENT OF THE HEARING FOR UP TO AN ADDITIONAL 60 DAYS.
         THE ARBITRATOR(S) SHALL PROVIDE A CONCISE WRITTEN STATEMENT OF REASONS
         FOR THE AWARD. THE ARBITRATION AWARD MAY BE SUBMITTED TO ANY COURT
         HAVING JURISDICTION TO BE CONFIRMED AND ENFORCED.

                  (e) THE ARBITRATOR(S) WILL HAVE THE AUTHORITY TO DECIDE
         WHETHER ANY CLAIM IS BARRED BY THE STATUTE OF LIMITATIONS AND, IF SO,
         TO DISMISS THE ARBITRATION ON THAT BASIS. FOR PURPOSES OF THE
         APPLICATION OF THE STATUTE OF LIMITATIONS, THE SERVICE ON JAMS UNDER
         APPLICABLE JAMS RULES OF A NOTICE OF CLAIM IS THE EQUIVALENT OF THE
         FILING OF A LAWSUIT. ANY DISPUTE CONCERNING THIS ARBITRATION PROVISION
         OR WHETHER A CLAIM IS ARBITRABLE SHALL BE DETERMINED BY THE
         ARBITRATOR(S). THE ARBITRATOR(S) SHALL HAVE THE POWER TO AWARD LEGAL
         FEES PURSUANT TO THE TERMS OF THIS AGREEMENT.

                  (f) THIS SECTION DOES NOT LIMIT THE RIGHT OF THE BORROWER OR
         THE LENDER TO: (I) EXERCISE SELF-HELP REMEDIES, SUCH AS BUT NOT LIMITED
         TO, SETOFF; (II) INITIATE JUDICIAL OR NONJUDICIAL FORECLOSURE AGAINST
         ANY REAL OR PERSONAL PROPERTY COLLATERAL; (III) EXERCISE ANY JUDICIAL
         OR POWER OF SALE RIGHTS, OR (IV) ACT IN A COURT OF LAW TO OBTAIN AN
         INTERIM REMEDY, SUCH AS BUT NOT LIMITED TO, INJUNCTIVE RELIEF, WRIT OF
         POSSESSION OR APPOINTMENT OF A RECEIVER, OR ADDITIONAL OR SUPPLEMENTARY
         REMEDIES.

                  (g) BY AGREEING TO BINDING ARBITRATION, THE PARTIES
         IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY
         JURY IN RESPECT OF ANY CLAIM. FURTHERMORE,


                                       46
<PAGE>


         WITHOUT INTENDING IN ANY WAY TO LIMIT THIS AGREEMENT TO ARBITRATE, TO
         THE EXTENT ANY CLAIM IS NOT ARBITRATED, THE PARTIES IRREVOCABLY AND
         VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT
         OF SUCH CLAIM. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES
         ENTERING INTO THIS AGREEMENT.

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK









                                       47
<PAGE>


                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.

                                            POWELL INDUSTRIES, INC.


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------

                                                                        BORROWER


                                            BANK OF AMERICA, N.A.


                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------

                                                                          LENDER





                                       48
<PAGE>



                                   EXHIBIT "A"

                         FORM OF COMPLIANCE CERTIFICATE

         This Compliance Certificate (the "Certificate") is delivered pursuant
to the Loan Agreement dated as of October 25, 2001 (together with all amendments
and modifications, if any, from time to time made thereto, the "LOAN
AGREEMENT"), between POWELL INDUSTRIES, INC. (the "BORROWER") and Bank of
America, N.A. ("LENDER"). Unless otherwise defined, terms used herein (including
the exhibits hereto) have the meanings provided in the Loan Agreement.

         The undersigned, being the duly elected, qualified and acting
______________ of the Borrower, on behalf of the Borrower and solely in his or
her capacity as an officer of the Borrower, hereby certifies and warrants that:

         As of ________________, _________:

         Borrower was not in default of any of the provisions of the Loan
Agreement during the period to which this Certificate relates;

         Tangible Net Worth. Borrower's consolidated Tangible Net Worth was
$________________ as computed on Tangible Net Worth Exhibit attached hereto.

         Fixed Charge Coverage Ratio. Borrower's consolidated Fixed Charge
Coverage Ratio was _____ to 1.0 as computed on the Fixed Charge Coverage Exhibit
attached hereto.

         Funded Debt to EBITDA. Borrower's consolidated Funded Debt to EBITDA
Ratio was _________ to 1.0 as computed on Funded Debt to EBITDA Exhibit attached
hereto.

         IN WITNESS WHEREOF, the undersigned has executed and delivered this
certificate, this ______ day of ______________, 20____.


                                            POWELL INDUSTRIES, INC.



