REVOLVING CREDIT AND TERM LOAN AGREEMENT
                                
                  Dated as of February 28, 1996
                                
                                
 CONTINENTAL MATERIALS CORPORATION, a corporation organized under
the laws of the state of Delaware (the "Borrower"), THE NORTHERN
TRUST COMPANY, an Illinois banking corporation ("Northern") and
LASALLE NATIONAL BANK ("LaSalle Bank)"  (Northern and LaSalle
Bank referred to individually in this Agreement as a "Lender" and
collectively as the "Lenders"), agree as follows:

                            RECITALS:
                                
 A. The parties hereto have previously entered into that certain
Revolving Credit and Term Loan Agreement dated as of April 20,
1992, as amended up to the date hereof through various amendments
thereto, the last such amendment being the Fifth Amendment
thereto dated as of January 31, 1995 (said Revolving Credit and
Term Loan Agreement as so amended being the "Original
Agreement").

 B. Pursuant to the Original Agreement, the Lenders have issued
the following described letters of credit (the "Existing Letters
of Credit") for the account of the Borrower:

    Issuing Lender     No.       Beneficiaries

    Northern      S262251   St. Paul Fire and Marine Insurance Co.
    Northern      S258180   The Home Insurance Company
    Northern      S250189   CNA Insurance Company
    Northern      S250188   CNA Insurance Company
    Northern      S249912   Insurance Company of North America
    LaSalle Bank  9210002188     St. Paul Fire and Marine Insurance Co.
    LaSalle Bank  9200000426     The Home Insurance Company
    LaSalle Bank  9260137087     CNA Insurance Company
    LaSalle Bank  9260237088     CNA Insurance Company
    LaSalle Bank  9260037086     Insurance Company of North America


 C. The Original Agreement, the promissory notes of the Borrower
issued and remaining unpaid thereunder (the "Existing Notes"),
the Existing Letters of Credit, and the documents related to or
referenced therein are referred to herein as the "Prior
Documents".

 D. The parties to and/or bound by the Prior Documents wish to
consolidate and amend and restate the Prior Documents in their
entirety in order to provide for certain changes and to restate
their agreements with respect to the subject matter hereof.
 NOW, THEREFORE, the parties hereto amend and restate the
Original Agreement in its entirety to read as follows:

                     SECTION 1  DEFINITIONS
                                
SECTION 1.1  GENERAL.  As used herein:

 The term "affiliate" means any corporation of which the Borrower
owns directly or indirectly 20% or more, but less than 50%, of
the outstanding voting stock, or any partnership, joint venture,
trust or other legal entity of which the Borrower has effective
control, by contract or otherwise.

 The term "Applicable LIBOR Margin", for purposes of determining
the interest rate on a LIBOR Loan, shall mean initially 2% (the
"Normal LIBOR Margin"); provided, however, that the Normal LIBOR
Margin shall be subject to semi-annual adjustments as follows:

 If EBITDA, as determined no later
 than March 31 and September 30
 (each, an Applicable LIBOR Margin
 Reset Date") of each year, for
 the period of the four fiscal
 quarters ending at the end of
 of the fiscal quarter immediately
 preceding an Applicable LIBOR
 Margin Reset Date (i.e. fiscal quarters             Applicable
 ending December 31 and June 30) is:                 LIBOR Margin is:

    $7,000,000 and above                             1.25%
    $6,000,000 to $6,999,999                         1.50%
    $5,000,000 to $5,999,999                         1.75%
    $3,750,000 to $4,999,999                         2.00%
    Less than $3,749,999                             2.50%

Not later than twenty (20) days after the Lenders receipt of the
quarterly financial statements required by Section 6.2(a) hereof
for the quarters ending December 31 and June 30, accompanied by a
certificate of the chief accounting officer or Treasurer of the
Borrower computing EBITDA for the period of the four fiscal
quarters ending on such dates, Northern will determine whether
such financial information indicates such a change in EBITDA as
would justify a change in the Applicable LIBOR Margin and shall
then notify the Borrower and LaSalle Bank of such determination
and of any change in the Applicable LIBOR Margin resulting
therefrom.  Any change in the Applicable LIBOR Margin, and in the
rate of interest applicable to LIBOR loans resulting therefrom,
shall be effective prospectively as of the first day after the
relevant Applicable LIBOR Margin Reset Date, and with such new
Applicable LIBOR Margin to continue in effect until the
effectiveness of the next
redetermination thereof.  Any determination of Northern of EBITDA
shall be conclusive and binding upon the Borrower and the Lenders
provided that it has been made reasonably and in good faith,
absent manifest error.  If the Borrower fails to timely submit
the quarterly financial statements and certificate referred to
above, the rate of interest applicable to LIBOR Loans as of the
next determination date of the Applicable LIBOR Margin shall be
determined and based upon the Default Rate.

 The term "Borrowing" shall mean the total of Loans of a single
type (i.e. LIBOR Loan or Prime Rate Loan) made by the Lenders to
the Borrower on a single date and for a single Interest Period.
Borrowings of Loans are made ratably from each of the Lenders
according to their respective commitments.

  The term "Business Day" shall mean any day other than a
Saturday, Sunday or other day on which banks in Chicago, Illinois
are authorized to close, and with respect to LIBOR Loans, a day
on which dealings in United States Dollars may be carried on by
the Reference Bank in the London interbank eurodollar market.

 The term "Commitment - Revolving Credit" shall mean each such
amount set forth below across from the name of each Lender:

    Lender                       Amount

    Northern                $7,250,000
    LaSalle Bank            $7,250,000

  Provided that the Commitment-Revolving Credit of each Lender
  shall permanently reduce to a maximum of $6,000,000 on June
  30, 1997.
  
 The term "Commitment - Term Loan" shall mean each such amount
set forth below across from the name of each Lender:

    Lender                       Amount

    Northern                $2,000,000
    LaSalle Bank            $2,000,000

 The term "EBITDA", with reference to any period, shall mean, on
a consolidated basis, the sum of the Borrower's:

 (i)   consolidated net income or loss after all provisions or
        credits for any Federal, state or other income taxes,
        plus

 (ii)  Federal, state and other income taxes deducted in the
        determination of consolidated net income, plus
        
 (iii) Interest Expense deducted in the determination of
consolidated net income, plus

 (iv)  depreciation and amortization expense deducted in the
        determination of consolidated net income, and minus

 (v)   any items of gain which are extraordinary items to the
        extent reflected in the determination of consolidated
        net income.

 The term "Fixed Charges" for any Measurement Period shall mean,
on a consolidated basis, the Interest Expense and scheduled
principal payments (including capitalized lease obligations) of
the Borrower.

 The term "Fixed Charge Coverage Ratio" shall mean, for any
period (a "Measurement Period") consisting of the four fiscal
quarters of the Borrower ending as of the end of each fiscal
quarter of the Borrower, the ratio of Income Available for Fixed
Charges to Fixed Charges.

 The term "Funded Debt" shall mean Indebtedness which by its
terms or by the terms of any instrument or agreement relating
thereto matures more than one year from, or is directly renewable
or extendible at the option of the debtor to a date more than one
year (including an option of the debtor under a revolving credit
or similar agreement obligating the lender or lenders to extend
credit over a period of more than one year) from the date of
creation thereof; provided, however, that in any event "Funded
Debt" includes all Revolving Credit Loans.

 The term "Income Available for Fixed Charges" for any
Measurement Period shall mean on a consolidated basis, the sum of
the Borrower's:

 (i)   consolidated net income or loss before all provisions or
        credits for any Federal, state or other income taxes,
        plus

 (ii)  depreciation, depletion and amortization (other than
        amortization of debt discount expense), plus

 (iii) Interest Expense, minus

 (iv)  capital expenditures (but excluding therefrom capital
        expenditures financed with that portion of Revolving
        Credit Loans converted, or intended or anticipated to be
        converted, to the Term Loan pursuant to Section 2.2(A)
        hereof).

