LOAN AGREEMENT

     THIS LOAN AGREEMENT (the "Agreement") is entered into as  of
April  1,  1999,  by and between LONGVIEW INDUSTRIAL  CORPORATION
(the  "Issuer"),  a  nonstock  nonprofit  industrial  development
corporation duly created and existing under the Constitution  and
laws  of  the State of Texas , and COLLINS INDUSTRIES, INC.  (the
"Company"), a Missouri corporation, as borrower;

                      W I T N E S S E T H:

     That  the  parties  hereto, intending to  be  legally  bound
hereby  and  for  and in consideration of the  mutual  agreements
herein contained, DO HEREBY AGREE, as follows:

                           ARTICLE I

        DEFINITIONS AND CERTAIN RULES OF INTERPRETATION

     Section  1.1.   Definitions.  In addition to the  words  and
terms elsewhere defined herein, the following words and terms  as
used  herein shall have the following meanings unless the context
or  use clearly indicates another or different meaning or intent,
and any other words and terms defined in the Indenture shall have
the  same  meanings  when used herein as  assigned  them  in  the
Indenture unless the context or use clearly indicates another  or
different meaning or intent:

     "Act" means the Development Corporation Act of 1979, Article
5190.6, Vernon's Texas Civil Statutes, as amended.

     "Bank"  means  NationsBank, N.A., in  its  capacity  as  the
issuer  of  the  Letter  of Credit, and its  successors  in  such
capacity and their assigns, and if a Substitute Letter of  Credit
is issued, the issuer thereof.

     "Bank  Documents" means the Reimbursement Agreement and  the
Pledge Agreement.

     "Bank   Representative"  means  each  person  at  the   time
designated  to  act on behalf of the Bank by written  certificate
furnished to the Company and the Trustee containing the  specimen
signature of each such person and signed on behalf of the Bank by
a  Vice  President,  Assistant Vice President or  its  President.
Such Certificate may designate an alternate or alternates.

     "Bond  Counsel" means, with respect to the original issuance
of  the  Bonds,  McCall,  Parkhurst & Horton  L.L.P.,  717  North
Harwood,  9th  Floor, Dallas, Texas  75201, and  thereafter  such
other firm of nationally recognized attorneys at law appointed by
the  Company and acceptable to the Remarketing Agent, the Trustee
and the Issuer, and if a Letter of Credit shall then be in effect
with  respect to the Bonds, approved by the Bank, and experienced
in  issuing opinions with respect to tax-exempt bonds  under  the
exemptions provided in the Code.

     "Bond  Fund"  means the Bond principal and interest  payment
fund created by Section 4.02 of the Indenture.

     "Bondholder"  or "Holder of the Bonds" means the  registered
owner  of any Bond shown on the bond registration books  kept  by
the Trustee as Bond Registrar.

     "Bonds" means the Variable Rate Demand Revenue Bonds of  the
Issuer issued pursuant to the Indenture.  Any percentage of Bonds
specified  herein  for  any purpose  is  to  be  figured  on  the
aggregate principal amount of Bonds then outstanding.

     "Company"   means  Collins  Industries,  Inc.,  a   Missouri
corporation, and its successors and assigns.

     "Company Documents" means this Loan Agreement, the Note, the
Bond  Purchase Agreement, the Remarketing Agreement, and the Bank
Documents.

     "Company  Representative" means  each  person  at  the  time
designated to act on behalf of the Company by written certificate
furnished  to the Issuer and the Trustee containing the  specimen
signature  of such person and signed on behalf of the Company  by
an  authorized  officer  of the Company.   Such  certificate  may
designate an alternate or alternates.

     "Completion  Date"  means the date  determined  pursuant  to
Section 3.3.

     "Cost"  means  with  respect to the  Project,  the  cost  of
acquisition,     construction,    reconstruction,    improvement,
expansion, equipping and furnishing of the Project as provided in
the   Act,  including  without  limitation,  the  cost   of   the
acquisition   of   all  land,  rights-of-way,  property   rights,
easements,   and  interests,  the  cost  of  all  machinery   and
equipment,   financing  charges,  interest  during  construction,
necessary reserve funds, cost of estimates and of engineering and
legal services, plans, specifications, surveys, estimates of cost
and   of  revenue,  other  expenses  necessary  or  incident   to
determining  the  feasibility  and practicability  of  acquiring,
constructing, reconstructing, improving, and expanding  any  such
Project, administrative expense, and such other expense as may be
necessary   or   incident   to  the  acquisition,   construction,
reconstruction, improvement, and expansion thereof,  the  placing
of the same in operation, and the financing of the Project.

     "Counsel"  means an attorney, or firm thereof,  admitted  to
practice law before the highest court of any state in the  United
States of America or the District of Columbia.

     "Default"  means  an event or condition  the  occurrence  of
which  would, with the lapse of time or the giving of  notice  or
both, become an event of default hereunder.

     "Event  of  Default" means one of the events so  denominated
and described in Section 6.1 hereof.

     "Financing   Statements"  means  any   and   all   financing
statements  (including continuation statements) filed for  record
from  time  to time to perfect the security interests created  or
assigned.

     "Fiscal   Agent"  means  the  Fiscal  Agent   appointed   in
accordance with Section 9.09 of the Indenture.

     "Indenture"  means  the  Trust  Indenture,  of   even   date
herewith, between the Issuer and the Trustee, pursuant  to  which
the  Bonds are to be issued and secured, including any indentures
supplemental thereto.

     "Independent  Counsel" means an attorney, or  firm  thereof,
admitted to practice law before the highest court of any state in
the  United States of America or the District of Columbia and not
an  employee  on  a  full-time basis of either  the  Issuer,  the
Trustee,  the  Bank  or the Company (but  who  or  which  may  be
regularly retained by any one or more of them).

     "Independent Engineer" means an engineer or engineering firm
registered   and   qualified  to  practice  the   profession   of
engineering under the laws of the State and not an employee on  a
full-time basis of either the Issuer or the Company (but  who  or
which may be regularly retained by either).

     "Issuer"  means  Longview Industrial  Corporation,  and  its
successors and assigns..

     "Loan  Agreement" means this Loan Agreement as it now exists
and  as it may hereafter be amended pursuant to Article XI of the
Indenture.

     "Net Proceeds of Sale of the Bonds" means those proceeds  of
the sale of the Bonds remaining after payment of all expenses  in
connection with the issuance of the Bonds and the deposit of  all
accrued interest (if any) received from the sale of the Bonds  in
the  Bond  Fund, together with investment earnings  on  such  net
proceeds earned prior to the Completion Date.

     "Note" shall mean the promissory note of the Company in  the
principal amount of $4,200,000 dated as of April 1, 1999, in  the
form  attached  hereto as Exhibit B, issued pursuant  hereto  and
delivered  to  the Issuer as consideration for the  Loan  of  the
proceeds of the Bonds, and any amendment or supplement thereto or
substitution therefor.

     "Outstanding," when used with reference to the Bonds,  shall
have the meaning set forth in Article I of the Indenture.

     "Payment in Full of the Bonds" specifically encompasses  the
situations referred to in Section 7.01 of the Indenture.

     "Person" means any natural person, corporation, cooperative,
partnership, trust or unincorporated organization, government  or
governmental body or agency, political subdivision or other legal
entity as in the context may be appropriate.

     "Pledged Revenues" means and shall include:

     (a)  the payments required to be made by or on behalf of the
Company  under  this Loan Agreement except payments  to  (i)  the
Trustee  and  the Fiscal Agent for services rendered  as  Trustee
under  the  Indenture  and  as Fiscal Agent  for  the  Bonds  and
payments to be made to any Co-Trustee for services rendered under
the  Indenture  and  (ii)  expenses,  indemnification  and  other
payments  required to be made pursuant to Sections  5.2  and  6.4
hereof, and

     (b)    any  proceeds  which  arise  with  respect   to   any
disposition  of  any  of  the  property,  money,  securities  and
interests granted by the Issuer to the Trustee under the Granting
Clause of the Indenture.

     "President" means the President or the Vice President of the
Issuer.

     "Project"  means the acquisition, installation, construction
and equipping of certain manufacturing facilities, consisting  of
improvements  and  equipment to be used by  the  Company  or  its
affiliates  in  the  manufacture of  terminal  trucks,  specialty
vehicles  and  related products, to be located  in  the  City  of
Longview, Texas, as more fully described on Exhibit A hereto.

     "Qualified Costs of Construction" means that portion of  the
Cost  of the Project which is chargeable to the Project's capital
account  for  federal income tax purposes or which  would  be  so
chargeable either with a proper election by the Company under the
Code  or but for a proper election by the Company to deduct  such
amount  and  which were incurred and paid, or are to be  incurred
and paid, after April 14, 1998.

     "Reimbursement Agreement" means the Reimbursement Agreement,
of  even  date herewith, between the Company and the Bank,  under
the  terms  of  which the Bank agrees to issue  and  deliver  the
Letter  of Credit to the Trustee, and any amendment or supplement
thereto,  and  if a Substitute Letter of Credit  is  issued,  the
agreement between the Bank and the Company pursuant to which such
Substitute Letter of Credit is issued.

     "Secretary" means the Secretary of the Issuer.

     "State" means the State of Texas.

     "Substitute Letter of Credit" means the Substitute Letter of
Credit or an extension of the existing Letter of Credit issued in
accordance with Section 4.3 hereof.

     "Trustee"    means   Norwest   Bank   Minnesota,    National
Association, a national banking association, having its principal
corporate  trust  office in Minneapolis, Minnesota,  or  any  co-
trustee or any successor trustee under the Indenture.

     "Trustee Fees" means the periodic fees and expenses  charged
by the Trustee in order to serve as Trustee under the Indenture.

     "U.C.C." means the Uniform Commercial Code of the State,  as
now or hereafter amended.

     Section   1.2.    Certain  Rules  of  Interpretation.    The
definitions set forth in Section 1.1 shall be equally  applicable
to  both  the  singular  and plural forms of  the  terms  therein
defined and shall cover all genders.

     "Herein,"  "hereby," "hereunder," "hereof,"  "hereinbefore,"
"hereinafter"  and  other equivalent words  refer  to  this  Loan
Agreement  and not solely to the particular Article,  Section  or
subdivision hereof in which such word is used.

     Reference herein to an Article number (e.g., Article IV)  or
a  Section number (e.g., Section 6.2) shall be construed to be  a
reference  to  the  designated Article number or  Section  number
hereof  unless  the context or use clearly indicates  another  or
different meaning or intent.

     Any  terms  defined  in Article I of the Indenture  and  not
defined herein are hereby incorporated by reference.

     Section  1.3.  Other Defined Terms.  Capitalized terms  used
herein  and  not  otherwise defined in this Loan Agreement  shall
have the meanings given such terms in the Indenture.

                           ARTICLE II

                        REPRESENTATIONS

     Section  2.1.   Representations by the Issuer.   The  Issuer
makes  the  following  representations  as  the  basis  for   the
undertakings on its part herein contained:

     (a)   The  Issuer  (i)  is a nonstock  nonprofit  industrial
development  corporation duly organized and  existing  under  the
laws  of  the State, (ii) has full power and authority  to  enter
into the transactions contemplated by this Loan Agreement and the
Indenture  and  to  carry  out its obligations  under  this  Loan
Agreement and the Indenture, including the issuance of the Bonds,
(iii)  is not in default under any provisions of the laws of  the
State which would affect its existence or its powers referred  to
in  this subsection and (iv) by proper corporate action has  duly
authorized the execution and delivery of this Loan Agreement, the
Bonds and the Indenture.

     (b)   Under  existing statutes and decisions,  no  taxes  on
income or profits are imposed on the Issuer.  The Issuer will not
knowingly  take or omit to take any action reasonably within  its
control  which action or omission would impair the  exclusion  of
interest paid on the Bonds from the gross income of the owners of
the Bonds for federal income tax purposes.

     (c)   Neither  the execution and delivery by the  Issuer  of
this Loan Agreement or the Indenture, nor the consummation by the
Issuer of the transactions contemplated by this Loan Agreement or
the  Indenture,  conflicts with, will result in a  breach  of  or
default  under or will (except with respect to the  lien  of  the
Indenture)  result in the imposition of any lien on any  property
of  the Issuer pursuant to the terms, conditions or provisions of
any statute, order, rule, regulation, agreement or instrument  to
which the Issuer is a party or by which it is bound.

     (d)   Each of this Loan Agreement and the Indenture has been
duly  authorized, executed and delivered by the Issuer  and  each
constitutes the legal, valid and binding obligation of the Issuer
enforceable  against  the Issuer in accordance  with  its  terms,
except  as  such  enforceability may be  limited  by  bankruptcy,
insolvency, reorganization, moratorium or other laws relating  to
or   limiting   creditors'  rights  generally  or  by   equitable
principles of general applicability.