                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------



                                       A-i
<PAGE>


                           TANGIBLE NET WORTH EXHIBIT


                                                    PERIOD ENDING
                                                                   -------------

TANGIBLE NET WORTH (ON A CONSOLIDATED BASIS)


1.       Tangible Assets: value of Borrower's total assets
         (including leaseholds, leasehold improvements and
         reserves against assets, but EXCLUDING sum of all
         intangible assets as defined below*)                     $
                                                                   -------------

         (A) = Total Tangible Assets                              $
                                                                   -------------

2.       Total Liabilities:

         current liabilities                                      $
                                                                   -------------
         + long term liabilities (including, but not limited to,
         accrued and deferred income taxes)                       $
                                                                   -------------

         (A) = Total Liabilities                                  $
                                                                   -------------

3.       Non-Current Portion of Subordinated Liabilities      $
                                                               -------------

TANGIBLE NET WORTH = 1(A) - 2(A) + 3                          $
                                                               -------------

Required Tangible Net Worth:                                      $
                                                                   -------------

*the sum of goodwill, patents, trademarks, trade names, organization expense,
unamortized debt discount and expense, capitalized or deferred research and
development costs, deferred marketing expenses, and other like intangibles and
monies due from affiliates, officers, directors, employees, shareholders,
members or managers of Borrower.




                                      A-ii
<PAGE>


                       FIXED CHANGE COVERAGE RATIO EXHIBIT

                                            12 MONTH PERIOD ENDING
                                                                   -------------


FIXED CHANGE COVERAGE RATIO (ON A CONSOLIDATED BASIS)

1.       EBITDA:
                  net income before income tax            $
                                                           ------------
         +        interest expense                        $
                                                           ------------
         +        depreciation                            $
                                                           ------------
         +        amortization                            $
                                                           ------------
         +        other non-cash charges                  $
                                                           ------------

         (A) = EBITDA                                     $
                                                           ------------

         Minus CASH TAXES PAID                            $
                                                           ------------

         Equals
         A1 = Cash Flow                                   $
                                                           ------------

2.       Current portion of long term debt (as of
         the date 12 months prior to the current          $
         financial statement)                              ------------
         + current portion of capitalized lease
           obligations                                    $
                                                           ------------
         + interest expense on all obligations            $
                                                           ------------
         + dividends paid                            $
                                                      ------------
         + CAPEX                                          $
                                                           ------------

         (A) = Fixed Charges                         $
                                                      ------------

DEBT SERVICE COVERAGE RATIO = 1(A)(1) / 2(A)                            to 1.0
                                                           ------------

Required ratio is:                                         1.25 to 1.0



                                     A-iii
<PAGE>


                       FUNDED DEBT TO EBITDA RATIO EXHIBIT

                                            12 MONTH PERIOD ENDING
                                                                   -------------

FUNDED DEBT TO EBITDA RATIO (ON A CONSOLIDATED BASIS)

1.       Funded Debt:
         all outstanding liabilities for borrowed money     $
                                                             -----------
         + other interest-bearing liabilities, including
         current and long-term debt                      $
                                                          ----------

         LESS

         The non-current portion of Subordinated
         Liabilities to Borrower's obligations to Lender ($        )
                                                           --------

         (A)      = Funded Debt                             $
                                                             -----------

2.       EBITDA (from Fixed Charge Coverage Ratio
         Exhibit):                                       $
                                                          ---------

FUNDED DEBT TO EBITDA RATIO = 1(A) / 2:                                  to 1.0.
                                                              -----------





                                      A-iv
<PAGE>


                                   EXHIBIT "B"

                                 PROMISSORY NOTE
                                (Revolving Note)

$25,000,000.00                   Houston, Texas                 October 25, 2001

                  FOR VALUE RECEIVED, the undersigned ("MAKER") promises to pay
to the order of BANK OF AMERICA, N.A. ("PAYEE"), at its banking quarters in
Houston, Harris County, Texas, the sum of TWENTY-FIVE MILLION AND NO/100 DOLLARS
($25,000,000.00), or so much thereof as may be advanced against this Note
pursuant to the Amended and Restated Loan Agreement dated of even date herewith
by and between Maker and Payee (as may be amended, modified, supplemented, or
restated from time to time, the "LOAN AGREEMENT"), together with interest at the
rates and calculated as provided in the Loan Agreement.

                  Reference is hereby made to the Loan Agreement for matters
governed thereby, including, without limitation, certain events which will
entitle the holder hereof to accelerate the maturity of all amounts due
hereunder. Capitalized terms used but not defined in this Note shall have the
meanings assigned to such terms in the Loan Agreement.

                  This Note is issued pursuant to, is the "REVOLVING NOTE"
under, and is payable as provided in the Loan Agreement. This Note is a
revolving note subject to the terms of the Loan Agreement, an amount borrowed,
may be repaid and reborrowed. This Note is issued in renewal and replacement of
certain indebtedness provided in Section 4.1(e) of the Loan Agreement. Subject
to compliance with applicable provisions of the Loan Agreement, Maker may at any
time pay the full amount or any part of this Note without the payment of any
premium or fee, but such payment shall not, until this Note is fully paid and
satisfied, excuse the payment as it becomes due of any payment on this Note
provided for in the Loan Agreement.