 The term "Indebtedness" of any entity or consolidated group
means, without duplication:

 (i)   all obligations, contingent or otherwise, of such entity
        for borrowed money and all obligations of such entity
        evidenced by bonds, debentures, notes or other similar
        instruments;
 (ii)  all obligations of such entity as lessee under leases
        which have been or should be, in accordance with
        generally accepted accounting principles, recorded as
        capitalized lease liabilities;

 (iii) all guaranties, whether direct or indirect, secured or
        unsecured, of Indebtedness of another person by such
        entity or any of its subsidiaries;

 (iv)  net liabilities of such entity under all interest rate
        swap agreements, interest rate cap agreements, interest
        rate collar agreements and all other agreements or
        arrangements designed to protect such entity against
        fluctuations in interest rates or currency exchange
        rates;

 (v)   whether or not so included as liabilities in accordance
        with generally accepted accounting principles, all
        obligations of such entity to pay the deferred purchase
        price of property or services, and indebtedness
        (excluding prepaid interest thereon) secured by a lien
        on property owned or being purchased by such entity
        (including indebtedness arising under conditional sales
        or other title retention agreements), whether or not
        such indebtedness shall have been assumed by such entity
        or is limited in recourse; and

 (vi)  all contingent liabilities of such entity in respect of
        any of the foregoing.

For all purposes of this Agreement, the Indebtedness of any
entity shall include its pro rata share of Indebtedness of any
partnership or joint venture in which such entity is a general
partner or a joint venturer, except that any and all Indebtedness
of Oracle Ridge Mining Partners ("Oracle Ridge") shall be
excluded from the definition of Indebtedness for purposes of this
Agreement, if and so long as the Borrower is not the majority
owner of Oracle Ridge, Oracle Ridge is not consolidated with the
Borrower for financial reporting purposes, and the Borrower is
not legally responsible for said Indebtedness of Oracle Ridge.

 The term "Interest Expense" shall mean, for any Measurement
Period of the Borrower, all interest accrued (whether or not
actually paid) during such period on Indebtedness of the Borrower
and its subsidiaries (determined on a consolidated basis),
provided that the term "Interest Expense" also shall include
(without limitation) (i) dividends paid on any preferred or
special stock issued by the Borrower, (ii) amortized discount in
respect to Indebtedness of the Borrower and its subsidiaries
issued at a discount and (iii) imputed interest on capitalized
lease obligations of the Borrower and its subsidiaries.

 The term "Interest period" shall mean the period commencing on
the date a Borrowing of LIBOR Loans is made and ending on the
date, as the Borrower may select, 1, 2, 3 or 6 months thereafter;
provided, however, that:
 (a)   the Borrower may not select an Interest Period that
extends beyond the Termination Date;

 (b)   whenever the last day of any Interest Period would
otherwise be a day that is not a Business Day, the last day of
such Interest Period shall be extended to the next succeeding
Business Day, provided that, if such extension would cause the
last day of such Interest Period to occur in the following
calendar month, the last day of such Interest Period shall be the
immediately preceding Business Day; and

 (c)   for purposes of determining the Interest Period for a
Borrowing of LIBOR Loans, a month means a period starting on one
day in a calendar month and ending on the numerically
corresponding day in the next calendar month; provided, however,
that if there is no numerically corresponding day in the month in
which such an Interest Period is to end or if such an Interest
Period begins on the last Business Day of a calendar month, then
such Interest Period shall end on the last Business Day of the
calendar month in which such Interest Period is to end.

 The term "LIBOR Loan" shall mean a Loan bearing interest at a
rate determined by reference to Adjusted LIBOR (as hereinafter
defined).

 The term "Prime Rate" shall mean the rate of interest per year
announced from time to time by Northern called its prime rate,
which may not at any time be the lowest rate of interest charged
by Northern.  Changes in the rate of interest resulting from a
change in the Prime Rate shall take effect on the date set forth
in each announcement.

 The term "Prime Rate Loan" shall mean a Loan bearing interest at
a rate determined by reference to the Prime Rate.

 The term "Reference Bank" shall mean Northern.

 The term "subsidiary" means any corporation, partnership, joint
venture, trust, or other legal entity of which the Borrower owns
directly or indirectly 50% or more of the outstanding voting
stock or interest, or of which the Borrower has effective
control, by contract or otherwise.

 The term "Tangible Net Worth" means, at any date, net
stockholders' equity, minus goodwill, patents, trademarks,
service marks, trade names, copyrights, and all other intangible
assets and all items that are treated as intangible assets under
generally accepted accounting principles.

 The term "Termination Date" shall mean February 15, 1998,
subject to any extension thereof pursuant to Section 2.1(A)
hereof.

 The term "Unmatured Event of Default" means an event or
condition which would
 become an Event of Default with notice or the passage of time or
both.

 SECTION 1.2  APPLICABILITY OF SUBSIDIARY AND AFFILIATE
REFERENCES. Terms hereof pertaining to any subsidiary or
affiliate shall apply only during such times as the Borrower has
any subsidiary or affiliate.

 SECTION 1.3  ACCOUNTING TERMS.  Except as and unless otherwise
specifically provided herein, all accounting terms in this
Agreement shall have the meanings given to them by generally
accepted accounting principles and shall be applied and all
reports required by this Agreement shall be prepared, in a manner
consistent with generally accepted accounting principles
consistently applied.

                        SECTION 2  LOANS
                                
 SECTION 2.1  REVOLVING CREDIT LOANS.  Subject to the terms and
conditions of this Agreement, each Lender, severally and not
jointly, agrees to make loans to the Borrower, from time to time
from the date of this Agreement through the Termination Date, at
such times and in such amounts, not to exceed the amount of each
such Lender's Commitment - Revolving Credit, at any one time
outstanding, as the Borrower may request (the "Revolving Credit
Loan(s)").  During such period, the Borrower may borrow, repay
and reborrow hereunder.  Each borrowing shall be in the amount of
at least $25,000.00 or the remaining unused amount of the
Commitment - Revolving Credit.  Notwithstanding the generality of
the foregoing, neither Lender shall make any Revolving Credit
Loans under this Agreement or the Revolving Credit Note (as
hereinafter defined) if at any time the sum of: (a) the aggregate
principal amount outstanding under the Revolving Credit Notes and
due such Lender plus (b) the aggregate face amount of all Letters
of Credit (as hereinafter defined) issued by such Lender for the
benefit of the Borrower and any drawn and unpaid amounts
thereunder equals or exceeds such Lender's Commitment - Revolving
Credit.

 SECTION 2.1(A) EXTENSIONS OF THE TERMINATION DATE.  The Borrower
may advise the Lenders in writing of its desire to extend the
Termination Date for an additional one year, provided (i) such
request is made no later than 90 days prior to such Termination
Date, (ii) not more than one such request for the extension of
the Termination Date may be made in any one calendar year, and
(iii) in no event shall the Termination Date be extended beyond
February 15, 1999.  Each Lender shall notify the Borrower and the
other Lender in writing within 45 days after such Lender receives
such request from the Borrower, whether such Lender in its sole
discretion agrees to such extension.  In the event that a Lender
shall fail to so notify the Borrower and the other Lender within
such 45 day period, whether it agrees to such extension, such
Lender shall be deemed to have refused to grant the requested
extension.  Upon receipt by the Borrower and all Lenders of the
consent of all Lenders within such 45 day period, the Termination
Date shall be automatically extended for an additional one year,
and Northern shall confirm such automatic extension in writing to
the Borrower and LaSalle Bank.  In the event the Borrower and all
Lenders do not consent to the requested extension of the
Termination Date, such Termination Date shall take place as
scheduled.
 SECTION 2.2  REVOLVING CREDIT NOTE.  The Revolving Credit Loans
shall be evidenced by a revolving credit note (the "Revolving
Credit Note"), substantially in the form of Exhibit A, with
appropriate insertions, dated the date hereof, payable to the
order of each Lender, in the principal amount of the Commitment -
Revolving Credit of each such Lender, and with the amounts
borrowed and repaid and the balance indorsed on the grid by such
Lender.  As long as such Lender is the holder of such Revolving
Credit Note it may, at its option, in lieu of endorsing the grid,
record the amounts borrowed and repaid under and the balance due
on the Revolving Credit Note in each such Lender's respective
books and records, which books and records may treat each
borrowing as a separate Revolving Credit Loan; such endorsement
or recording by such Lender shall be rebuttably presumptive
evidence of the principal balance due on each Revolving Credit
Note.  Subject to Section 2.2(A) hereof, the principal of each
Revolving Credit Note shall be payable in full on the Termination
Date.