     (e)  There is no litigation or proceeding pending, or to the
knowledge of the Issuer threatened, against the Issuer, or to the
knowledge  of  the  Issuer affecting it,  which  would  adversely
affect the validity of this Loan Agreement, the Indenture or  the
Bonds or the ability of the Issuer to comply with its obligations
under this Loan Agreement, the Indenture or the Bonds.

     (f)   The  Issuer  hereby  finds  and  determines  that  all
requirements  of  the Act have been complied  with,  the  Project
constitutes and will constitute a "project" within the meaning of
the Act and the financing of the Project through the issuance  of
the Bonds will further the public purposes of the Act.

     (g)   No  member,  director,  officer,  official,  agent  or
employee of the Issuer has any interest (financial, employment or
other)  in the Company or the transactions contemplated  by  this
Loan Agreement.

     (h)  The Issuer will apply the proceeds from the sale of the
Bonds as specified in the Indenture and this Loan Agreement.   So
long as any of the Bonds remain outstanding and except as may  be
authorized  by the Indenture, the Issuer will not issue  or  sell
any bonds or obligations, other than the Bonds, the principal of,
premium,  if any, or interest on which will be payable  from  the
Trust Estate.

     (i)    The  Project  will  be  wholly  located  within   the
boundaries of the Issuer.

     (j)    No   approval,  authorization  or  consent   of   any
governmental or public agency or authority or officer (other than
those  which  have been obtained) is required in connection  with
the  execution and delivery by the Issuer of this Loan Agreement,
the  Indenture  or the Bonds, other than any required  under  the
securities laws of the United States or any state, as to  all  of
which no representation is made by the Issuer.

     (k)  Based upon the representations made by the Company, the
Board  of Directors hereby finds that (i) the Project is suitable
for  the promotion of industrial or manufacturing development and
expansion,  (ii)  the  Project will have a direct,  positive  and
favorable  impact  on  employment in the Governmental  Unit,  and
(iii)  that the Project is in furtherance of the public  purposes
as set forth in the Act.

     (l)   The Governmental Unit has by resolution approved  this
Agreement as required by the Act.

     Section 2.2.  No Representation or Warranty by Issuer as  to
Project.    The  Issuer  makes  no  representation  or   warranty
concerning  the  suitability of the Project for the  purpose  for
which it is being undertaken by the Company.  The Issuer has  not
made  any  independent  investigation as to  the  feasibility  or
creditworthiness of the Company.  Any bond purchaser, assignee of
the  Loan Agreement or any other party with any interest in  this
transaction, shall make its own independent investigation  as  to
the  creditworthiness and feasibility of the Project, independent
of any representation or warranties of the Issuer.

     Section  2.3.  Representations by the Company.  The  Company
makes  the  following  representations  as  the  basis  for   the
undertakings on its part herein contained:

     (a)    Organization  and  Power.   The  Company  (i)  is   a
corporation duly organized, validly existing and in good standing
under the laws of the State of Missouri, (ii) is not required  to
qualify  to  transact business in the State, and  (iii)  has  all
requisite  power  and  authority and all necessary  licenses  and
permits  to  own and operate its properties and to carry  on  its
business as now being conducted and as presently proposed  to  be
conducted.

     (b)   Pending Litigation.  There are no proceedings pending,
or  to  the  knowledge  of  the Company  threatened,  against  or
affecting  the  Company in any court or before  any  governmental
authority,  arbitration  board or  tribunal  which  if  adversely
determined,   would   materially   and   adversely   affect   the
transactions  contemplated  by  this  Loan  Agreement,  the  Bond
Purchase Agreement, the Remarketing Agreement or the Indenture or
which,  in  any  way, would materially and adversely  affect  the
properties, business, prospects, profits or condition  (financial
or  otherwise) of the Company, or the ability of the  Company  to
perform its obligations under the Company Documents.  The Company
is  not  in  default  with  respect to an  order  of  any  court,
governmental authority, arbitration board or tribunal.

     (c)  Agreements Are Legal and Authorized.  The execution and
delivery by the Company of each of the Company Documents and  the
compliance  by the Company with all of the provisions hereof  and
thereof  (i) are within the corporate power of the Company,  (ii)
will  not  conflict with or result in any breach of  any  of  the
provisions  of, or constitute a default under, or result  in  the
creation of any lien, charge or encumbrance upon any property  of
the  Company under the provisions of, any agreement, articles  of
incorporation, by-laws or other instrument to which  the  Company
is a party or by which it may be bound, or any license, judgment,
decree,  law, statute, order, rule or regulation of any court  or
governmental agency or body having jurisdiction over the  Company
or  any of its activities or properties, and (iii) have been duly
authorized by all necessary corporate action on the part  of  the
Company.

     (d)   Governmental Consent.  Neither the Company nor any  of
its  business  or  properties, nor any relationship  between  the
Company and any other person, nor any circumstances in connection
with  the  execution, delivery and performance by the Company  of
the  Company  Documents or the offer, issue, sale or delivery  by
the  Issuer  of  the  Bonds, is such as to require  the  consent,
approval  or  authorization of, or the  filing,  registration  or
qualification with, any governmental authority on the part of the
Company  other  than  those already obtained; provided,  however,
that  no representation is made as to any consents, approvals  or
authorizations  required in connection with the  construction  or
occupancy of the Project.

     (e)   No  Defaults.  No event has occurred and no  condition
exists  with  respect  to the Company that  would  constitute  an
"event  of default" under any of the Company Documents or  which,
with  the  lapse  of time or with the giving of notice  or  both,
would  become such an "event of default."  The Company is not  in
violation  in any material respect of any agreement, articles  of
incorporation, by-laws or other instrument to which it is a party
or by which it may be bound.

     (f)   Compliance with Law.  The Company is not in  violation
in  any material way of any laws, ordinances, governmental  rules
or  regulations  to  which it is subject and has  not  failed  to
obtain  any  licenses, permits, franchises or other  governmental
authorizations necessary to the ownership of its properties or to
the conduct of its business, which violation or failure to obtain
might  materially and adversely affect the properties,  business,
prospects, profits or conditions (financial or otherwise) of  the
Company.

     (g)   Inducement.  The Project will be wholly located within
the  boundaries  of the City of Longview, Texas, consist  of  the
facilities  described  in  Exhibit A  hereto,  and  constitute  a
"project"  within the meaning of the Act.  The Company represents
to  the  Issuer  and  the Department that (1)  the  Project  will
contribute   to   the  economic  growth  or  stability   of   the
Governmental  Unit  by  (A) increasing or stabilizing  employment
opportunities   in  the  Governmental  Unit,  (B)   significantly
increasing   or  stabilizing  the  property  tax  base   of   the
Governmental  Unit  and  the State, and  (C)  promoting  commerce
within the Governmental Unit and the State; (2) it has no present
intention  of using or moving any portion of the Project  out  of
the  State or disposing of or abandoning the Project; and (3)  it
has  no present intention of directing the Project to a use other
than  the purposes represented to the Governmental Unit  and  the
Department.

     (h)   Use  of Proceeds.  The proceeds of the Bonds  will  be
used  solely  to  finance the cost of acquisition,  construction,
installation  and  equipping of the  Project  and  the  costs  of
issuance of the Bonds.

     (i)   Estimated  Time  of Completion of  the  Project.   The
Company estimates that the Project will be completed in November,
2000.

     (j)   Location of Project.  The Project is located  entirely
within  the  geographical boundaries of  the  City  of  Longview,
Texas.

     Section 2.4.  Intentionally Omitted.

     Section  2.5.   Purchase  of Bonds by  Issuer  and  Company.
Except  for  purchases to retire Bonds and purchases pursuant  to
Section  3.07 of the Indenture, the Issuer and the Company  agree
that they shall not purchase any Bonds, directly or indirectly.

                           ARTICLE III

        ISSUANCE OF THE BONDS; ACQUISITION, CONSTRUCTION,
              INSTALLATION AND FINANCING OF PROJECT

     Section 3.1.  Agreement to Acquire, Construct and Equip  the
Project.   The  Company shall cause the acquisition, construction
and  equipping  of the Project to be completed  as  described  in
Exhibit A, as such Exhibit A may be amended from time to time  by
the Company; provided, that in the case of any material change in
such  Exhibit  A  there shall be filed with the  Issuer  and  the
Trustee  the  written approving Opinion of Bond  Counsel  to  the
effect  that such change shall be permitted by the Act and  shall
not impair the exclusion of the interest on any of the Bonds from
gross  income  of  the  owners thereof  for  federal  income  tax
purposes.  The Company agrees to obtain all licenses, permits and
consents   required   for  the  acquisition,   construction   and
installation  of  the  Project, and  the  Issuer  shall  have  no
responsibility therefor.

     The  Company  will not take any action or fail to  take  any
action  which  would  adversely affect the qualification  of  the
Project  under  the Act or the exclusion of the interest  on  the
Bonds  from gross income of the owners thereof for federal income
tax purposes.

     Section  3.2.   Agreement  to Issue  Bonds;  Application  of
Proceeds; Construction Fund.  In order to provide funds to make a
loan  to the Company for the payment of a portion of the cost  of
acquiring,  constructing and equipping the  Project,  the  Issuer
agrees that as soon as possible it will authorize, sell and cause
to  be  delivered to the initial purchaser or purchasers thereof,
the  Bonds, bearing interest and maturing as set forth in Article
II of the Indenture, at a price to be approved by the Company and
Bank, and it will thereupon make the loan of the proceeds of  the
Bonds received from said sale by depositing said proceeds in  the
Construction  Fund created in the Indenture.  The moneys  in  the
Construction  Fund  shall  be  used  to  finance  the  acquiring,
constructing and equipping of the Project and for paying  certain
of the costs of issuing the Bonds.

     Section   3.3.   Establishment  of  Completion  Date.    The
Completion Date shall be evidenced to the Issuer and the  Trustee
by  a  certificate in the form of Exhibit D hereto, signed  by  a
Company Representative stating (a) the Cost of Project, (b)  that
the  acquisition, construction and equipping of the Project  have
been completed substantially in accordance with Section 3.1,  and
(c) that, except for amounts retained by the Trustee for the Cost
of  Project  not then due and payable, if any, the full  Cost  of
Project  has  been  paid.  Notwithstanding  the  foregoing,  such
certificate shall state that it is given without prejudice to any
rights  against  third parties which exist at the  date  of  such
certificate or which may subsequently come into being.

     Section 3.4.  Company Required to Complete Project.  If  the
proceeds  derived  from  the sale of the Bonds  issued  for  such
purpose  are  not sufficient to pay in full the Cost of  Project,
the  Company shall pay so much of the cost thereof as may  be  in
excess  of  the  proceeds of the Bonds and any investment  income
thereon  available therefor.  The Company agrees that  if,  after
exhaustion of the proceeds derived from the sale of the Bonds and
investment income thereon, the Company should pay any portion  of
the  Cost  of Project pursuant to the provisions of this Section,
it  shall not be entitled to any reimbursement therefor from  the
Issuer  or the Trustee nor shall it be entitled to any abatement,
diminution or postponement of its payments hereunder or under the
Note.

     Section  3.5.   Limitation of Issuer's Liability.   Anything
contained in this Loan Agreement to the contrary notwithstanding,
any  obligation  the  Issuer may incur  in  connection  with  the
undertaking of the project for the payment of money shall not  be
deemed  to constitute a debt or general obligation of the Issuer,
the  Governmental  Unit, the State or any  political  subdivision
thereof,  but  shall  be  payable solely from  the  revenues  and
receipts  derived by it from this Loan Agreement  and  the  Note,
including  payments received under the Note,  and  from  payments
made pursuant to the Letter of Credit.  No provision in this Loan
Agreement or any obligation herein imposed upon the Issuer or the
breach  thereof, shall constitute or give rise to or impose  upon
the  Issuer,  the Governmental Unit, the State or  any  political
subdivision  thereof a pecuniary liability or a charge  upon  its
general  credit or taxing powers.  No officer or  member  of  the
Issuer shall be personally liable on this Loan Agreement.