                  THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE LAWS OF THE
STATE OF TEXAS WITHOUT GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS
OF LAW; PROVIDED, HOWEVER, THAT CHAPTER 346 OF THE FINANCE CODE (WHICH REGULATES
CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND REVOLVING TRIPARTY ACCOUNTS) SHALL
NOT APPLY TO THIS NOTE.


                                            POWELL INDUSTRIES, INC.



                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------



                                      B-i
<PAGE>


                                   EXHIBIT "C"

                                 PROMISSORY NOTE
                                   (Term Note)

$5,714,285.68                    Houston, Texas                 October 25, 2001

                  FOR VALUE RECEIVED, the undersigned ("MAKER") promises to pay
to the order of BANK OF AMERICA, N.A. ("PAYEE"), at its banking quarters in
Houston, Harris County, Texas, the sum of FIVE MILLION SEVEN HUNDRED FOURTEEN
THOUSAND TWO HUNDRED EIGHTY-FIVE AND 68/100 DOLLARS ($5,714,285.68), or so much
thereof as may be advanced against this Note pursuant to the Amended and
Restated Loan Agreement dated of even date herewith by and between Maker and
Payee (as may be amended, modified, supplemented, or restated from time to time,
the "LOAN AGREEMENT"), together with interest at the rates and calculated as
provided in the Loan Agreement.

                  Reference is hereby made to the Loan Agreement for matters
governed thereby, including, without limitation, certain events which will
entitle the holder hereof to accelerate the maturity of all amounts due
hereunder. Capitalized terms used but not defined in this Note shall have the
meanings assigned to such terms in the Loan Agreement.

                  This Note is issued pursuant to, is the "TERM NOTE" under, and
is payable as provided in the Loan Agreement. This Note is issued in renewal and
replacement of certain indebtedness provided in Section 4.1(e) of the Loan
Agreement. Subject to compliance with applicable provisions of the Loan
Agreement, Maker may at any time pay the full amount or any part of this Note
without the payment of any premium or fee, but such payment shall not, until
this Note is fully paid and satisfied, excuse the payment as it becomes due of
any payment on this Note provided for in the Loan Agreement.

                  THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE LAWS OF THE
STATE OF TEXAS WITHOUT GIVING EFFECT TO PRINCIPLES THEREOF RELATING TO CONFLICTS
OF LAW; PROVIDED, HOWEVER, THAT CHAPTER 346 OF THE FINANCE CODE (WHICH REGULATES
CERTAIN REVOLVING CREDIT LOAN ACCOUNTS AND REVOLVING TRIPARTY ACCOUNTS) SHALL
NOT APPLY TO THIS NOTE.


                                            POWELL INDUSTRIES, INC.



                                            By:
                                               ---------------------------------
                                            Name:
                                                 -------------------------------
                                            Title:
                                                  ------------------------------


                                       C-i
<PAGE>


                                   EXHIBIT "D"

                                JOINDER AGREEMENT


                  [Subsidiary], a corporation (the "SUBSIDIARY"), hereby agrees
with (a) Bank of America, N.A. (the "LENDER"), under the Amended and Restated
Loan Agreement dated as of October 25, 2001, between Powell Industries, Inc., a
Nevada corporation and Lender (as modified from time to time, the "LOAN
AGREEMENT," the capitalized terms of which are used herein unless otherwise
defined herein), and (b) the other parties to the Guaranty dated as of even date
therewith, executed in connection with the Loan Agreement, as follows:

                  In accordance with Section 3.11 of the Loan Agreement the
Subsidiary hereby (a) joins the Guaranty, as a party thereto and assumes all the
obligations of a Guarantor (as defined in the Guaranty) under the Guaranty, (b)
agrees to be bound by the provisions of the Guaranty, and (c) confirms that,
after joining the Guaranty, as set forth above, the representations and
warranties set forth in the Loan Agreement and, the Guaranty with respect to the
Subsidiary are true and correct in all material respects as of the date of this
Joinder Agreement.

                  For purposes of notices under the Guaranty, the notice address
for the Subsidiary is as follows:

                  ----------------------------------------

                  ----------------------------------------

                  ----------------------------------------
                  Attention:
                             -----------------------------
                  Telephone: (  )
                                 -------------------------
                  Telecopy:  (  )
                                 -------------------------

                  THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS REPRESENT THE
FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

                  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.



                                      D-i
<PAGE>


                  IN WITNESS WHEREOF this Joinder Agreement is executed and
delivered as of the ______ day of _________________________, 20__.


                                                           [SUBSIDIARY]


                                                    By:
                                                       -------------------------
                                                    Name:
                                                         -----------------------
                                                    Title:
                                                          ----------------------



                                      D-ii