 SECTION 2.2(A) CONVERSION OF PORTIONS OF REVOLVING CREDIT LOANS.
At any time on or before June 30, 1997, the Borrower may advise
the Lenders in writing (the "Conversion Notice(s)") of its
election to convert up to $1,250,000 of each Lender's Revolving
Credit Loans to such Lender's Term Loan.  Any Conversion Notice
must be delivered to the Lenders no later than June 15, 1997, and
not more than one such election may be made.  The Conversion
Notice must specify: (i) the amount of each Lender's Revolving
Credit Loans to be converted to such Lender's Term Loan (the
"Converted Amount", which cannot exceed $1,250,000 and which must
be the same amount for each Lender); and (ii) the date on which
the Converted Amount is to be converted to the relevant Term
Loan, which date (the "Conversion Date") cannot be less than
seven nor more than thirty days after the date on which the
Conversion Notice(s) is received by the Lenders, but in any event
can be no later than June 30, 1997.  Any Conversion Notice(s),
and the election set forth therein, is irrevocable, but is
ineffective if an Event of Default has occurred and is continuing
on either the date of the Conversion Notice(s) or the Conversion
Date.  From and after the Conversion Date, the Converted Amount
payable to each Lender shall be and become part of the Term Loan
payable to such Lender, and is repayable and bears interest as
set forth herein and in the Term Note of such Lender.  From and
after the Conversion Date, each Lender's Commitment - Revolving
Credit is permanently reduced by $1,250,000.

 SECTION 2.3  LETTERS OF CREDIT.  Subject to the terms of this
Agreement, each Lender shall issue stand-by and/or commercial
letters of credit for the account of the Borrower (collectively,
the "Letter(s) of Credit"), from time to time from the date of
this Agreement through the Termination Date or such later date as
may from time to time be agreed upon in writing by the Borrower
and the Lenders, with a maturity date on any Letter of Credit no
later than the Termination Date, at such times and in such
amounts, as the Borrower may request, up to a maximum amount not
in excess of: (a) $14,500,000 minus (b) the aggregate amount of
Revolving Credit Loans outstanding under the Revolving Credit
Notes minus (c) the unexpired portion of all outstanding Letters
of Credit and any amount
 drawn under any such Letters of Credit (including without
limitation, any draft drawn under a Letter of Credit and accepted
by such Lender for which the Lender has not been reimbursed).  At
any time the Borrower determines that it desires the issuance of
a Letter of Credit, the Borrower may request such Letter of
Credit from the Northern, which request shall be in writing and
irrevocable as to the Borrower and, subject to the terms hereof
and Northern's internal rules regarding the issuance of letters
of credit, Northern will issue a Letter of Credit for one-half
the face amount requested by the Borrower.  At the time Northern
receives a request by the Borrower for the issuance of a Letter
of Credit, Northern will inform LaSalle Bank in writing of the
request and, subject to the terms hereof and LaSalle Bank's
internal rules regarding the issuance of letters of credit,
LaSalle Bank will issue a Letter of Credit for one-half the face
amount requested by the Borrower. Notwithstanding the generality
of the foregoing, neither Northern nor LaSalle Bank will issue a
Letter of Credit unless the other Lender agrees in writing to
simultaneously issue an identical Letter of Credit.  The Borrower
shall execute, and be subject to, such documentation in form and
substance as may be required by Northern and LaSalle Bank. The
Borrower shall pay each Lender its standard fees, charges,
commissions, and discounts in connection with any Letter of
Credit or any draft drawn under any Letter of Credit, which,
subject to the terms and provisions of the forementioned
documents, is three-quarters of one percent (3/4%) per annum for
each Letter of Credit with a $250.00 minimum, said fee(s) being
payable quarterly in arrears.  Any draft drawn under a Letter of
Credit not paid on or before its maturity shall constitute a
Revolving Credit Loan and shall bear interest at the rate and be
payable as provided for other Revolving Credit Loans.  The
Borrower shall not request the issuance of any Letter of Credit
and the Lenders shall not issue any Letters of Credit at any time
when the face amount of all unexpired Letters of Credit issued by
all Lenders (including without limitation, any draft drawn under
a Letter of Credit and accepted by any Lender for which the
Lender has not been reimbursed), exceeds $5,000,000.  For all
purposes hereof, each Existing Letter of Credit shall be deemed
to be a Letter of Credit issued hereunder.

 SECTION 2.4  TERM LOAN.  Subject to the terms and conditions of
this Agreement, each Lender, severally and not jointly, agrees to
lend to the Borrower, and the Borrower agrees to borrow from each
Lender, on the date hereof, the amount of each Lender's
Commitment - Term Loan (the "Term Loan"; the Revolving Credit
Loans and the Term Loan, collectively, the "Loans").  Any amount
of Term Loans repaid may not be reborrowed.

 SECTION 2.5  TERM NOTE.  The Term Loan shall be evidenced by a
term note (the "Term Note"; the Revolving Credit Notes and the
Term Notes, collectively, the "Notes"), substantially in the form
of Exhibit B, with appropriate insertions, dated the date hereof,
payable to the order of each Lender, in the principal amount of
the Commitment - Term Loan of each such Lender.  The Term Loan
and Term Note of each Lender is payable in seven (7) consecutive
principal payments consisting of six (6) equal consecutive
principal payments of $250,000 each, each payable on the 15th day
of each June and December of each year beginning with the first
such date to occur after the date of the Term Loan, and a
 seventh (7th) and final principal payment of $500,000 and all
then unpaid principal, such seventh (7th) and final payment due
in full on February 15, 1999.  Provided, however, that if and
when any Converted Amount is added to the Term Loans of each
Lender pursuant to Section 2.2(A) hereof, that portion of such
Term Loans is payable as follows:  commencing on the first semi-
annual principal payment date (June 15 and December 15) after the
Conversion Date, and continuing on each such principal payment
date thereafter, each principal payment of the Term Loan and Term
Note then due shall be increased by an amount equal to ten
percent (10%) of the Converted Amount, with the then unpaid
principal of the Converted Amount and all then unpaid principal
of the Term Loan being due in full on February 15, 1999.

 SECTION 2.6  GUARANTY.  The Loans and all of the Borrower's
other liabilities, obligations and indebtedness to each of the
Lenders, direct or indirect, absolute or contingent, due or to
become due, now or hereafter existing with respect to principal,
and interest accrued thereon, whether under this Agreement or any
other agreement with either or both of the Lenders or note
payable to either or both of the Lenders, shall be guaranteed by:

  (a) Transit Mix Concrete Co., a Colorado corporation ("Transit
  Mix"), by execution and delivery of a Guaranty in the form of
  Exhibit C hereto with appropriate insertions (the foregoing
  Guaranty, and all amendments, restatements, and replacements,
  if any, thereto or therefor, collectively, the "Transit Mix
  Guaranty");
  
  (b) Phoenix Manufacturing, Inc., an Arizona corporation
  ("Phoenix"), by execution and delivery of a Guaranty in the
  form of Exhibit D hereto with appropriate insertions (the
  foregoing Guaranty, and all amendments, restatements, and
  replacements, if any, thereto or therefor, collectively, the
  "Phoenix Guaranty");
  
  (c) Williams Furnace Co., a Delaware corporation ("Williams"),
  by execution and delivery of a Guaranty in the form of Exhibit
  E hereto with appropriate insertions (the foregoing Guaranty,
  and all amendments, restatements, and replacements, if any,
  thereto or therefor, collectively, the "Williams Guaranty");
  and
  
  (d) Castle Concrete Company, a Colorado corporation
  ("Castle"), by execution and delivery of a Guaranty in the
  form of Exhibit F hereto with appropriate insertions (the
  foregoing Guaranty, and all amendments, restatements, and
  replacements, if any, thereto or therefor, collectively, the
  "Castle Guaranty").
  
                  SECTION 3  INTEREST AND FEES
                                
 SECTION 3.1  INTEREST.  The Borrower may elect that each
Borrowing of Loans be made by means of a Prime Rate Loan or a
LIBOR Loan; provided, however, that there shall not be more than
six Borrowings of LIBOR Loans outstanding at any time.