     Section   3.6.   Disclaimer  of  Warranties.   The   Company
recognizes  that since the Project has been or will be  acquired,
constructed  and  equipped by the Company and by contractors  and
suppliers  selected by the Company, NEITHER THE  ISSUER  NOR  THE
TRUSTEE MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED,
WITH RESPECT TO THE MERCHANTABILITY, CONDITION OR WORKMANSHIP  OF
ANY  PART  OF THE PROJECT OR ITS SUITABILITY FOR THE PURPOSES  OF
THE COMPANY OR THE EXTENT TO WHICH PROCEEDS DERIVED FROM THE SALE
OF  THE  BONDS  WILL  PAY THE COST TO BE INCURRED  IN  CONNECTION
THEREWITH.

     Section   3.7.    Cost   of   Project.    Anything    herein
notwithstanding,  no item of cost which exceeds  with  all  other
such  items  (a) five percent (5%) of the net proceeds (including
investment proceeds) of the Bonds which is not a Qualified  Costs
of  Construction under the Code, including but not limited to (i)
costs paid or incurred prior to April 14, 1998, (ii) interest  on
the  Bonds  following completion of the acquisition, construction
and  equipping of the Project, or (iii) the costs of issuance  of
the Bonds, or (b) two percent (2%) of the principal amount of the
Bonds  which is an issuance cost, shall be considered a  Cost  of
Project  that  is  eligible to be paid  or  reimbursed  from  the
proceeds  of  the Bonds.  To the extent permitted by law  without
affecting  the exclusion of the interest on the Bonds from  gross
income of the owners thereof for federal income tax purposes,  if
the  Company  determines  that  it  has  exceeded  the  foregoing
limitation,  it shall immediately repay to the Construction  Fund
sufficient  monies  to  bring  it  into  compliance   with   such
limitation.

     Section  3.8.  Payments from Construction Fund.  The Trustee
shall use moneys in the Construction Fund solely to pay the  Cost
of   Project.   Before  any  payment  shall  be  made  from   the
Construction Fund, there shall be filed with the Trustee:

     (a)   A  requisition, in the form attached hereto as Exhibit
C,  signed by a Company Representative and approved in writing by
an  officer  of the Bank, stating to whom the payment  is  to  be
made, the amount of payment, the purpose in reasonable detail for
which  the  obligation  to be paid was  incurred,  and  that  the
obligation  stated on the requisition has been  incurred  by  the
Company in or about the acquisition, construction or equipping of
the   Project,  each  item  is  a  proper  charge   against   the
Construction Fund and the obligation has not been the basis for a
prior   requisition  which  has  been  paid,  together   with   a
certificate attached to such requisition and signed by a  Company
Representative stating that:

          (1)  there has been received no written notice  of  any
     lien,  right to lien or attachment upon, or claim  affecting
     the  right  of the payee to receive payment of, any  of  the
     moneys payable under such requisition to any of the persons,
     firms, or corporation named therein;

          (2)   such  requisition contains no items  representing
     payment on account of any percentage entitled to be retained
     at the date of the certificate;

          (3)  the payment of such requisition will not result in
     less  than 95% of the net proceeds of the Bonds expended  or
     to   be  expended  under  such  requisition  and  all  prior
     requisitions  being  considered  as  having  been  used  for
     Qualified Costs of Construction;

          (4)   the  payment of such requisition will not violate
     the  prohibitions  on use of proceeds set forth  in  Section
     5.12; and

          (5)   no  Event  of  Default  hereunder  or  under  the
     Indenture  or event which after notice or lapse of  time  or
     both would constitute an Event of Default hereunder or under
     the Indenture has occurred and not been waived or cured.

     (b)   An  invoice  or  other  appropriate  evidence  of  the
obligation  described in the requisition required  by  subsection
(a)  above, or written confirmation from the Bank that such items
are on file with the Bank.

     Upon  receipt  of  each  such requisition  and  accompanying
certificate, the Trustee shall make payment from the Construction
Fund in accordance with such requisition.

     Section  3.9.  Investment of Funds.  Except for  amounts  on
deposit  in the Rebate Fund, any moneys held in the Bond Fund  or
the  Construction  Fund  or  any other  fund  created  under  the
Indenture shall be invested or reinvested by the Trustee  as  set
forth  in  Section 4.11 of the Indenture, to the extent permitted
by   law,  in  the  Eligible  Investments  (as  defined  in   the
Indenture),  at  the telephonic or oral direction  (confirmed  in
writing)  of the Company Representative.  Amounts on  deposit  in
the  Rebate Fund shall be invested pursuant to Section 5.12.  All
such  investments shall at all times be a part of the  fund  (the
Construction Fund, the Bond Fund or such other fund created under
the Indenture, as the case may be) from where the moneys used  to
acquire  such  investments shall have come, and  all  income  and
profits  on  such investments shall be credited  to,  and  losses
thereon shall be charged against, such fund.

     Section   3.10.   Special  Arbitrage  Certifications.    The
Company  covenants with the Issuer, the Trustee  and  the  owners
from  time to time of the Bonds that so long as any Bond  remains
Outstanding,  moneys  on  deposit  in  any  fund  or  account  in
connection  with  the  Bonds, whether or  not  such  moneys  were
derived  from the proceeds of the sale of the Bonds or  from  any
other sources, will not be used in a manner which will cause  the
Bonds to be "arbitrage bonds," within the meaning of Section  148
of  the  Code and any lawful regulations promulgated or  proposed
thereunder.

     Section  3.11.   Depositories of  Moneys  and  Security  for
Deposit.   All  moneys received by the Issuer in connection  with
the  issuance of the Bonds (other than for its fees and expenses)
shall  be  deposited in the Construction Fund created  under  the
Indenture.   All  such  moneys  deposited  shall  be  applied  in
accordance with the terms and for the purposes herein  set  forth
and shall not be subject to lien or attachment by any creditor of
the Issuer.

     The  Issuer  and the Company agree for the benefit  of  each
other  and for the benefit of the Trustee and the holders of  the
Bonds that the Net Proceeds of the sale of the Bonds will not  be
used  in  any manner which would affect the exclusion from  gross
income  for  federal income tax purposes of the interest  on  the
Bonds.

                           ARTICLE IV

                     PROVISIONS FOR PAYMENT

     Section 4.1.  Title to the Project.  The Issuer acknowledges
that  (a) the Issuer will not be vested with any interest in  the
Project  as  a result of its authorization, sale, or issuance  of
the  Bonds  to finance the cost of the acquisition, construction,
equipping,  or  installation  thereof,  and  (b)  that  the  only
security  for  the  Bonds will be the Letter of  Credit  and  the
moneys  deposited  in the funds and accounts  created  under  the
Indenture.

     Section 4.2.  Payment Obligations of the Company.

     (a)   As consideration for the issuance of the Bonds and the
lending  of  the Bond proceeds to the Company by  the  Issuer  in
accordance  with  the  provisions of  this  Loan  Agreement,  the
Company agrees to execute and deliver to the Issuer the Note.  In
addition, the Company agrees (i) except as provided in subsection
(b)  of  this Section, to make prompt payment to the Trustee,  as
assignee and pledgee of the Issuer, for deposit in the Bond Fund,
on all payments on the Note as and when the same shall be due and
payable,  and  (ii)  to pay pursuant hereto  and  the  Note  sums
sufficient  to pay the principal and purchase price of,  premium,
if  any,  or  interest on the Bonds (whether  at  maturity,  upon
redemption  or acceleration, or otherwise) when and as  the  same
shall be due and payable.  All such payments shall be made to the
Trustee  at  its principal office in lawful money of  the  United
States  of America, except as may be otherwise agreed to  by  the
Trustee.

     (b)   In  order  to  provide for the  payments  required  in
subsection (a) of this Section, the Company shall cause the  Bank
to  deliver  the  Letter of Credit to the Trustee  simultaneously
with  the  original issue and delivery of the Bonds,  and  hereby
authorizes  and  directs the Trustee to  draw  moneys  under  the
Letter  of  Credit  in  accordance with  the  provisions  of  the
Indenture  to  the  extent  necessary to  make  any  payments  of
principal and purchase price of, and interest on the Bonds as and
when  the same become due.  The Company shall receive as a credit
against  its  obligations  to  make  the  payments  described  in
subsection  (a)  of this Section all payments made  by  the  Bank
under  the  Letter of Credit and all other amounts  described  in
Section 4.01 of the Indenture.

     (c)   If the Company should fail to make any of the payments
required in subsection (a) and (b) above, the item or installment
which  the  Company  has  failed to make  shall  continue  as  an
obligation  of the Company until the same shall have  been  fully
paid,  and  the  Company  agrees to pay the  same  with  interest
thereon  at the rate per annum borne by the Bonds until  paid  in
full.

     (d)   In  addition, the Company agrees to pay the  costs  of
issuing  the Bonds which are not being paid with the proceeds  of
the  sale of the Bonds either by paying any or all of such  costs
directly or by depositing the same with the Trustee.  Any  monies
so  deposited with the Trustee shall be disbursed by the  Trustee
in accordance with written instructions from the Company.

     (e)   Anything herein, in the Indenture or in the  Bonds  to
the  contrary  notwithstanding, the obligations  of  the  Company
hereunder  shall  be  subject  to the  limitation  that  payments
constituting interest under this Section shall not be required to
the  extent that the receipt of such payment by the holder of any
Bond  would  be  contrary to the provisions of law applicable  to
such holder which limit the maximum rate of interest which may be
charged or collected by such holder.

     Section 4.3.  Letter of Credit; Substitute Letter of Credit.

     (a)    The   Letter  of  Credit  delivered  to  the  Trustee
simultaneously  with the original issuance and  delivery  of  the
Bonds constitutes an irrevocable obligation of the Bank to pay to
the  Trustee,  upon  request  and in accordance  with  the  terms
thereof,  up  to an amount equal to the sum of (i) the  principal
amount of the Bonds then outstanding plus (ii) an amount equal to
interest  for 35 days on the principal amount of each  Bond  then
outstanding at the rate of twelve percent (12%) per annum.

     (b)  The Company shall have the option from time to time  to
provide  the  Trustee  with  a Substitute  Letter  of  Credit  in
accordance  with the provisions of Section 5.03 of the Indenture.
If  at any time there shall have been delivered to the Trustee  a
Substitute  Letter of Credit, together with the  other  documents
and opinions required by this Section 5.03 of the Indenture, then
the  Trustee  shall accept such Substitute Letter of  Credit  and
promptly  surrender the previously held Letter of Credit  to  the
issuer thereof for cancellation, in accordance with the terms  of
such  Letter of Credit.  If at any time there shall cease  to  be
any  Bonds  outstanding under the Indenture,  the  Trustee  shall
promptly surrender the Letter of Credit to the issuer thereof, in
accordance  with  the  terms  of  such  Letter  of  Credit,   for
cancellation.   The Trustee shall comply with the procedures  set
forth  in  the  Letter  of  Credit relating  to  the  termination
thereof.

     Section  4.4.   Administrative Expenses.  The Company  shall
pay,  or  cause to be paid, an amount equal to (a) the  fees  and
charges  of the Trustee incurred in connection with the rendering
of  its ordinary and extraordinary services as Trustee under  the
Indenture,  as  and  when  the same  become  due,  including  the
reasonable fees of its Counsel, (b) the fees and charges  of  the
Fiscal  Agent for acting as Fiscal Agent for the Bonds, including
the  fees  and expenses of its Counsel, (c) the fees and expenses
of  the  Underwriter for serving as Underwriter  for  the  Bonds,
including  the  fees and expenses of its Counsel, and  any  other
amounts  due  and  payable  to  the Underwriter  under  the  Bond
Purchase  Agreement, (d) the fees and expenses of the Remarketing
Agent  for  serving as Remarketing Agent for the Bonds, including
the  fees and expenses of its Counsel, and any other amounts  due
and  payable  to  the  Remarketing Agent  under  the  Remarketing
Agreement,  (e)  the fees and expenses of the Rating  Agency  for
issuing  and  maintaining its securities  rating  on  the  Bonds,
(f)  the  out-of-pocket  expenses,  administrative  expenses  and
Counsel fees of the Issuer and (g) the fees and expenses of  Bond
Counsel.   The Company may, without constituting grounds  for  an
Event of Default hereunder, withhold payment of any such fees and
charges  of the Trustee or the Fiscal Agent, to contest  in  good
faith the necessity for any extraordinary services of the Trustee
and  the  reasonableness  of any extraordinary  expenses  of  the
Trustee,  or  to  contest in good faith  the  necessity  for  any
services  performed  and expenses paid or incurred  by,  and  the
reasonableness  of any fees, charges or expenses of,  the  Fiscal
Agent.   If  the Company should fail to make any of the  payments
required  in  this  Section, the item or  installment  which  the
Company has failed to make shall continue as an obligation of the
Company  until the same shall have been fully paid, with interest
thereon  at the rate per annum borne by the Bonds until  paid  in
full.