 (a)   Prime Rate Loans.  Each Prime Rate Loan made by the
Lenders shall bear interest
 on the unpaid principal amount thereof from the date such Loan
is made until maturity (whether by acceleration or otherwise) at
a rate per annum equal to the Prime Rate from time to time in
effect.
 (b)   LIBOR Loans.  Each LIBOR Loan made by the Lenders shall
bear interest on the unpaid principal amount thereof from the
date such Loan is made until maturity (whether by acceleration or
otherwise) at a rate per annum equal to the sum of the Applicable
LIBOR Margin from time to time in effect plus the Adjusted LIBOR.

 "Adjusted LIBOR" means, for any Borrowing of LIBOR Loans, a rate
per annum determined in accordance with the following formula:

                             LIBOR
 Adjusted LIBOR = 100% - Eurodollar Reserve Percentage

 "LIBOR" means, for an Interest Period for a Borrowing of LIBOR
Loans, the rate of interest per annum (rounded upwards, if
necessary, to nearest 1/100 of 1%) at which deposits in U.S.
dollars in immediately available funds are offered by the
Reference Bank at approximately 11:00 a.m. (London, England time)
two (2) Business Days before the beginning of such Interest
Period by prime banks in the interbank eurodollar market for a
period equal to such Interest Period and in an amount equal or
comparable to the principal amount of the LIBOR Loans scheduled
to be made by the Lenders as part of such Borrowing.

 "Eurodollar Reserve Percentage" means, for any Borrowing of
LIBOR Loans, the daily average for the applicable Interest Period
of the maximum rate at which reserves (including, without
limitation, any supplemental, marginal and emergency reserves)
are imposed during such Interest Period by the Board of Governors
of the Federal Reserve System (or any successor) under Regulation
D on "eurocurrency liabilities," as defined in such Board's
Regulation D, (or in respect of any other category of liabilities
that includes deposits by reference to which the interest rate on
LIBOR Loans is determined or any category of extension of credit
or other assets that include loans by non-United States offices
of any Lender to United States residents) subject to any
amendments of such reserve requirement by such Board or its
successor, taking into account any transitional adjustments
thereto.  For purposes of this definition, the LIBOR Loans shall
be deemed to be "eurocurrency liabilities" as defined in
Regulation D.

 (c)   Rate Determinations.  Northern shall determine each
interest rate applicable to the Loans hereunder, and its
determination thereof shall be conclusive and binding except in
the case of manifest error.

 SECTION 3.2  MINIMUM AND MAXIMUM BORROWING AMOUNTS.  Each
Borrowing of Prime Rate Loans (other than an L/C Refinancing
Borrowing) shall be in an amount not less than $25,000 or any
larger amount that is an integral multiple of $25,000. Each
Borrowing of LIBOR Loans shall be in an amount not less than
$500,000, or any
 larger amount that is an integral multiple of $100,000.

 SECTION 3.3  BASIS OF COMPUTATION.  Interest on all Loans shall
be computed for the actual number of days elapsed on the basis of
a year consisting of 360 days, including the date a Loan is made
and excluding the date a Loan or any portion thereof is paid or
prepaid.

 SECTION 3.4  INTEREST PAYMENT DATES.  Accrued interest on Prime
Rate Loans shall be paid on the fifteenth (15th) day of each
March, June, September and December of each year, at maturity and
upon payment in full, beginning with the first of such dates to
occur after the date of the first such Loan hereunder.  Accrued
interest on LIBOR Loans shall be paid on the last day of the
applicable Interest Period and at maturity and, if the applicable
Interest Period is longer than three months, on each day
occurring three months after the date such LIBOR Loan is made.
After maturity, whether by acceleration or otherwise, accrued
interest on all Loans shall be paid upon demand.

 SECTION 3.5  DEFAULT RATE. If the Borrower is in default under
any of the financial requirements set forth in Section 6.4
hereof, or if any payment of principal on any Loan or other
monetary obligation is not made when due (whether by acceleration
or otherwise), such Loan or other monetary obligation shall bear
interest, after as well as before judgment, from the date such
payment was due until paid in full, payable on demand, at a rate
per annum (the "Default Rate") equal to:

 (a)   with respect to any Prime Rate Loan, the sum of two
percent (2%) plus the Prime Rate from time to time in effect; and

 (b)   with respect to any LIBOR Loan, the sum of two percent
(2%) plus the rate of interest in effect thereon at the time of
such default until the end of the Interest Period applicable
thereto and, thereafter, at a rate per annum equal to the sum of
two percent (2%) plus the Prime Rate from time to time in effect;
and

 (c)   with respect to other monetary obligations for which a
Default Rate is not otherwise specified, the sum of two percent
(2%) plus the Prime Rate from time to time in effect.

 SECTION 3.6  CLOSING FEE.  The Borrower agrees to pay each
Lender, on the date of the initial Loans hereunder, an amount
equal to one-eighth of one percent (1/8%) of the aggregate of
such Lender's Commitment - Revolving Credit and Commitment - Term
Loan.

 SECTION 3.7  COMMITMENT FEE, REDUCTION OF COMMITMENT.  The
Borrower agrees to pay each Lender a commitment fee (the
"Commitment Fee") of three-eighths of one percent (3/8%) per year
on the average daily unused amount of each Lender's Commitment -
Revolving Credit.  The Commitment Fee shall commence to accrue on
the date of this Agreement and shall be paid on the fifteenth
(15th) day of each March, June, September and December in each
year, beginning with the first of such dates to occur after
the date of this Agreement, at maturity and upon payment in full.
At any time or from time to time, upon at least ten days' prior
written notice, which shall be irrevocable, the Borrower may
reduce each Lender's Commitment -  Revolving Credit in the amount
of at least $25,000.00 or in full, provided, however, that all
such reductions of Commitment -Revolving Credit shall reduce the
Commitment - Revolving Credit of each Lender on a pro rata basis
based on the Commitment - Revolving Credit of each Lender
immediately prior to such reduction.  Upon any such reduction of
any part of the unused Commitment - Revolving Credit, the
Commitment Fee on the part reduced shall be paid in full as of
the date of such reduction.

              SECTION 4  PAYMENTS AND PREPAYMENTS.
                                
 SECTION 4.1  PAYMENTS.  All payments and prepayments of
principal, interest, closing fees and Commitment Fee shall be
made in immediately available funds to each respective Lender at
its main banking office in Chicago, Illinois.

 SECTION 4.2  MANNER OF BORROWING.  The Borrower shall give
Northern written or telephonic prior irrevocable notice (a
"Borrowing Notice") by 11:00 a.m., Chicago, Illinois time, (i) on
the date at least three (3) Business Days prior to the date of
each requested Borrowing of LIBOR Loans and (ii) on the date of
any requested Borrowing of Prime Rate Loans.  Each such notice
shall specify the date of Borrowing, which must be a Business
Day, the aggregate amount of the requested Borrowing, the type of
Loans to comprise such Borrowing and, if such Borrowing is to be
comprised of LIBOR Loans, the Interest Period applicable thereto.
Northern will then notify LaSalle Bank in writing or by telephone
by 12:00 noon on the date of receipt of the foregoing notice
(which such notice to LaSalle Bank, if it relates to Revolving
Credit Loan Borrowings constituting Prime Rate Loans, may be made
before or after Northern has funded its 50% portion of such
requested Loans) and, if such notice requests the Lender to make
LIBOR Loans, Northern shall give notice to the Borrower and to
LaSalle Bank of the interest rate applicable thereto promptly
after Northern has made such determination.   LaSalle Bank, on
the date of Borrowing of any Revolving Credit Loan, shall remit
50% of any requested Revolving Credit Loan to the Borrower's
account, except to the extent such Borrowing is either a
reborrowing, in whole or in part, of the principal amount of a
maturing Borrowing of Loans (a "Refunding Borrowing") or an L/C
Refinancing Borrowing, in which case each Lender shall record the
Loan made by it as a part of such Refunding Borrowing or L/C
Refinancing Borrowing, as the case may be, on its books or
records or on a schedule to the appropriate Note, and shall
effect the repayment, in whole or in part, as appropriate, of its
maturing Loan or reimbursement obligation through the proceeds of
such new Loan.  At the time Northern has made a Revolving Credit
Loan, LaSalle Bank shall be deemed to have funded its 50% share
of such Revolving Credit Loan and the obligation to remit to
Northern on such day its 50% of the Revolving Credit Loan shall
be absolute and irrevocable.  Each borrowing from the Lenders
under this Agreement shall be made on a pro rata basis of their
respective Commitment - Revolving Credit and Commitment - Term
Loan.  Each payment and prepayment made by the Borrower shall be
made to the Lenders pro rata on the basis of the
respective amounts of the Loans outstanding immediately prior to
such payment or prepayment.  In the event the Borrower fails to
give notice pursuant to this Section 4.2 of the reborrowing of
the principal amount of any maturing Borrowing or of a Borrowing
to refinance a reimbursement obligation with respect to a Letter
of Credit (an "L/C Refinancing Borrowing") and has not notified
Northern by 11:00 a.m. (Chicago time) on the day such Borrowing
matures or such reimbursement obligation becomes due that it
intends to repay such Borrowing or such reimbursement obligation
with funds not borrowed hereunder, the Borrower shall be deemed
to have requested a Borrowing of Prime Rate Loans on such day in
the amount of the maturing Borrowing or of the reimbursement
obligation then due, which new Borrowing shall be applied to pay,
as the case may be, the maturing Borrowing or reimbursement
obligation then due.