     Section  4.5.   Obligations  of  the  Company  Absolute  and
Unconditional.  Subject to the provisions of Section 6.5  hereof,
the  obligations of the Company to make or to cause (pursuant  to
the  Letter  of  Credit)  to  be made the  payments  required  in
Sections  4.2  and  4.4  and to perform  and  observe  the  other
agreements  on  its part contained herein shall be  absolute  and
unconditional and shall not be subject to diminution by  set-off,
counterclaim, abatement or otherwise by reason of any  action  or
inaction  of  the Trustee, the Issuer or any third party.   Until
such  time  as the principal of, and the interest on,  the  Bonds
shall have been paid in full, the Company (a) will not suspend or
discontinue  any payments provided for in Sections  4.2  and  4.4
except to the extent the same have been prepaid, (b) will perform
and  observe all its other agreements contained herein,  and  (c)
except as provided in Article VII hereof, will not terminate this
Loan  Agreement  for any cause, including, without  limiting  the
generality of the foregoing, any acts or circumstances  that  may
constitute  failure  of consideration, sale,  loss,  eviction  or
constructive  eviction, destruction of or damage to the  Project,
condemnation,  commercial frustration of purpose, any  change  in
the  tax or other laws of the United States of America or of  the
State  or any political subdivision of either, or any failure  of
the  Issuer to perform and observe any agreement, whether express
or  implied, or any duty, liability or obligation arising out  of
or in connection herewith or with the Indenture.  Notwithstanding
the  foregoing,  the obligation of the Company to  make  payments
hereunder shall be satisfied and discharged to the extent  moneys
are received by the Trustee pursuant to the Letter of Credit.

     Nothing  contained herein shall be construed as a waiver  of
any  rights  which the Company may have against any person  under
this  Loan  Agreement, the Indenture or otherwise, or  under  any
provision  of  law;  provided, however, that  the  Company  shall
pursue any rights or remedies against the Trustee, any Bondholder
or  any third party in connection herewith, or in connection with
the  Indenture,  the  Company Documents, the  Bank  Documents  or
otherwise relating to the Bonds and security therefor only  in  a
separate  action,  and  not by way of any set-off,  counterclaim,
cross-claim or third party action in any suit brought to  enforce
the  rights  of the bondholders, the Trustee or the Issuer  under
this  Loan  Agreement, the Indenture, the Company Documents,  the
Bank  Documents or otherwise in connection herewith; and provided
further,  that in order to preserve the right of the  Company  to
raise  such issues in any separate suit, any claim of the Company
which,   but   for  this  Section  4.5,  would  be  a  compulsory
counterclaim, shall be identified as such in the first responsive
pleading  filed  by  the  Company to any action  brought  by  the
Issuer, Trustee, any Bondholder or any person.

     Section   4.6.   Company  Consent  to  Assignment  of   Loan
Agreement  and  Execution of Indenture.  The Company  understands
that  the  Issuer will, pursuant to the Indenture and as security
for  the  payment of the principal of, premium, if any,  and  the
interest  on  the  Bonds, assign and pledge to the  Trustee,  and
create a security interest in favor of the Trustee in certain  of
its  rights,  title  and interest in and to this  Loan  Agreement
(including   all  Pledged  Revenues)  reserving,   however,   the
Unassigned Rights; and the Company hereby agrees and consents  to
such assignment and pledge.  The Company acknowledges that it has
received a copy of the Indenture and consents to the execution of
the  same by the Issuer; provided, however, such consent does not
constitute   a   representation  as  to  the  accuracy   of   any
representations or warranties made thereunder.

     Section  4.7.   Company's Performance Under Indenture.   The
Company  agrees, for the benefit of the Bondholders,  to  do  and
perform all acts and things contemplated in the Indenture  to  be
done or performed by it.

                           ARTICLE V

                     PARTICULAR AGREEMENTS

     Section   5.1.   Maintenance,  Operation  and  Insuring   of
Project;  Taxes; No Operation of Project by Issuer.  The  Company
hereby  agrees that it will at its own expense maintain or  cause
to be maintained and operate or cause to be operated all portions
of  the  Project  during their useful lives  or  until  they  are
replaced with facilities necessary in their operation.  This Loan
Agreement   does  not  prevent  the  Company  from   merging   or
consolidating  with another entity as permitted by  Section  5.3.
The  Company  further agrees that, except for taxes contested  in
good faith, it will pay or cause to be paid all taxes levied with
respect to the Project and the income therefrom and that it  will
at  its own expense keep or cause to be kept the Project properly
insured  against loss or damage from such perils usually  insured
against  by  businesses operating or owning like  properties  and
maintain   public  liability  insurance  and  all  such  worker's
compensation  or other similar insurance as may  be  required  by
law.   Evidence of such insurance will be furnished to  the  Bank
and,  if  there is no Bank, to the Trustee upon request.  Nothing
contained in this Loan Agreement shall be deemed to authorize  or
require  the  Issuer to operate the Project  or  to  conduct  any
business enterprise in connection therewith.

     Section  5.2.  Release and Indemnification Provisions.   The
Company will, whether or not the transactions contemplated by the
Company   Documents  and  the  Indenture  shall  be  consummated,
indemnify   and  hold  harmless  the  Issuer  and  its  officers,
directors,  officials,  employees,  agents  and  attorneys;   the
Department,  its  directors,  employees  and  agents;   and   the
Governmental Unit, its officers, agents, attorneys, employees and
members of its governing body (any and all of the foregoing being
hereinafter referred to as the "Indemnified Persons"),  from  and
against   any   and  all  claims,  actions,  suits,  proceedings,
expenses,  judgments,  damages,  penalties,  fines,  assessments,
liabilities,   charges   or  other  costs   (including,   without
limitation,   all  attorneys'  fees  and  expenses  incurred   in
connection  with enforcing this Loan Agreement or collecting  any
sums   due  hereunder  and  any  claim  or  proceeding   or   any
investigation  in  connection therewith) relating  to,  resulting
from or in connection with (a) any cause whatsoever in connection
with the Project, including, without limitation, the acquisition,
design,   construction,   installation,   equipping,   operation,
maintenance or use thereof or the financing thereof including any
expenses  arising from the failure to make payment  of  principal
and interest on the Bonds; (b) any act or omission of the Company
or  any  of  its  agents,  contractors,  servants,  employees  or
licensees,  in connection with the Project; (c) the issuance  and
sale  of the Bonds, (d) a misrepresentation or breach of warranty
by the Company hereunder or under any of the Company Documents or
any offering document relating to the Bonds, or any violation  by
the Company of any of its covenants hereunder or under any of the
other  Company Documents, and (e) any loss or damage incurred  by
the  Issuer  as a result of violation by the Company of  Sections
5.11 or 5.12 of this Loan Agreement.

     THE  PROVISIONS OF THE PRECEDING PARAGRAPH SHALL REMAIN  AND
BE  IN  FULL  FORCE AND EFFECT EVEN IF ANY SUCH LIABILITY,  COST,
EXPENSE,  DAMAGE OR LOSS OR CLAIM THEREFOR BY ANY PERSON DIRECTLY
OR  INDIRECTLY RESULTS FROM, ARISES OUT OF, OR RELATES TO  OR  IS
ASSERTED TO HAVE RESULTED FROM, ARISEN OUT OF, OR RELATED TO,  IN
WHOLE  OR  IN  PART,  ONE OR MORE NEGLIGENT  ACTS  OR  OMISSIONS,
EXCLUDING WILLFUL MISCONDUCT, OF ANY OF THE INDEMNIFIED  PERSONS,
OR  ANY  OTHER  PARTY  ACTING FOR OR ON  BEHALF  OF  ANY  OF  THE
INDEMNIFIED PERSONS IN CONNECTION WITH THE MATTERS SET  FORTH  IN
CLAUSES (a) THROUGH (e) OF SAID PARAGRAPH.

     In  case  any action or proceeding shall be brought  against
one  or  more of the Indemnified Persons and in respect of  which
indemnity  may  be  sought as provided herein,  such  Indemnified
Person  or Indemnified Persons shall promptly notify the  Company
in  writing  and  the Company shall promptly assume  the  defense
thereof,   including   the  employment  of   counsel   reasonably
satisfactory  to such Indemnified Person or Indemnified  Persons,
payment of all expenses and the right to negotiate and consent to
settlement;  but  the failure to notify the Company  as  provided
herein  shall not relieve the Company from any liability that  it
may  have (i) under this Section, so long as the Company is given
the   reasonable   opportunity  to   defend   such   claim,   and
(ii)  otherwise than under this Section.  Any one or more of  the
Indemnified  Persons  shall have the  right  to  employ  separate
counsel  in  any  such action and to participate in  the  defense
thereof,  but  the reasonable fees and expenses of  such  counsel
shall   be  at  the  expense  of  such  Indemnified  Persons   or
Indemnified Persons unless (x) the employment of such counsel has
been  specifically authorized in writing by the Company, (y)  the
named  parties  to  any  such  action  (including  any  impleaded
parties) include both the Company and such Indemnified Person  or
Indemnified  Persons and representation of both the  Company  and
such  Indemnified  Person  or Indemnified  Persons  by  the  same
counsel  would  be  inappropriate  due  to  actual  or  potential
differing  interests between them, or (z) the Indemnified  Person
or  Indemnified Persons have been advised that one or more  legal
defenses may be available to any or all of them which may not  be
available to the Company in which case the Company shall  not  be
entitled  to assume the defense of such suit notwithstanding  its
obligation  to bear the fees and expenses of such  counsel.   The
Company shall not be liable for any settlement of any such action
effected without its consent, but if settled with such consent or
if  there is a final judgment in any such action with or  without
consent,  the  Company agrees to indemnify and hold harmless  the
Indemnified  Person or Indemnified Persons from and  against  any
loss by reason of such settlement or judgment.

     The provisions of this Section shall survive the termination
of this Loan Agreement.

     Section 5.3.  Maintenance of Existence.  The Company  agrees
that  so  long as any Bonds remain outstanding it shall  maintain
its  existence as a corporation organized under the laws  of  the
State  of  Missouri and shall not merge or consolidate  with  any
other   entity   and  shall  not  transfer  or  convey   all   or
substantially all of its property, assets and licenses; provided,
however, the Company may, without violating any provision hereof,
consolidate with or merge into another domestic entity (i.e.,  an
entity existing under the laws of one of the states of the United
States  of America or the District of Columbia) or permit one  or
more  other  domestic entities to consolidate with or merge  into
it, or transfer all or substantially all of its assets to another
domestic entity, but only on the condition that:

     (a)   the  assignee entity or the entity resulting  from  or
surviving   such   merger  (if  other  than   the   Company)   or
consolidation  or  the  entity to which  such  transfer  is  made
expressly  assumes in writing and agrees to perform  all  of  the
Company's obligations hereunder and under the Bank Documents  and
the other Company Documents;

     (b)   in  connection with any such consolidation, merger  or
transfer,  the  Bank shall expressly ratify and affirm  that  the
Letter of Credit remains in full force and effect;

     (c)   the  surviving entity shall preserve and keep in  full
force and effect all licenses and permits necessary to the proper
conduct of its business; and

     (d)   the  Company obtains and delivers to the  Issuer,  the
Trustee,  and the Bank an Opinion of Bond Counsel to  the  effect
that  the  proposed  transaction will not  adversely  affect  the
exclusion from gross income of interest on the Bonds for  federal
income tax purposes.

     Section  5.4.  Payment of Taxes.  The Company  has  not  and
will  not  maintain that, by virtue of the Project being financed
under  the  Act, it is entitled to an exemption from Texas  sales
and  use tax on personal property acquired in connection with the
Project.  The Company shall promptly pay or cause to be paid  all
taxes,  including  specifically all sales taxes  and  ad  valorem
taxes,  in  connection  with  the Project  and  the  acquisition,
construction, equipping, and furnishing thereof.

     Section  5.5.  Agreement of Issuer Not to Assign or  Pledge.
Except  for the assignment and pledge of the Trust Estate in  the
Indenture, the Issuer agrees that it will not attempt to  further
assign, pledge, transfer or convey its interest in or create  any
assignment,  pledge, lien, charge or encumbrance of any  form  or
nature  with  respect to any of the property, moneys,  securities
and  rights  granted  by  the Issuer to  the  Trustee  under  the
Granting Clause of the Indenture.