 Each LIBOR Loan shall mature and become due and payable by the
Borrower on the last day of the Interest Period applicable
thereto.

 SECTION 4.3  CHANGE IN CIRCUMSTANCES, ETC.  (a) The Borrower
agrees to pay to each Lender such amounts as will compensate each
Lender for any increase in the cost to such Lender of making or
maintaining any Loans hereunder or of maintaining its Commitment
- Revolving Credit to make Revolving Credit Loans hereunder,
caused by any change in any reserve, tax, capital guidelines,
special deposit, or similar requirement with respect to assets
of, deposits with or for the account of, or credit extended by,
or commitments extended by, such Lender which are imposed on such
Lender and which are caused by any change in law, treaty, rule,
regulation (including, without limitation, Regulation D of the
Board of Governors of the Federal Reserve System), any
interpretation thereof by any governmental, fiscal, monetary or
other authority charged with the administration thereof or having
jurisdiction over such Loan or such Lender, or any requirement
imposed by any such authority, whether or not having the force of
law.  Such additional amounts shall be payable on demand.  Such
Lender's calculation of such additional amounts shall be final
and binding absent manifest error.


 (b) Notwithstanding any other provisions of this Agreement or
any Note, if at any time after the date hereof any change in
applicable law or in the interpretation thereof makes it unlawful
for any Lender to make or continue to maintain LIBOR Loans or to
give effect to its obligations as contemplated hereby, such
Lender shall promptly give notice thereof to the Borrower, with a
copy to the other Lender, and such Lender's obligations to make
or maintain LIBOR Loans under this Agreement shall terminate
until it is no longer unlawful for such Lender to make or
maintain LIBOR Loans.  The Borrower shall prepay on demand the
outstanding principal amount of any such affected LIBOR Loans,
together with all interest accrued thereon and all other amounts
then due and payable to such Lender under this Agreement;
provided, however, subject to all of the terms and conditions of
this Agreement, the Borrower may then elect to borrow the
principal amount of the affected LIBOR Loan from such Lender by
means of a Prime Rate Loan from such Lender that shall not be
made ratably by the Lenders but only from such affected Lender.
 (c)   If on or prior to the first day of any Interest Period for
any Borrowing of LIBOR Loans:

 (i)   Northern advises the Borrower that deposits in United
States Dollars (in the applicable amounts) are not being offered
to it in the interbank eurodollar market, for such Interest
Period, or

 (ii)  either Lender advises the Borrower that LIBOR as
determined by Northern will not adequately and fairly reflect the
cost to such Lender of funding its LIBOR Loans for such Interest
Period, then, until Northern notifies the Borrower that the
circumstances giving rise to such suspension no longer exist, the
obligation of the Lenders to make LIBOR Loans shall be suspended.

 SECTION 4.4  FUNDING INDEMNITY.  In the event any Lender shall
incur any loss, cost or expense (including, without limitation,
any loss of profit, and any loss, cost or expense incurred by
reason of the liquidation or re-employment of deposits or other
funds acquired by such Lender to fund or maintain any LIBOR Loan
or the relending or reinvesting of such deposits or amounts paid
or prepaid to such Lender) as a result of:

 (a)   any payment (including prepayment) of a LIBOR Loan on a
date other than the last day of its Interest Period for any
reason, whether before or after default, and whether or not such
payment is required by any provisions of this Agreement, or

 (b)   any failure (because of a failure to meet the conditions
of borrowing or otherwise) by the Borrower to borrow a LIBOR Loan
on the date specified in a Borrowing Notice,

then, upon the demand of such Lender, the Borrower shall pay to
such Lender such amount as will reimburse such Lender for such
loss, cost or expense.  If any Lender makes such a claim for
compensation, it shall provide to the Borrower, with a copy to
the other Lender, a certificate executed by an officer of such
Lender setting forth the amount of such loss, cost or expense in
reasonable detail (including an explanation of the basis for and
the computation of such loss, cost or expense) and the amounts
shown on such certificate shall be deemed rebuttably presumptive
evidence of the correctness thereof.

 SECTION 4.5  DISCRETION OF LENDERS AS TO MANNER OF FUNDING.
Notwithstanding any other provision of this Agreement, each
Lender shall be entitled to fund and maintain its funding of all
or any part of its Loans in any manner it sees fit, it being
understood, however, that for the purposes of this Agreement all
determinations hereunder shall be made as if each Lender had
actually funded and maintained each LIBOR Loan through the
purchase of deposits in the relevant market having a maturity
corresponding to such Loan's Interest Period and bearing an
interest rate equal to LIBOR, for such Interest Period.

 SECTION 4.6  PREPAYMENTS.  The Borrower shall have the privilege
of prepaying
without premium or penalty and in whole or in part (but, if in
part, then:  (i) in an amount not less than $250,000 and in
integral multiples of $25,000 in the case of Prime Rate Loans,
and in an amount not less than $500,000 and in integral multiples
of $100,000 in the case of LIBOR Loans and (ii) in an amount such
that the minimum amount required for a Borrowing pursuant to
Section 3.2 hereof remains outstanding) on any Business Day upon
prior notice to the Lenders which must be received by the Lenders
by no later than 11:00 a.m. (Chicago time) on the date of such
prepayment in the case of Prime Rate Loans and by no later than
11:00 a.m. (Chicago time) on the date three Business Days in
advance of the date of such prepayment in the case of LIBOR
Loans, such prepayment to be made by the payment of the principal
amount to be prepaid and, in the case of LIBOR Loans, any
compensation required by Section 4.4 hereof.  Partial prepayments
of any outstanding type of Loan shall be applied to the various
Borrowings thereof in the inverse order of their maturity.
Partial prepayments of the Term Loans shall be applied to
installments thereof in the inverse order of their maturity.
Unless otherwise designated by the Borrower, prepayments shall be
deemed paid with respect to the Revolving Credit Loans which are
Prime Rate Loans.

 SECTION 4.7  MANDATORY REPAYMENT.  If at any given time from and
after the date of this Agreement, the amount of Revolving Credit
Loans plus all outstanding and unpaid Letters of Credit issued by
all Lenders exceeds the then aggregate amount of the Commitments-
Revolving Credit of all Lenders, THEN the Borrower shall
immediately repay to the Lenders that amount necessary to reduce
the unpaid and outstanding principal amount of the Revolving
Credit Loans such that the amount of Revolving Credit Loans plus
all outstanding and unpaid Letters of Credit issued by all
Lenders is equal to or less than the then aggregate amount of the
Commitments-Revolving Credit of all Lenders.  All repayments of
principal under this Section 4.7 shall include interest accrued
to the date of repayment on the principal amount repaid.

            SECTION 5  REPRESENTATIONS AND WARRANTIES
                                
     To induce each Lender to make each of the Loans, the
Borrower represents and warrants, and at the time the Borrower
requests or accepts any Loan, the Borrower shall be deemed to
represent and warrant, to each Lender that:

 SECTION 5.1  ORGANIZATION.  The Borrower is a corporation
existing and in good standing under the laws of the state of
Delaware; any subsidiary is a corporation duly existing and in
good standing under the laws of the state of its formation as
indicated on Exhibit G; the Borrower and any subsidiary are duly
qualified, in good standing and authorized to do business in each
jurisdiction where, because of the nature of their activities or
properties, such qualification is required and failure to qualify
could have a material adverse effect on the Borrower and its
Subsidiaries taken as a whole; and the Borrower and any
subsidiary have the power and authority to own their properties
and to carry on their businesses as now being conducted.

 SECTION 5.2  AUTHORIZATION; NO CONFLICT.  The borrowings
hereunder, the
execution and delivery of the Notes and the performance by the
Borrower of its obligations under this Agreement and the Notes
are within the Borrower's corporate powers, have been authorized
by all necessary corporate action, have received all necessary
governmental approval (if any shall be required) and do not and
will not contravene or conflict with any provision of law or of
the charter or by-laws of the Borrower or any subsidiary or of
any agreement binding upon the Borrower or any subsidiary.

 SECTION 5.3  FINANCIAL STATEMENTS.  The Borrower's audited
consolidated financial statement as at December 31, 1994 and its
unaudited consolidated financial statement as at September 30,
1995, copies of which have been furnished to both Lenders, have
been prepared in conformity with generally accepted accounting
principles applied on a basis consistent with that of the
preceding fiscal year, and accurately present the financial
condition of the Borrower and any subsidiary as at such dates and
the results of their operations for the respective periods then
ended.  Since the date of those financial statements, no
material, adverse change in the business, properties, assets,
operations, conditions or prospects of the Borrower or any
subsidiary has occurred of which each Lender has not been advised
in writing before this Agreement was signed.  There is no known
contingent liability of the Borrower or any subsidiary which is
known to be in an amount in excess of $100,000.00 which is not
reflected in such financial statements or in Exhibit I hereto or
of which the Lenders have not been advised in writing before this
Agreement was signed.

 SECTION 5.4  TAXES.  The Borrower and any subsidiary have filed
or caused to be filed all federal, state and local tax returns
which, to the knowledge of the Borrower or any subsidiary, are
required to be filed, and have paid or have caused to be paid all
taxes as shown on such returns or on any assessment received by
them, to the extent that such taxes have become due (except for
current taxes not delinquent and taxes being contested in good
faith and by appropriate proceedings for which adequate reserves
have been provided on the books of the Borrower or the
appropriate subsidiary, and as to which no foreclosure,
distraint, sale or similar proceedings have been commenced).  The
Borrower and any subsidiary have set up reserves which are
adequate for the payment of additional taxes for years which have
not been audited by the respective tax authorities.

 SECTION 5.5  LIENS.  None of the assets of the Borrower or any
subsidiary are subject to any mortgage, pledge, title retention
lien, or other lien, encumbrance or security interest, except
for: (a) current taxes not delinquent or taxes being contested in
good faith and by appropriate proceedings; (b) liens arising in
the ordinary course of business for sums not due or sums being
contested in good faith and by appropriate proceedings, but not
involving any deposits or advances or borrowed money or the
deferred purchase price of property or services; (c) to the
extent specifically shown in the financial statements referred to
above; and (d) liens existing on the date hereof as listed in
Exhibit H hereto.

 SECTION 5.6  ADVERSE CONTRACTS.  Neither the Borrower nor any
subsidiary is a party to any agreement or instrument or subject
to any charter or other corporate restriction, nor is it subject
to any judgment, decree or order of any court or governmental
body, which
may have a material and adverse effect on the business, assets,
liabilities, financial condition, operations or business
prospects of the Borrower and its subsidiaries taken as a whole
or on the ability of the Borrower to perform its obligations
under this Agreement or the Notes. Neither the Borrower nor any
subsidiary has, nor with reasonable diligence should have had,
knowledge of or notice that it is in default in the performance,
observance or fulfillment of any of the obligations, covenants or
conditions contained in any such agreement, instrument,
restriction, judgment, decree or order.

 SECTION 5.7  REGULATION U. The Borrower is not engaged
principally in, nor is one of the Borrower's important
activities, the business of extending credit for the purpose of
purchasing or carrying "margin stock" within the meaning of
Regulation U of the Board of Governors of the Federal Reserve
System as now and from time to time hereinafter in effect.

 SECTION 5.8  LITIGATION AND CONTINGENT LIABILITIES, No
litigation (including derivative actions), arbitration
proceedings or governmental proceedings are pending or threatened
against the Borrower which would (singly or in the aggregate), if
adversely determined, have a material and adverse effect on the
financial condition, continued operations or prospects of the
Borrower or any subsidiary, except as set forth (including
estimates of the dollar amounts involved) in Exhibit I hereto.

 SECTION 5.9  SUBSIDIARIES.  Attached hereto as Exhibit G is a
correct and complete list of all subsidiaries and affiliates of
the Borrower.

 SECTION 5.10  PURPOSE.  The Borrower shall use the proceeds of
the Loans to refinance the amounts owing under the Prior
Documents, for working capital purposes, and for general
corporate purposes, including capital expenditures.



                      SECTION 6  COVENANTS
                                
 Until all obligations of the Borrower hereunder and under the
Notes are paid and fulfilled in full, and as a condition
precedent to the Borrower requesting the Term Loans and any
Revolving Credit Loan, the Borrower agrees that it shall, and
shall cause any subsidiary to, comply with the following
covenants, unless the Lenders consent otherwise in writing:

 SECTION 6.1  CORPORATE EXISTENCE, MERGERS, ETC. The Borrower and
any subsidiary shall preserve and maintain its corporate
existence, rights, franchises, licenses and privileges, and will
not liquidate, dissolve, or merge, or consolidate with or into
any other corporation, or sell, lease, transfer or otherwise
dispose of all or a substantial part of its assets, except that:

  (a)  Any subsidiary may merge or consolidate with or into any
  one or more wholly-owned subsidiaries;
  
   (b)  Any subsidiary may sell, lease, transfer or otherwise
  dispose of any of its assets to the Borrower or one or more
  wholly-owned subsidiaries; and

  (c) The Borrower may liquidate, dissolve, sell, lease,
  transfer, or otherwise dispose of the net assets of any
  subsidiary whose net assets constitute ten percent (10%) or
  less of the Borrower's consolidated net assets.  For purposes
  of this Section 6.1(c), the Borrower's consolidated net assets
  shall be determined immediately prior to any such liquidation,
  dissolution, sale, lease, transfer, or other disposition, and
  the ten percent limitation applies on a cumulative basis to
  all such dispositions during the period beginning on the date
  hereof and ending on the Termination Date.
  
 SECTION 6.2  REPORTS,  CERTIFICATES  AND  OTHER  INFORMATION.
The Borrower shall furnish to each Lender:

  (a) Interim Reports.  Within 45 days after the end of each
  quarter of each fiscal year of the Borrower, a copy of an
  unaudited financial statement of the Borrower and any
  subsidiary prepared on a consolidated basis consistent with
  the audited consolidated financial statements of the Borrower
  and any subsidiary referred to above, signed by an authorized
  officer of the Borrower and consisting of at least (i) a
  balance sheet as at the close of such quarter and (ii) a
  statements of earnings and cash flows for such quarter and for
  the period from the beginning of such fiscal year to the close
  of such quarter.
  
  (b) Audit Report.  Within 100 days after the end of each
  fiscal year of the Borrower, a copy of an annual audit report
  of the Borrower and any subsidiary prepared on a consolidated
  basis and in conformity with generally accepted accounting
  principles applied on a basis consistent with the audited
  consolidated financial statements of the Borrower and any
  subsidiary referred to above, duly certified by independent
  certified public accountants of recognized standing
  satisfactory to the Lender, accompanied by an opinion without
  significant qualification.
  
  (c)  Certificates. Contemporaneously with the furnishing of a
  copy of each quarterly report provided for in this Section, a
  certificate dated the date of such quarterly report and signed
  by either the President, the Chief Accounting officer or the
  Treasurer of the Borrower, to the effect that no Event of
  Default or Unmatured Event of Default has occurred and is
  continuing, or, if there is any such event, describing it and
  the steps, if any, being taken to cure it, and containing
  (except in the case of the certificate dated the date of the
  annual report) a computation of, and showing compliance with,
  any financial ratio or restriction contained in this
  Agreement, and also containing a description of the amount and
  type of capital expenditures which are excluded from capital
  expenditures pursuant to the parenthetical in clause (iv) of
  the definition of Income Available for Fixed Charges.
  