     Section  5.6.   Redemption  of Bonds.   The  Issuer  or  the
Trustee,  at the request at any time of the Company  and  if  the
same are then redeemable, shall forthwith take all steps that may
be  necessary under the applicable redemption provisions  of  the
Indenture  to  effect redemption of all or  any  portion  of  the
Bonds,  as  may  be  specified by the Company,  on  the  earliest
redemption  date on which such redemption may be made under  such
applicable provisions or upon the date set for the redemption  by
the  Company  pursuant to Article VII hereof.   As  long  as  the
Company  is  not  in  default hereunder and  the  Issuer  is  not
obligated  to call Bonds pursuant to the terms of the  Indenture,
neither the Issuer nor the Trustee shall redeem any Bond prior to
its  stated maturity unless requested to do so in writing by  the
Company.

     Section  5.7.   Reference to Bonds Ineffective  After  Bonds
Paid.  Upon Payment in Full of the Bonds and all fees and charges
of the Trustee and the Fiscal Agent, all references herein to the
Bonds, the Fiscal Agent and the Trustee shall be ineffective  and
neither the Issuer, the Fiscal Agent, the Trustee nor the holders
of  any  of  the Bonds shall thereafter have any rights hereunder
and  the  Company  shall  have no further  obligation  hereunder,
saving and excepting those that shall have theretofore vested and
any  right of any Indemnified Person (as defined in Section  5.2)
to  indemnification under Section 5.2, which right shall  survive
the  payment  of  the  Bonds  and the termination  of  this  Loan
Agreement.   Reference  is hereby made to  Section  7.01  of  the
Indenture  which sets forth the conditions upon the existence  or
occurrence of which Payment in Full of the Bonds shall be  deemed
to have been made.

     Section  5.8.   Assignment, Sale or Lease of  Project.   The
Company  may assign its interest in this Loan Agreement  and  may
sell,  lease or otherwise dispose of the Project, in whole or  in
part,  provided that (a) the purchaser, lessee or  transferee  in
such  transaction shall be bound by the terms and  provisions  of
this  Loan  Agreement, (b) such transaction shall not affect  the
liability  of  the Bank under the Letter of Credit,  and  (c)  an
Opinion  of Bond Counsel is provided to the Issuer, the  Trustee,
and  the  Bank  to  the  effect that such  transaction  will  not
adversely affect the exclusion of the interest on the Bonds  from
gross income for federal income tax purposes.

     Section  5.9.   Non-Arbitrage Covenant.  The Company  hereby
covenants  and  agrees with the Issuer and the  Trustee  for  the
benefit of the holders of any Bonds, present and future, that  it
will  not  make, or permit, any use of the proceeds of the  Bonds
which  will  cause the Bonds to be "arbitrage bonds"  within  the
meaning of Section 148 of the Code.  The Company shall deliver to
the   Issuer   its   certificate,   evidencing   the   reasonable
expectations  of  the  Company, in such reasonable  form  as  the
Issuer  shall  specify  and upon which the  Issuer  may  rely  in
furnishing its own certificate.

     Section  5.10.   Financing Statements.  The  Company  hereby
covenants  and  agrees with the Issuer and the  Trustee  that  it
shall  furnish to the Bank, quinquennially on or before  the  1st
day  of  March of each fifth year (commencing March 1, 2004),  an
Opinion  of  Counsel in a form acceptable to  the  Bank,  to  the
effect  that all financing or continuation statements  have  been
filed,  and  all  other  action has been taken,  to  perfect  and
validate continuously from the date hereof the security interests
granted by the Indenture.

     Section  5.11.  Representations and Warranties  Relating  to
Tax-Exempt  Status of Bonds.  The Company hereby  represents  and
warrants that:

     (a)   all information provided to the Issuer or Bond Counsel
with  respect  to the use and investment of the proceeds  of  the
Bonds  and the use of the facilities constituting the Project  is
true, accurate, correct, and not misleading;

     (b)   all information provided to the Issuer or Bond Counsel
with  respect  to the expected economic lives of  the  facilities
constituting  the  Project is true, accurate,  correct,  and  not
misleading;

     (c)   except  as  set  forth  in a  certificate  or  written
statement to the Issuer or Bond Counsel prior to the issuance  of
the  Bonds,  the  acquisition, construction,  reconstruction,  or
improvement of any of the facilities constituting the Project did
not  commence prior to April 14, 1998, nor was any work performed
or  any  costs  paid or incurred by the Company  or  any  related
person  prior  to such date which will be paid by, or  reimbursed
from, the proceeds of the Bonds;

     (d)   as of the date of the issuance of the Bonds, there are
no  outstanding obligations of any state, territory or possession
of  the United States of America, or any political subdivision of
the  foregoing  or  of  the  District of  Columbia,  constituting
"exempt small issues", within the meaning of section 1.103-10  of
the  Income  Tax Regulations or any predecessor regulations  (the
"Regulations"), the proceeds of which have been used  to  finance
facilities  located  in the Governmental  Unit  (or  outside  the
Governmental  Unit,  but  "contiguous"  thereto  or  "integrated"
therewith, within the meaning of the Regulations), and which were
or  are to be used primarily by the Company (including any person
related to the Company, as the case may be, within the meaning of
section 144 of the Code), other than the Bonds; and,

     (e)   the  Bonds  and  any other obligation  constituting  a
private  activity bond under section 144(a) of the Code will  not
be  sold  (A) at substantially the same time, (B) pursuant  to  a
common  plan of marketing, (C) at substantially the same rate  of
interest,  and  (D)  with  a common or pooled  security  used  or
available to pay debt service thereon.

     Section  5.12.  General Tax Covenants.  The Issuer covenants
that it shall, prior to the issuance of the Bonds, duly elect  to
have  the  provisions of Section 144(a)(4) of the Code  apply  to
such issue and such election shall be made in accordance with the
applicable  regulations and procedures of  the  Internal  Revenue
Service.  The Company covenants and agrees that it shall  furnish
to the Issuer whatever information is necessary for the Issuer to
make such election, as required by the applicable regulations and
procedures of the Internal Revenue Service.

     The  Company and Issuer covenant to refrain from such action
which  would  adversely  affect the treatment  of  the  Bonds  as
obligations described in Section 103 of the Code, the interest on
which  is  excludable  from  "gross income"  of  the  holder  for
purposes of federal income taxation.  In furtherance thereof, the
Company covenants as follows:

          (a)   not  to  use or invest nor to permit the  use  or
     investment  of  proceeds of the Bonds (including  investment
     earnings thereon) or the facilities constituting the Project
     in  a  manner  that  would result in  the  Bonds  not  being
     "qualified  bonds" within the meaning of Section  141(d)  of
     the Code;

          (b)  to use at least 95 percent of the proceeds of  the
     Bonds   to  provide  for  the  payment  of  costs   of   the
     acquisition, construction, reconstruction or improvement  of
     land  or  depreciable property, and incurred  subsequent  to
     April 14, 1998;

          (c)   during the six-year period beginning  on  a  date
     three  years  prior to the date of issue of  the  Bonds  and
     ending three years after such date, it will not pay or incur
     or  permit  any "principal user" of the Project  to  pay  or
     incur  capital expenditures (within the meaning  of  Section
     263  of the Code) for facilities located in the Governmental
     Unit to the extent that such expenditures when added to  the
     aggregate face amount of the Bonds would exceed $10,000,000;

          (d)  that a wholly-owned subsidiary of the Company will
     be  the only Principal User (within the meaning of the Code)
     of the Project;

          (e)   that all outstanding obligations the interest  on
     which  is  exempt from federal income taxation  pursuant  to
     Section  103 of the Code which are allocated to the  Company
     (or persons related to the Company) do not as of the date of
     issue and will not, at any time during the three-year period
     commencing  on the later of such date or the date  on  which
     the Project was placed-in-service, exceed $40,000,000;

          (f)   that the Company will not cause the Bonds  to  be
     treated  as "federally guaranteed" obligations for  purposes
     of  Section  149  of  the Code, as may be  modified  in  any
     applicable rules, rulings, policies, procedures, regulations
     or  other official statements promulgated or proposed by the
     Department  of the Treasury or the Internal Revenue  Service
     with respect to "federally guaranteed" obligations described
     in Section 149 of the Code.  For purposes of this paragraph,
     the  Bonds shall be treated as "federally guaranteed" if (i)
     all  or any portion of the principal or interest is or  will
     be guaranteed directly or indirectly by the United States of
     America or any agency or instrumentality thereof, or (ii)  a
     significant portion of the proceeds of the Bonds will be (A)
     used  in  making loans the payment of principal or  interest
     with  respect to which is to be guaranteed in  whole  or  in
     part  by  the  United States of America  or  any  agency  or
     instrumentality  thereof,  or  (B)  invested   directly   or
     indirectly  in  federally insured deposits or accounts,  and
     (iii)  such guarantee is not described in Section 149(b)  of
     the Code;

          (g)   that  the  costs of issuing the Bonds  which  are
     financed  with  proceeds of the Bonds  will  not  exceed  an
     amount equal to 2 percent of the proceeds received from  the
     sale  of  the  Bonds.  Such amounts will not be  taken  into
     account  in satisfying the requirement stated above that  at
     least 95 percent of the Bond proceeds be used to provide the
     facilities;

          (h)  that no portion of the proceeds of Bonds is to  be
     used  to  provide the following:  an airplane, a  skybox  or
     other  private  luxury box, a facility  primarily  used  for
     gambling or any store the principal business of which is the
     sale of alcoholic beverages for consumption off premises;

          (i)   that  the  Company shall make  such  use  of  the
     proceeds  of  the  Bonds  and any other  funds  constituting
     "gross  proceeds" (whether or not held by the Trustee  under
     the  Indenture)  which are allocable to the Bonds,  restrict
     the  investment of such proceeds and other funds,  and  take
     such  further  action as may be required so that  the  Bonds
     will  not constitute "arbitrage bonds" under Section 148  of
     the Code and the Regulations.  In particular, but not by way
     of  limitation, the Company covenants that it  will  provide
     written   instructions  to  the  Trustee  with  respect   to
     investments   in   accordance  with  this  Loan   Agreement.
     Moreover,  the Company agrees to provide to the  Issuer  and
     the Trustee all required information and moneys necessary to
     enable the Trustee to satisfy the obligations imposed on the
     Issuer and the Trustee by Section 4.12 of the Indenture with
     respect to rebate;

          (j)   that the Company shall immediately remit  to  the
     Trustee  for deposit in the Rebate Fund any deficiency  with
     respect  to  rebate  as  required by  Section  4.12  of  the
     Indenture;

          (k)   the Company agrees to provide to the Trustee,  at
     such  time  as  required  by  the Trustee,  all  information
     required   by   the  Trustee  with  respect  to  "nonpurpose
     investments" (within the meaning of the Code)  not  held  in
     any fund under the Indenture;

          (l)   that  the Company will not pay or agree  to  pay,
     directly  or  indirectly, to a party other than  the  United
     States of America, any amount that is required to be paid to
     the  United States of America as a Rebate Amount as provided
     in Section 148 of the Code; and

          (m)   that,  at no time during the period in which  the
     Bonds  remain  outstanding, will  proceeds  be  invested  in
     nonpurpose investments (within the meaning of Section 148 of
     the  Code)  at a yield higher than the yield on  the  Bonds,
     other than amounts invested pursuant to an initial temporary
     period  or as part of a bona fide debt service fund,  exceed
     150  percent of the debt service on the issue for  the  bond
     year  and  that  the aggregate amount so  invested  will  be
     promptly   and  appropriately  reduced  as  the  amount   of
     outstanding obligations constituting the Bonds is reduced.

     The covenants and representations contained in Sections 5.11
and 5.12 of this Loan Agreement are intended to assure compliance
with  the  Code  and  any  regulations promulgated  by  the  U.S.
Department  of  Treasury pursuant thereto.   In  the  event  that
regulations  are  hereafter promulgated which modify,  or  expand
provisions  of  the  Code, the Company will not  be  required  to
comply  with a covenant contained in this section to  the  extent
such  modification or expansion, in the Opinion of Bond  Counsel,
will  not  adversely affect the exclusion from  gross  income  of
interest on the Bonds under Section 103(a) of the Code.   In  the
event  that  regulations are hereafter promulgated  which  impose
additional  requirements which are applicable to the  Bonds,  the
Company  and  the  Issuer agree to comply  with  such  additional
requirements  to  the extent necessary, in the  opinion  of  Bond
Counsel,  to preserve the exclusion from gross income of interest
on the Bonds under Section 103(a) of the Code.