  (d) Reports to SEC and to Shareholders.  Copies of each filing
  and report made by the Borrower or any subsidiary with or to
  any securities exchange or the Securities and
  Exchange Commission, except in respect of any single
  shareholder, and of each communication from the Borrower or
  any subsidiary to Borrower's shareholders generally, promptly
  upon the filing or making thereof.
  
  (e) Notice of Default, Litigation and ERISA Matters.
  Immediately upon learning of the occurrence of any of the
  following, written notice describing the same and the steps
  being taken by the Borrower or any subsidiary affected in
  respect thereof: (i) the occurrence of an Event of Default or
  an Unmatured Event of Default; or (ii) the institution of, or
  any adverse determination in, any litigation, arbitration or
  governmental proceeding which is material to the Borrower or
  any subsidiary on a consolidated basis; or (iii) the
  occurrence of a reportable event under, or the institution of
  steps by the Borrower or any subsidiary to withdraw from, or
  the institution of any steps to terminate, any employee
  benefit plans as to which the Borrower or any of its
  subsidiaries may have any liability.
  
  (f) Subsidiaries.  Promptly from time to time a written report
  of any changes in the list of its subsidiaries.
  
  (g) Other Information.  From time to time such other
  information, financial or otherwise, concerning the Borrower
  or any subsidiary as either Lender may reasonably request.
  
 SECTION 6.3  INSPECTION.  The Borrower and any subsidiary shall
permit each Lender and its agents at any time during normal
business hours to inspect their properties and to inspect and
make copies of their books and records.

 SECTION 6.4  FINANCIAL REQUIREMENTS.  Until all of the
obligations of the Borrower under this Agreement and the Notes
are fully paid and performed, neither the Borrower nor any
subsidiary will, unless at any time both Lenders shall otherwise
expressly consent in writing:

  (a) Fixed Charge Coverage Ratio.  Permit the Fixed Charge
  Coverage Ratio, as determined as of December 28, 1996 and as
  of the end of each fiscal quarter thereafter of the Borrower's
  fiscal year, in all instances for the period of the four
  fiscal quarters then ending, to be less than 1.0:1.0;
  
  (b) Current Ratio.  Permit the ratio of consolidated current
  assets to current liabilities (with current liabilities not
  including the final installment on the Term Loans due on
  February 15, 1999) as determined as of the end of each fiscal
  quarter of the Borrower's fiscal year, to be less than
  1.75:1.0;
  
  (c)  Tangible Net Worth.  Permit the Borrower's consolidated
  Tangible Net Worth, determined as of the end of each fiscal
  quarter of the Borrower's fiscal year, to be less than
  $24,000,000, plus fifty percent (50%) of the Borrower's
  cumulative consolidated
  net income (disregarding losses) for all periods subsequent to
  December 28, 1994); and
  
  (d) Leverage Ratio.  Permit the Borrower's ratio of (i)
  consolidated Funded Debt as at the end of each fiscal quarter
  of the Borrower's fiscal year, to (ii) EBITDA for the
  Measurement Period ending at the last day of such quarter, to
  exceed 2.75:1.0 as at the end of each fiscal quarter through
  September 30, 1996, and 2.5:1.0 as at the end of each fiscal
  quarter thereafter.
  
 SECTION 6.5  INDEBTEDNESS, LIENS AND TAXES.  The Borrower and
any subsidiary shall:

  (a)  Indebtedness. Not incur, permit to remain outstanding,
  assume or in any way become committed for Indebtedness in
  respect of borrowed money, except (i) Indebtedness incurred
  hereunder or to either Lender; (ii) Indebtedness existing on
  the date of this Agreement shown on the financial statements
  furnished to both Lenders before this Agreement was signed;
  (iii) other Indebtedness existing on the date hereof as listed
  in Exhibit J hereto; (iv) other Indebtedness to which the
  Lenders give the Borrower prior written consent; and (v)
  Indebtedness in the aggregate amount not greater than 5% of
  the Tangible Net Worth of the Borrower at any time or from
  time to time.
  
  (b) Liens.  Not create, suffer or permit to exist any lien or
  encumbrance of any kind or nature upon any of their assets now
  or hereafter owned or acquired, or acquire or agree to acquire
  any property or assets of any character under any conditional
  sale agreement or other title retention agreement, but this
  Section shall not be deemed to apply to: (i) liens existing on
  the date of this Agreement which are listed on Exhibit H
  hereto or of which the Lenders have been advised in writing
  before this Agreement was signed; (ii) liens of landlords,
  contractors, laborers or supplement, tax liens, or liens
  securing performance or appeal bonds or other similar liens or
  charges arising out of the Borrower's business, provided that
  tax liens are removed before related taxes become delinquent
  and other liens are promptly removed, in either case unless
  contested in good faith and by appropriate proceedings, and as
  to which adequate reserves shall have been established; and
  (iii) liens securing borrowings or advances from the Borrower
  to wholly-owned subsidiaries.
  
  
  (c) Taxes.  Pay and discharge all taxes, assessments and
  governmental charges or levies imposed upon them, upon their
  income or profits or upon any properties belonging to them,
  prior to the date on which penalties attach thereto, and all
  lawful claims for labor, materials and supplies when due,
  except that no such tax, assessment, charge, levy or claim
  need be paid which is being contested in good faith by
  appropriate proceedings and as to which adequate reserves
  shall have been established, and as to which no foreclosure,
  distraint, sale or similar proceedings have commenced.
  
  (d)  Keep Well Agreements.  Except as set forth in Exhibit I
  hereto, not assume,
  guarantee, indorse or otherwise become or be responsible in
  any manner (whether by agreement to purchase any obligations,
  stock, assets, goods or services, or to supply or advance any
  funds, assets, goods or services, or otherwise) with respect
  to the obligation of any other person or entity, except by the
  endorsement of negotiable instruments for deposit or
  collection in the ordinary course of business and except as
  permitted by this Agreement.
  
 SECTION 6.6  INVESTMENTS AND LOANS.  Neither the Borrower nor
any subsidiary shall make any loan, advance, extension of credit
or capital contribution to, or purchase or otherwise acquire for
a consideration, evidences of indebtedness, capital stock or
other securities of, or all or substantially all of the assets
of, any person in an aggregate amount greater than $1,500,000 (as
determined for the period beginning on the date hereof and ending
on the Termination Date), except that the Borrower and any
subsidiary may:

  (a)  purchase or otherwise acquire and own short-term money
  market items;
  
  (b) extend credit upon customary terms to their customers in
  the ordinary course of their business; and
  
  (c) extend credit to officers and employees in accordance with
  policies in effect on the date of this Agreement of which the
  Lenders have been advised in writing.
  
 SECTION 6.7  CAPITAL STRUCTURE AND DIVIDENDS.  Neither the
Borrower nor any subsidiary shall purchase or redeem, or obligate
itself to purchase or redeem, any shares of the Borrower's
capital stock, of any class, issued and outstanding from time to
time, provided, however, that the Borrower may purchase an amount
of shares of the Borrower's capital stock in a total amount not
to exceed $1,000,000 in the aggregate (as determined for the
period beginning on the date hereof and ending on the Termination
Date); or declare or pay any dividend (other than dividends
payable in its own common stock or to the Borrower) or make any
other distribution in respect of such shares other than to the
Borrower.  The Borrower shall continue to own, directly or
indirectly, the same (or greater) percentage of the stock of each
subsidiary that it held on the date of this Agreement, and no
subsidiary shall issue any additional securities other than to
the Borrower.

 SECTION 6.8  MAINTENANCE OF PROPERTIES.  The Borrower and any
subsidiary shall maintain, or cause to be maintained, in good
repair, working order and condition, all their properties
(whether owned or held under lease), and from time to time make
or cause to be made all needed and appropriate repairs, renewals,
replacements, additions, betterments and improvements thereto, so
that the business carried on in connection therewith may be
properly and advantageously conducted at all times.