     Section 5.13.  Covenant Regarding Compliance with Rule 15c2-
12.  In the event the interest rate on the Bonds is converted  to
a  Fixed  Rate, the Company agrees to cooperate with the  Issuer,
the  Trustee  and the Remarketing Agent, and to do  any  and  all
things  necessary, in the event that the Issuer, the  Trustee  or
the  Remarketing  Agent, or any of them, are required  to  comply
with  Rule  15c2-12, as amended, of the Securities  and  Exchange
Commission  or  any  comparable  rule  (the  "Rule"),  including,
without  limitation,  the  making of the  requisite  undertakings
called  for  by  paragraph (b)(5) of the  Rule  and  to  pay  any
reasonable costs and expenses related thereto.

     Section 5.14.  Compliance with Reimbursement Agreement.  The
Company hereby covenants and agrees that it will comply with  all
covenants  and  obligations applicable to it in the Reimbursement
Agreement  from  time to time in effect or, if the  Reimbursement
Agreement  is  terminated prior to the termination of  this  Loan
Agreement,  the Company agrees to comply with all  covenants  and
obligations applicable to it in the Reimbursement Agreement as in
effect  immediately prior to the termination  thereof  until  the
termination  of  this  Loan Agreement  and  the  payment  of  the
Company's obligation hereunder.

     Section  5.15.   Inspection  of Project.   The  Issuer,  the
Trustee and their duly authorized agents shall have the right  at
all  reasonable times to enter upon any part of the  premises  of
the  Company  at  which the Project is located  and  examine  and
inspect  the same as may be reasonably necessary for the  purpose
of  determining  whether the Company is in  compliance  with  its
obligations under Section 5.1 or in the event of failure  of  the
Company  to  perform its obligations under Section 5.1,  and  the
Issuer,  the Trustee and their duly authorized agents shall  also
have  the right at all reasonable times to examine the books  and
records  of the Company insofar as such books and records  relate
to the acquisition, construction, installation and maintenance of
the Project.

     Section 5.16.  Project List.  The Company shall maintain  at
the  Project site a list setting forth in reasonable  detail  all
items constituting the Project.

     Section  5.17.   No Warranty of Condition or Suitability  by
Issuer.  The Company recognizes that the Issuer does not deal  in
goods  of  the  kind  comprising components  of  the  Project  or
otherwise  hold itself out as having knowledge or skill  peculiar
to  the practices or goods involved in the Project, and that  the
Issuer  is  not  one  to  whom such knowledge  or  skill  may  be
attributed  by  its  employment of an agent or  broker  or  other
intermediary  who by his occupation holds himself out  as  having
such  knowledge  or skill.  The Company further  recognizes  that
since  the  components of the Project have been  and  are  to  be
designated and selected by the Company, THE ISSUER HAS  NOT  MADE
AN  INSPECTION  OF THE PROJECT OR OF ANY FIXTURE  OR  OTHER  ITEM
CONSTITUTING A PORTION THEREOF, AND, EXCEPT AS OTHERWISE PROVIDED
HEREIN,  THE ISSUER MAKES NO WARRANTY OR REPRESENTATION,  EXPRESS
OR  IMPLIED  OR  OTHERWISE, WITH RESPECT TO THE SAME  OR  TO  THE
LOCATION, USE, DESCRIPTION, DESIGN, MERCHANTABILITY, FITNESS  FOR
USE  FOR ANY PARTICULAR PURPOSE, CONDITION OR DURABILITY THEREOF,
TO  THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, IT  BEING
AGREED  THAT  ALL RISKS INCIDENT THERETO ARE TO BE BORNE  BY  THE
COMPANY.  IN THE EVENT OF ANY DEFECT OR DEFICIENCY OF ANY  NATURE
IN  THE  PROJECT  OR  ANY FIXTURE OR OTHER  ITEM  CONSTITUTING  A
PORTION THEREOF, WHETHER PATENT OR LATENT, THE ISSUER SHALL  HAVE
NO   RESPONSIBILITY  OR  LIABILITY  WITH  RESPECT  THERETO.   THE
PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED AND ARE  INTENDED
TO  BE  A  COMPLETE EXCLUSION AND NEGATION OF ANY  WARRANTIES  OR
REPRESENTATIONS BY THE ISSUER, EXPRESS OR IMPLIED (TO THE  EXTENT
PERMITTED BY APPLICABLE LAW), WITH RESPECT TO THE PROJECT OR  ANY
FIXTURE  OR  OTHER  ITEM CONSTITUTING A PORTION THEREOF,  WHETHER
ARISING PURSUANT TO THE U.C.C. OR ANOTHER LAW NOW OR HEREAFTER IN
EFFECT OR OTHERWISE.

     Section  5.18   No  Additional Bonds.  The Issuer  covenants
that  it  shall  not issue additional bonds on a parity  with  or
senior to the Bonds or refunding bonds without the prior approval
of the Department.

                           ARTICLE VI

                 EVENTS OF DEFAULT AND REMEDIES

     Section  6.1.   Events  of Default Defined.   The  following
shall  be  "Events of Default" hereunder and the term  "Event  of
Default" shall mean, whenever it is used herein, any one or  more
of the following events:

     (a)  failure by the Company to make any payment required  to
be  made  under the Note or Section 4.2(a) when the same  becomes
due and payable;

     (b)  failure by the Company to comply with the provisions of
Section 7.2;

     (c)   failure  by  the  Company to observe  or  perform  any
agreement  hereunder or on its part to be observed or  performed,
other  than  as  referred to in subsection (a)  or  (b)  of  this
Section,  for a period of thirty (30) days after written  notice,
specifying such failure and requesting that it be remedied, given
to the Company and to the Bank by the Trustee, unless the Trustee
shall agree in writing to an extension of such time prior to  its
expiration;  provided,  however, if the  failure  stated  in  the
notice  cannot  be  corrected within the applicable  period,  the
Trustee  will  not  unreasonably withhold  their  consent  to  an
extension of such time if it is possible to correct such  failure
and  corrective action is instituted by the Company or  the  Bank
within  the  applicable period and diligently pursued  until  the
failure  is  corrected; or in the case of any such default  which
can  be  cured with due diligence but not within such  thirty-day
period,  the  Company's or Bank's failure to proceed promptly  to
cure  such  default and thereafter prosecute the curing  of  such
default with due diligence;

     (d)   any  representation by or on  behalf  of  the  Company
contained  in this Loan Agreement or in any instrument  furnished
in  compliance  with or in reference to this Loan Agreement,  the
Indenture  or  the  Reimbursement  Agreement  proves   false   or
misleading  in any material respect as of the date of the  making
or furnishing thereof;

     (e)   an  "Event  of Default" as defined in  the  Indenture,
occurs and is continuing under the Indenture; and

     (f)   an  "Event of Default" as defined in the Reimbursement
Agreement,  occurs  and  is continuing  under  the  Reimbursement
Agreement;

provided,  however, that the occurrence of an event described  in
Section  6.1(d)  shall  not  constitute  an  "event  of  default"
hereunder, without the prior written consent of the Bank.

     The  Company and the Issuer hereby authorize the Bank to  do
any and all things necessary to correct any default described  in
paragraph (c) above on behalf of the Company.

     The  foregoing provisions of subsection (c) of this  Section
are  subject to the following limitations:  If by reason of force
majeure,  the Company is unable in whole or in part to carry  out
the  agreements on its part therein referred to, the  failure  to
perform   such  agreements  due  to  such  inability  shall   not
constitute  an event of default nor shall it become an  event  of
default  upon  appropriate notification to  the  Company  or  the
passage  of the stated period of time.  The term "force  majeure"
as  used  herein  shall mean, without limitation, the  following:
acts  of God; strikes, lockouts or other industrial disturbances;
acts  of public enemies; orders of any kind of the government  of
the  United  States of America or of the State or  any  of  their
departments,  agencies, political subdivisions or  officials,  or
any civil or military authority; insurrections; riots; epidemics;
landslides; lightning; earthquakes; fires; hurricanes; tornadoes;
storms;   floods;  washouts;  droughts;  arrests;  restraint   of
government  and people; civil disturbances; explosions;  breakage
or  accident to machinery, transmission pipes or canals;  partial
or  entire failure of utilities; or any other cause or event  not
reasonably  within  the  control of  the  Company.   The  Company
agrees, however, to remedy with all reasonable dispatch the cause
or   causes  preventing  the  Company  from  carrying   out   its
agreements;  provided, that the settlement of  strikes,  lockouts
and  other  industrial disturbances shall be entirely within  the
discretion of the Company, and the Company shall not be  required
to  make  settlement  of strikes, lockouts and  other  industrial
disturbances by acceding to the demands of the opposing party  or
parties  when  such course is, in the judgment  of  the  Company,
unfavorable to the Company.

     Section 6.2.  Remedies.  Whenever an event of default  shall
have happened and be continuing, the Trustee, as the assignee and
pledgee of the Issuer under the Indenture, shall take any one  or
more of the following remedial steps:

     (a)   The Trustee may declare all payments of principal  and
accrued interest required to be made under Section 4.2(a) and the
Note  to be immediately due and payable, whereupon the same shall
become  immediately due and payable.  If the  Trustee  elects  to
exercise  the  remedy  afforded  in  this  subsection   (a)   and
accelerates  all  payments  required to  be  made  under  Section
4.2(a),  the  amount  then  due and payable  by  the  Company  as
accelerated  payments  shall be the  sum  of  (i)  the  aggregate
principal  amount of the outstanding Bonds, (ii) all interest  on
the  Bonds  then due and to become due to the date of payment  of
the  principal of the Bonds, and (iii) all other amounts due  and
payable  to  the  Issuer, if any, to the Bondholders  or  to  the
Trustee  with  respect  to the payment of  the  Bonds,  including
Counsel fees actually incurred.

     (b)   Subject  to the provisions of Section 6.5 hereof,  the
Trustee  may take whatever action at law or in equity may  appear
necessary  or  desirable  to  collect  any  sums  then  due   and
thereafter to become due hereunder or to enforce performance  and
the observance of any agreement of the Company hereunder or under
the Note.

     (c)   The  Trustee may exercise any remedies provided  under
the Indenture.

Any amounts collected pursuant to action taken under this Section
shall  be paid into the Bond Fund and applied in accordance  with
the  provisions of the Indenture and after Payment in Full of the
Bonds  and  the payment of any costs occasioned by  an  event  of
default  hereunder, any excess moneys in the Bond Fund  shall  be
returned to the Company.

     The  Company  hereby authorizes the Trustee to  draw  moneys
under the Letter of Credit in accordance with the Indenture  upon
a  declaration  of acceleration of payment of  the  Bonds  in  an
amount  equal  to  (i)  the  aggregate principal  amount  of  all
outstanding Bonds and (ii) all interest on the Bonds due  and  to
become due to the date of payment.  The obligation of the Company
to  accelerate payment of all payments required to be made by the
Company   pursuant   to  Section  4.2  upon  a   declaration   of
acceleration  of  payment of the Bonds shall be deemed  satisfied
and  discharged by a corresponding drawing and payment under  the
Letter of Credit.

     Section   6.3.   No  Remedy  Exclusive.   Subject   to   the
provisions  of  Section 6.5, no remedy herein conferred  upon  or
reserved to the Trustee is intended to be exclusive of any  other
remedy,  but  each and every such remedy shall be cumulative  and
shall  be in addition to every other remedy hereunder or  now  or
hereafter existing at law, in equity or by statute.  No delay  or
omission  to  exercise  any  right or  power  accruing  upon  the
occurrence of any event of default shall impair any such right or
power or shall be construed to be a waiver thereof, but any  such
right or power may be exercised from time to time and as often as
may  be  deemed  expedient.  The Trustee and the holders  of  the
Bonds,  subject  to  the provisions of the  Indenture,  shall  be
entitled to the benefit of all agreements herein contained.

     Section  6.4.   Agreement to Pay Counsel Fees and  Expenses.
If  there should occur a default or an event of default hereunder
and  the  Trustee  or the Issuer should employ Counsel  or  incur
other  expenses for the collection of sums due hereunder  or  the
enforcement of performance or observance of any agreement on  the
part of the Company herein contained, the Company agrees that  it
will  on  demand  therefor pay to the Trustee or the  Issuer  the
reasonable fee of such Counsel and such other reasonable expenses
so incurred by the Trustee or the Issuer.

     If  the Company should fail to make any payments required in
this  Section, such item shall continue as an obligation  of  the
Company  until  the  same  shall have been  paid  in  full,  with
interest  thereon from the date such payment was due at the  rate
per annum borne by the Bonds until paid in full.

     Section 6.5.  Waiver of Events of Default and Rescission  of
Acceleration.  If, in compliance with the requirements of Section
8.10  of  the  Indenture, the Trustee shall waive  any  event  of
default  as therein defined with the written consent of the  Bank
and  its  consequences or rescind any declaration of acceleration
of  payments of the principal of and interest on the Bonds,  such
waiver  shall also waive any event of default hereunder  and  its
consequences and such rescission of a declaration of acceleration
of  the principal of and interest on the Bonds shall also rescind
any  declaration of any acceleration of all payments required  to
be  made  under  Section  4.2.  In case of  any  such  waiver  or
rescission,  or  in case any proceeding taken by the  Trustee  on
account of any such event of default shall have been discontinued
or abandoned or determined adversely, then and in every such case
the Issuer, the Company, the Trustee, the Bank and the holders of
the  Bonds shall be restored to their former positions and rights
hereunder, but no such waiver or rescission shall extend  to  any
subsequent  or  other  event  of  default  or  impair  any  right
consequent thereon.

                           ARTICLE VII

                   PREPAYMENT UNDER AGREEMENT

     Section 7.1.  Option to Prepay the Note.

     (a)   Unless  there  has  been a determination  which  could
result  in a Determination of Taxability, the Company shall  have
the  option  (with the consent of the Bank) to  prepay  the  Note
prior to maturity in whole at any time or in part on any Interest
Payment  Date  and to direct the Trustee to redeem the  Bonds  in
whole  or  in part pursuant to Section 3.01(a) or (b)(i)  of  the
Indenture.   To  exercise the option granted in this  subsection,
the  Company shall, not less than 45 days prior to the redemption
date  on which the Company elects to cause such prepayment,  give
written  notice  to the Issuer, the Bank, the Fiscal  Agent,  the
Remarketing  Agent and Trustee of its intention  to  prepay  such
installment  payments  and shall specify  therein  the  principal
amount of Bonds to be redeemed upon such date.  Upon the exercise
of  any  such  option, the Company shall direct  the  Trustee  to
redeem  the  Bonds in whole or in part on the date  specified  in
such  notice  and  shall make arrangements  satisfactory  to  the
Trustee  for  the giving of the required notice of redemption  of
the   Bonds.   On  or  before  the  redemption  date,  sufficient
Available  Moneys shall be deposited in the Bond Fund  to  redeem
the Bonds as provided in Section 3.05 of the Indenture and at the
redemption  price  provided  in  Section  3.01(a)  or   (b),   as
applicable,  of  the  Indenture;  provided  however,   that   the
obligation  of  the  Company to make any such  payment  shall  be
deemed  to  be  satisfied and discharged to  the  extent  of  the
corresponding  drawing  and payment  made  under  the  Letter  of
Credit.   In  addition,  if  the Company  elects  to  prepay  the
installment  payments hereunder in full,  it  shall  pay  to  the
Trustee  or  make provision for the payment satisfactory  to  the
Trustee  of an amount of money equal to the Trustee's and  Fiscal
Agent's  fees  and  expenses accrued and to accrue  through  such
redemption date.

     (b)   Unless  there  has  been a determination  which  could
result in a Determination of Taxability, the Company shall  have,
and  is hereby granted, the option (with the consent of Bank)  to
prepay  the installment amounts required to be made under Section
4.2(a) in whole and to cancel or terminate this Loan Agreement if
any of the following events shall have occurred:

          (i)   the  Project shall have been damaged or destroyed
     to  such an extent that, in the judgment of the Company, (A)
     it  cannot be reasonably restored within a period  of  three
     (3)  consecutive months to the condition thereof immediately
     preceding  such  damage or destruction, (B) the  Company  is
     thereby prevented from carrying on its normal operations  at
     the Project for a period of three (3) consecutive months, or
     (C) it would not be economically feasible for the Company to
     replace, repair, rebuild or restore the same;

          (ii)  title in and to, or the temporary use of, all  or
     substantially all of the Project shall have been taken under
     the   exercise  of  the  power  of  eminent  domain  by  any
     governmental  authority, or person acting under governmental
     authority  (including such a taking as, in the  judgment  of
     the  Company, results in the Company being prevented thereby
     from carrying on its normal operations at the Project for  a
     period of three (3) consecutive months);

          (iii)   as  a result of any changes in the Constitution
     of  the  State or the Constitution of the United  States  of
     America  or by legislative or administrative action (whether
     State or Federal) or by final decree, judgment, decision  or
     order of any court or administrative body (whether State  or
     Federal),  this  Loan Agreement shall have  become  void  or
     unenforceable  or  impossible of performance  in  accordance
     with  the  intent and purposes of the parties  as  expressed
     herein;

          (iv)   unreasonable  burdens or  excessive  liabilities
     shall  have been imposed on the Company with respect to  the
     operation  of  the  Project, including, without  limitation,
     Federal,  State  or  other ad valorem, property,  income  or
     other  taxes not being imposed on the date hereof which,  in
     the  judgment of the Company, render the continued operation
     of the Project uneconomic; or

          (v)   this  Loan Agreement is terminated prior  to  its
     expiration  for any reason other than the occurrence  of  an
     event of default.

To  exercise  such option, the Company (x) shall,  within  ninety
(90) days following the event giving rise to the Company's desire
to exercise such option, deliver to the Issuer and to the Trustee
a certificate, executed by an officer of the Company, stating (1)
the  event giving rise to the exercise of such option,  (2)  that
the  Company has directed the Trustee to redeem all of the  Bonds
in  accordance with the provisions of the Indenture, (3)  in  the
case of (i) or (ii) above, that the Company has discontinued,  or
at  the earliest practicable date will discontinue, its operation
of the Project, and (4) the date upon which such prepayment is to
be  made, which date shall not be less than forty-five (45)  days
nor  more  than  ninety (90) days from the date  such  notice  is
mailed;  and  (y)  shall make arrangements  satisfactory  to  the
Trustee for the giving of the required notice of redemption.

     The  Company  hereby authorizes the Trustee to  draw  moneys
under  the Letter of Credit and to deposit such moneys  into  the
Bond  Fund  to pay the redemption price of Bonds to  be  redeemed
upon  the  exercise by the Company of its option  to  direct  the
redemption  of the Bonds pursuant to Sections 7.1(a)  or  7.1(b).
The  obligation  of the Company to make payments to  the  Trustee
sufficient  to redeem the Bonds upon the exercise of such  option
shall  be deemed to be satisfied and discharged to the extent  of
any corresponding drawing and payment under the Letter of Credit.

     The prepayment price which shall be paid to the Trustee upon
the  Company's  exercise of the option granted  in  this  Section
7.1(b) shall be the sum of the following:

          (i)  an amount of money which, when added to the amount
     then on deposit in the Bond Fund, will be sufficient to  pay
     and  redeem  all  of the Bonds Outstanding on  the  earliest
     applicable  redemption date including,  without  limitation,
     principal  plus accrued interest thereon to said  redemption
     date, plus

          (ii)  an amount of money equal to the Trustee's and the
     Fiscal  Agent's  reasonable  fees  and  expenses  under  the
     Indenture accrued and to accrue until such final payment and
     redemption of the Bonds.

     (c)   Unless  there  has  been a determination  which  could
result  in a Determination of Taxability, the Company shall  have
the  option (with the consent of Bank) to prepay a portion of the
installment amounts required to be paid under the Note if any  of
the following events shall have occurred:

          (i)   title  in and to, or the temporary  use  of,  any
     portion  of  the  Project shall have been  taken  under  the
     exercise  of the power of eminent domain by any governmental
     authority,  or  person  acting under governmental  authority
     (including such a taking as, in the judgment of the Company,
     results in the Company being prevented thereby from carrying
     on its normal operations with respect to such portion of the
     Project  for  a  period  of three (3)  consecutive  months);
     provided,  however, that such prepayment shall be  permitted
     only  to  the extent that the compensation, awards or  other
     payments   therefor   are  not  applied   to   the   repair,
     restoration, rebuilding or replacement of the portion of the
     Project so affected; or
          (ii)   the Project or a portion thereof shall have been
     damaged or destroyed to such an extent that, in the judgment
     of  the Company, (A) it cannot be reasonably restored to the
     condition  thereof  immediately  preceding  such  damage  or
     destruction,  (B)  the  Company is  thereby  prevented  from
     carrying  on  its normal operations at such portion  of  the
     Project for a period of three (3) consecutive months, or (C)
     it  would  not be economically feasible for the  Company  to
     replace,  repair,  rebuild or restore  the  same;  provided,
     however, that such prepayment shall be permitted only to the
     extent  that  any  moneys  received  pursuant  to  insurance
     carried with respect to the Project are not applied  to  the
     repair,  restoration,  rebuilding  or  replacement  of   the
     Project.

     To  exercise  such  option, the Company  (a)  shall,  within
ninety  (90) days following the event giving rise to such option,
deliver to the Issuer and to the Trustee, a certificate, executed
by  a general partner or officer of the Company, stating (i)  the
event  giving  rise  to such option, (ii) that  the  Company  has
directed  the Trustee to redeem a specified amount of  the  Bonds
(in  the  amount  of $100,000 or integral multiples  thereof)  in
accordance  with the provisions of the Indenture, and  (iii)  the
date  upon which such prepayment is to be made, which date  shall
be  not less than thirty (30) days nor more than sixty (60)  days
from  the date such notice is mailed or delivered to the Trustee;
(b)  shall  deliver to the Issuer and the Trustee an  opinion  of
Bond Counsel to the effect that such partial redemption will  not
adversely  effect the tax-exempt status of the  interest  on  the
Bonds;  and (c) shall make such arrangements satisfactory to  the
Trustee for the giving of the required notice of redemption.

     The  Company  hereby authorizes the Trustee to  draw  moneys
under  the Letter of Credit and to deposit such moneys  into  the
Bond Fund to pay the redemption price of the Bonds to be redeemed
upon  exercise by the Company of its option to direct  redemption
of  the Bonds in part pursuant to this Section 7.1(c) as provided
in  Section  3.01(g)  of the Indenture.  The  obligation  of  the
Company to make payments to the Trustee sufficient to redeem  the
specified  portion of the Bonds upon the exercise of such  option
shall  be deemed to be satisfied and discharged to the extent  of
any corresponding drawing and payment under the Letter of Credit.

     The prepayment price which shall be paid to the Trustee upon
the  Company's  exercise of the option granted  in  this  Section
7.1(c) shall be the sum of the following:

          (1)  an amount of money which, added to the amount then
     on  deposit in the Bond Fund, will be sufficient to pay  and
     redeem the Bonds to be redeemed on the applicable redemption
     date,  including, without limitation, principal plus accrued
     interest thereon to said redemption date, plus

          (2)   an  amount equal to the Trustee's and the  Fiscal
     Agent's fees and expenses under the Indenture accrued and to
     accrue because of the exercise of such option.

     Section  7.2.  Obligation to Prepay the Note in Whole  Under
Agreement  Under  Certain  Circumstances.   If  there  occurs   a
Determination  of Taxability, the Company shall be  obligated  to
prepay  immediately the Note by paying to the Trustee for deposit
in  the  Bond  Fund, the amount required to redeem the  Bonds  in
accordance with Section 3.01(e) of the Indenture.

     The  Company  hereby authorizes the Trustee to  draw  moneys
under  the  Letter of Credit in accordance with the Indenture  to
the  extent  necessary  to redeem the Bonds  in  whole  upon  the
occurrence  of a Determination of Taxability.  The obligation  of
the  Company to make payments to the Trustee sufficient to redeem
the  Bonds  upon the occurrence of a Determination of  Taxability
shall  be  deemed satisfied and discharged to the extent  of  any
corresponding drawing and payment under the Letter of Credit.

     The  Company  shall also pay, from funds other  than  moneys
drawn under the Letter of Credit, all expenses of redemption  and
the  fees and expenses of the Trustee and the Fiscal Agent.  Said
accelerated  payments shall also include expenses  of  redemption
and  the  fees  and expenses of the Trustee and the Fiscal  Agent
accrued and to accrue until such final payment and redemption  of
the Bonds.

     The  Company shall give prompt written notice to the  Issuer
and  the  Trustee of its receipt of any written advice  from  the
Internal  Revenue Service or court that an event  constituting  a
Determination of Taxability has occurred.

     Upon  the redemption date contemplated by this Section  7.2,
provided  there  has been deposited with the  Trustee  the  total
amount  as  required,  such  amount shall  constitute  the  total
compensation  due the Issuer and the holders of the  Bonds  as  a
result  of an occurrence of such Determination of Taxability  and
the  Company  shall not be deemed to be in default  hereunder  by
reason of the occurrence of such Determination of Taxability.

     Section   7.3.   Obligations  After  Payment  of  Note   and
Termination   of   Loan   Agreement.   Notwithstanding   anything
contained herein to the contrary, the obligations of the  Company
contained  in  Sections 4.2(d), 4.4, 5.2 and 6.4  shall  continue
after payment of the Note and termination of the Loan Agreement.

                          ARTICLE VIII

                          MISCELLANEOUS

     Section  8.1.   Term of Agreement.  Except  as  provided  in
Sections  5.2  and 7.3, this Loan Agreement shall terminate  when
Payment in Full of the Bonds shall have been made.

     Section  8.2.   Notices.  All notices, approvals,  consents,
requests  and other communications hereunder shall be in  writing
and shall be deemed to have been given (i) when delivered by hand
or  sent by overnight courier, or (ii) when mailed by first class
registered  or certified mail, return receipt requested,  postage
prepaid,   and  addressed  as  follows  or  (unless  specifically
prohibited)  when telexed or telecopied to the telex or  telecopy
numbers as follows:

     If to the Issuer:   Longview Industrial Corporation
                         300 West Cotton
                         Longview, Texas  75601
                         Attention:  City Attorney
                         Facsimile Number: (903) 237-1009

     If to the Company:  Collins Industries, Inc.
                         15 Compound Drive
                         Hutchinson, KS  67502
                         Attention:Vice President of Finance and CFO
                         Facsimile Number: (316) 663-1630

     If to the Trustee:  Norwest Bank Minnesota, National Association
                         Corporate Trust Services MS 0069
                         6th and Marquette
                         Minneapolis, Minnesota 55479-0069
                         Attention: Corporate Trust Administration
                         Facsimile Number: (612) 667-2160

     If to the Bank:     NationsBank, N.A.
                         Institutional Banking
                         600 Peachtree Street, N.E.
                         13th Floor
                         GA1-006-13-11
                         Atlanta, Georgia 30308
                         Attention: Ms. Gaye Stathis
                         Facsimile Number:  (404) 607-6347

     If to the
     Remarketing Agent:  NationsBanc Montgomery Securities LLC
                         1455 Market Street, 5th Floor
                         San Francisco, California  94103
                         Attention:  Manager, Short Term Desk
                         Facsimile Number: (415) 622-6391

     If to the
     Fiscal   Agent:     Norwest Bank Minnesota, National Association
                         Corporate Trust Services MS 0069
                         6th and Marquette
                         Minneapolis, Minnesota 55479-0069
                         Attention:Investor and Payment Services
                         Facsimile Number:  (612) 667-9825

A  duplicate copy of each notice, approval, consent,  request  or
other  communication given hereunder by the Issuer, the  Company,
the  Trustee, the Remarketing Agent or the Bank to any one of the
others shall also be given to all of the others.  The Issuer, the
Company, the Trustee and the Bank may, by notice given hereunder,
designate  any further or different addresses to which subsequent
notices,  approvals,  consents, requests or other  communications
shall  be  sent or persons to whose attention the same  shall  be
directed.

     Section  8.3.   Binding Effect.  This Loan  Agreement  shall
inure to the benefit of and shall be binding upon the Issuer, the
Company and their respective successors and assigns.

     Section  8.4.  Severability.  If any provision hereof  shall
be  held  invalid  or  unenforceable by any  court  of  competent
jurisdiction,  such  holding  shall  not  invalidate  or   render
unenforceable any other provision hereof.

     Section 8.5.  Amounts Remaining in Bond Fund.  It is  agreed
by the parties hereto that any amounts remaining in the Bond Fund
and  Construction Fund upon expiration or sooner  termination  of
this  Loan Agreement, after Payment in Full of the Bonds, payment
of the fees, charges and expenses of the Trustee, the Remarketing
Agent,  the  Indexing  Agent,  the  Fiscal  Agent  and  the  Bank
(including,  without limitation, the fees and expenses  of  their
respective Counsel), and payment of all other amounts required to
be   paid   under  the  Indenture  and  under  the  Reimbursement
Agreement,  including payment of rebatable  arbitrage,  shall  be
paid immediately to the Company by the Trustee.

     Section 8.6.  Reliance by Issuer.  The Issuer shall have the
right  at  all  times to act in reliance upon the  authorization,
representation or certification of the Company Representative  or
the Trustee.

     Section  8.7.   Issuer's  Obligations  Limited.   Except  as
otherwise  expressly herein provided, no recourse under  or  upon
any  obligation or agreement contained in this Loan Agreement  or
in any Bond or under any judgment obtained against the Issuer, or
by the enforcement of any assessment or by any legal or equitable
proceeding by virtue of any constitution or statute or  otherwise
or   under  any  circumstances,  under  or  independent  of   the
Indenture, shall be had against the Issuer.

     Notwithstanding  anything  in this  Loan  Agreement  to  the
contrary,  it is expressly understood and agreed by  the  parties
hereto that (a) the Issuer may rely conclusively on the truth and
accuracy  of any certificate, opinion, notice or other instrument
furnished to the Issuer by the Trustee or the Company as  to  the
existence  of any fact or state of affairs required hereunder  to
be  noticed by the Issuer; (b) the Issuer shall not be under  any
obligation hereunder to perform any record-keeping or to  provide
any  legal services, it being understood that such services shall
be  performed either by the Trustee or the Company; and (c)  none
of the provisions of this Loan Agreement shall require the Issuer
to  expend  or risk its own funds or to otherwise incur financial
liability  in  the  performance of any of its duties  or  in  the
exercise  of  any  of its rights or powers hereunder,  unless  it
shall  first have been adequately indemnified to its satisfaction
against  the  cost, expenses and liability which may be  incurred
thereby.

     Notwithstanding anything herein contained to  the  contrary,
any  obligation  which  the  Issuer may  incur  under  this  Loan
Agreement or under any instrument executed in connection herewith
which  shall  entail  the expenditure of money  shall  not  be  a
general   obligation  of  the  Issuer  but  shall  be  a  limited
obligation payable solely from the Pledged Revenues.

     Section  8.8.  Immunity of Directors, Officers and Employees
of  Issuer.  No recourse shall be had for the enforcement of  any
obligation, promise or agreement of the Issuer contained  in  the
Indenture,  this Loan Agreement or in any Bond issued  under  the
Indenture  for  any claim based thereon or otherwise  in  respect
thereof,  against any director, officer, employee  or  agent,  as
such, in his individual capacity, past, present or future, of the
Issuer  or  of  any  successor corporation,  either  directly  or
through  the  Issuer  or  any successor corporation,  whether  by
virtue  of any constitutional provision, statute or rule of  law,
or  by the enforcement of any assignment or penalty or otherwise;
it  being  expressly agreed and understood that  the  Bonds,  the
Indenture   and   this  Loan  Agreement  are   solely   corporate
obligations,  and  that  no personal liability  whatsoever  shall
attach to, or be incurred by, any director, officer, employee  or
agent, as such, past, present or future, of the Issuer or of  any
successor  corporation, either directly or through the Issuer  or
any  successor  corporation, under or by reason  of  any  of  the
obligations,  promises  or agreements entered  into  between  the
Issuer  and the Company whether contained in this Loan  Agreement
or  to  be  implied  therefrom as being  supplemental  hereto  or
thereto,  and  that  all  personal liability  of  that  character
against  every such director, officer, employee or agent  is,  by
the execution of this Loan Agreement and the Indenture, and as  a
condition of, and as part of the consideration for, the execution
of  this  Loan Agreement and the Indenture, expressly waived  and
released.

     Section  8.9.   Payments by Bank.  The Bank  shall,  to  the
extent  of  any  payments made by it pursuant to  the  Letter  of
Credit,  be subrogated to all rights of the Issuer or its assigns
(including,   without  limitation,  the  Trustee)   as   to   all
obligations  of the Company with respect to which  such  payments
shall  be  made  by the Bank, but, so long as any  of  the  Bonds
remain  Outstanding under the terms of the Indenture, such  right
of  subrogation on the part of the Bank shall be in all  respects
subordinate  to  all  rights and claims of  the  Issuer  for  all
payments  which are then due and payable under the  Indenture  or
otherwise arising under this Loan Agreement, the Indenture or the
Bonds.   The Trustee will, upon request, execute and deliver  any
instrument  reasonably  requested by the Bank  to  evidence  such
subrogation and the Trustee shall assign to the Bank  its  rights
in  any  obligations of the Company with respect to which payment
of  the  entire  principal balance and accrued  interest  thereon
shall be made by the Bank.

     Section   8.10.    Amendments,  Changes  and  Modifications.
Except   as  otherwise  provided  herein  or  in  the  Indenture,
subsequent to the date of issuance and delivery of the Bonds  and
prior to their Payment in Full, this Loan Agreement and the  Note
may  not be effectively amended or terminated without the written
consent of the Company and the Bank.  This Loan Agreement may  be
modified, altered, amended or supplemented in accordance with the
Indenture in order to obtain a rating of the Bonds by the  Rating
Agency.

     Section  8.11.   Counterparts.  This Loan Agreement  may  be
executed  in any number of counterparts, each of which  shall  be
deemed  to  be  an  original, but all  of  which  together  shall
constitute one and the same instrument.

     Section  8.12.  Captions.  The captions and headings  herein
are  for convenience only and in no way define, limit or describe
the scope or intent of any provisions hereof.

     Section  8.13.   LAW  GOVERNING CONSTRUCTION  OF  AGREEMENT.
THIS  LOAN  AGREEMENT  SHALL BE GOVERNED BY,  AND  CONSTRUED  AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

     Section  8.14.   No  Third  Party  Beneficiaries.    It   is
specifically  agreed  between  the parties  executing  this  Loan
Agreement  that  neither  this Loan  Agreement  nor  any  of  the
provisions  hereof  are intended to establish  in  favor  of  the
public  or  any member thereof, other than as expressly  provided
herein,  including assignment of the Issuer's rights  under  this
Loan  Agreement  to  the Trustee pursuant to the  Indenture,  the
rights  of  a third party beneficiary hereunder, as to  authorize
any one not a party of this Loan Agreement to maintain a suit for
personal  injuries or property damage pursuant to  the  terms  or
provisions  of this Loan Agreement.  The duties, obligations  and
responsibilities  of  the  parties to this  Loan  Agreement  with
respect to third parties  shall remain as imposed by law.

     Section 8.15.  Jurisdiction; Immunities.  The Company hereby
irrevocably  submits  to the non-exclusive  jurisdiction  of  any
Texas  State or United States Federal Court sitting in the  State
over  any action or proceeding arising out of or relating to this
Loan   Agreement,  the  Indenture  or  the  Bonds,   and   hereby
irrevocably agrees that all claims in respect of such  action  or
proceeding  may  be heard and determined in such Texas  State  or
Federal  Court.   The  Company  hereby  irrevocably  appoints  CT
Corporation System (the "Process Agent"), with an office  on  the
date  hereof at 350 N. St. Paul Street, Dallas, Texas  75201,  as
its  agent  to receive on its behalf and its property service  of
copies  of the summons and complaint and any other process  which
may  be  served in any such action or proceeding.   Such  service
upon  the Company may be made by mailing or delivering a copy  of
such  process to the Company in care of the Process Agent to  the
Process Agent's above address, and the Company hereby irrevocably
authorizes  and directs the Process Agent to accept such  service
on  its  behalf.  As an alternative method of service the Company
also  irrevocably consents to the service of any and all  process
in any such action or proceeding by the mailing of copies of such
process  to it at its address referred to in Section 8.2 of  this
Loan  Agreement.  The Company agrees that a final judgment (i.e.,
an  unappealed judgment with respect to which the period for  any
appeal  has  lapsed)  in any such action or proceeding  shall  be
conclusive and may be enforced in other jurisdictions by suit  on
the judgment or in any other manner provided by law.  The Company
further  waives  any  objection to venue in  the  State  and  any
objection  to any action or proceeding in the State on the  basis
of  forum  non  conveniens.  Nothing in this Section  8.15  shall
affect the right of the Issuer, the Trustee or the Owners of  the
Bonds to serve legal process in any other manner permitted by law
or  affect  the  right of any such party to bring any  action  or
proceeding against the Company or its property in the  courts  of
any other jurisdiction.

     IN  WITNESS WHEREOF, the Issuer and the Company have  caused
this  Loan Agreement to be executed in their respective corporate
names  and  their  respective seals  to  be  affixed  hereto  and
attested  by their authorized officers, all as of the date  first
above written.

                              LONGVIEW INDUSTRIAL CORPORATION


SEAL
                              By:    s/Bil Stroudt
                                       President
Attest:


     s/Lester Lucy
     Secretary

                              COLLINS INDUSTRIES, INC.

(SEAL)

                              By:  /s/Larry W. Sayre
                                   Vice President of Finance  and
                                   CFO
Attest:


    /s/Lewis W. Ediger
    Secretary