 SECTION 6.9  INSURANCE.  The Borrower and any subsidiary shall
maintain insurance in responsible companies in such amounts and
against such risks as is usually carried by owners of similar
businesses and properties in the same general area in which the
Borrower or its subsidiaries operate.  The Lenders agree that the
Borrower may self-insure certain risks and that the levels of
such self-insurance shall be reasonably and prudently determined
solely by the Borrower.

 SECTION 6.10  USE OF PROCEEDS.

  (a) General.  The Borrower and any subsidiary shall not use or
  permit any proceeds of the Loans to be used, either directly
  or indirectly, for the purpose, whether immediate, incidental
  or ultimate, of "purchasing or carrying any margin stock'
  within the meaning of Regulations U or X of the Board of
  Governors of the Federal Reserve System, as amended from time
  to time.  If requested by either Lender, the Borrower and any
  subsidiary will furnish to such Lender a statement in
  conformity with the requirements of Federal Reserve Form U-1
  to the foregoing effect.  No part of the proceeds of the Loans
  will be used for any purpose which violates or is inconsistent
  with the provisions of Regulation U or X of the Board of
  Governors.
  
  (b) Tender Offers and Going Private.  Neither the Borrower nor
  any subsidiary shall use (or permit to be used) any proceeds
  of the Loans to acquire any security in any transaction which
  is subject to Section 13 or 14 of the Securities Exchange Act
  of 1934, as amended, or any regulations or rulings thereunder.
  
 SECTION 6.11  PURPOSE.  The Borrower shall use the proceeds of
the Loans as set forth in Section 5.10 above.

                SECTION 7  CONDITIONS OF LENDING
                                
     The obligation of each Lender to make the Term Loan and each
of the Revolving Credit Loans is subject to the following
conditions precedent:

 SECTION 7.1  DOCUMENTATION; FIRST LOAN.  In addition to the
conditions precedent set forth in Section 7.2 hereinbelow, the
obligation of both Lenders to make the Term Loan and the first
Revolving Credit Loan is subject to the conditions precedent that
both Lenders shall have received all of the following, each duly
executed and dated the date of this Agreement, in form and
substance satisfactory to the Lenders and their counsel, at the
expense of the Borrower, and in such number of signed
counterparts as each Lender may request (except for the Notes, of
which only the original of each shall be signed):

  (a) Revolving Credit Note.  Revolving Credit Notes in the form
  of Exhibit A, with appropriate insertions, each payable to
  each Lender for the face amount of such Lender's Commitment -
  Revolving Credit;
  
  (b) Term Note.  Term Notes in the form of Exhibit B, with
  appropriate insertions, each payable to each Lender for the
  face amount of such Lender's Commitment - Term Loan;
  (c)  Resolutions. A copy of a resolution of the Board of
  Directors of the Borrower authorizing or ratifying the
  execution, delivery and performance, respectively, of this
  Agreement, the Notes and the other documents provided for in
  this Agreement, certified by the Secretary of the Borrower;
  copies of the resolutions of the Board of Directors of each
  subsidiary authorizing or ratifying the execution, delivery
  and performance of its guaranty, certified by its Secretary;
  
  (d) Articles of Incorporation and By-laws; Good Standing
  Certificates.  A copy of the articles of incorporation and by-
  laws of the Borrower and each subsidiary, certified by the
  Secretary of the Borrower and each subsidiary, respectively,
  or, in lieu thereof, certification by the Secretary of the
  Borrower and each subsidiary that there have been no changes
  to said articles of incorporation and by-laws since the
  date(s) when certified copies thereof were last furnished to
  the Lenders; good standing certificates issued by the
  Secretary of State of each state in which the Borrower or such
  subsidiary is incorporated and qualified to do business;
  
  (e)  Certificates of Incumbency.  A certificate of the
  Secretary of the Borrower and each subsidiary certifying the
  names of the officer or officers of the Borrower or such
  subsidiary authorized to sign this Agreement, the Notes, its
  guaranty and the other documents provided for in this
  Agreement to be signed by the Borrower and such subsidiary,
  together with a sample of the true signature of each such
  officer (the Lender may conclusively rely on such certificate
  until formally advised by a like certificate of any changes
  therein);
  
  (f) Guaranties.  The Transit Mix Guaranty in the form of
  Exhibit C, with appropriate insertions; the Phoenix Guaranty
  in the form of Exhibit D, with appropriate insertions; the
  Williams Guaranty in the form of Exhibit E, with appropriate
  insertions; and the Castle Guaranty in the form of Exhibit F,
  with appropriate insertions;
  
  (g) Certificate of No Default.  A certificate signed by the
  President, the Chief Financial Officer or the Treasurer of the
  Borrower to the effect that: (i) no Event of Default or
  Unmatured Event of Default has occurred and is continuing or
  will result from the making of the Term Loan and the first
  Revolving Credit Loan; and (ii) the representations and
  warranties of the Borrower contained herein are true and
  correct as at the date of the Term Loan and the first
  Revolving Credit Loan as though made on that date;
  
  
  (h)  Opinion of Counsel to the Borrower and Subsidiaries.  An
  opinion of counsel to the Borrower and its subsidiaries to
  such effect as the Lenders may require; and
  
  (i) Miscellaneous.  Such other documents and certificates as
  the Lender may request.
  
 SECTION 7.2  REPRESENTATIONS AND WARRANTIES: NO DEFAULT.

 (a)   Representations and Warranties.  At the date of the Term
  Loan and each Revolving Credit Loan, the Borrower's
  representations and warranties set forth herein shall be true
  and correct as at such date with the same effect as though
  those representations and warranties had been made on and as
  at such date.
  
  (b)  No Default.  At the time of the Term Loan and each
  Revolving Credit Loan, and immediately after giving effect to
  the Term Loan and each Revolving Credit Loan, the Borrower
  shall be in compliance with all the terms and provisions set
  forth herein on its part to be observed or performed, and no
  Event of Default or Unmatured Event of Default shall have
  occurred and be continuing at the time of any Loan, or would
  result from the making of any Loan.
  
 SECTION 7.3  SUCCEEDING LOANS.  The application by the Borrower
for any Revolving Credit Loan other than the first shall be
deemed a representation and warranty by the Borrower that the
statements in Section 7.2 are true and correct on and as of the
date of each such Loan.

                       SECTION 8  DEFAULT
                                
 SECTION 8.1  EVENTS OF DEFAULT.  Each of the following
occurrences is hereby defined as an "Event of Default":

  (a) Nonpayment or Non-Compliance with Financial Requirements.
  The Borrower shall fail to make any payment of principal,
  interest, or other amounts payable hereunder when and as due,
  or shall fail to be in compliance with any of the Financial
  requirements set forth at Section 6.4 hereof; or
  
  (b)  Default under Related Documents.  Any default, event of
  default, or similar event shall occur or continue beyond any
  applicable grace or notice period under any instrument,
  document, note, agreement, or guaranty delivered to either
  Lender in connection with the Loans, or any such instrument,
  document, note, agreement, or guaranty shall not be, or shall
  cease to be, enforceable in accordance with its terms; or
  
  (c) Cross-Default.  There shall occur any default or event of
  default, or any event which might become such with notice or
  the passage of time or both, or any similar event, or any
  event which requires the prepayment of borrowed money or the
  acceleration of the maturity thereof, under the terms of any
  evidence of indebtedness or other agreement issued or assumed
  or entered into by the Borrower or any subsidiary or under the
  terms of any indenture, agreement or instrument under which
  any such evidence of indebtedness or other agreement is
  issued, assumed, secured or guaranteed, and such event shall
  continue beyond any applicable period of grace; or
  
  
  (d) Dissolutions, etc, The Borrower shall fail to comply with
  any provision concerning
  its existence or that of any subsidiary or any prohibition
  against dissolution, liquidation, merger, consolidation or
  sale of assets; or
  
  (e)  Warranties. Any representation, warranty, schedule,
  certificate, financial statement, report, notice or other
  writing furnished by or on behalf of the Borrower to either
  Lender is false or misleading in any material respect on the
  date as of which the facts therein set forth are stated or
  certified; or
  
  (f)  Change in Control.  A transfer of or an accumulation of a
  majority of the outstanding capital stock of the Borrower
  shall be acquired, directly or indirectly, by a person or
  entity, or group of persons or entities acting in concert, who
  own on the date hereof less than 5% of such voting stock; or
  
  (g)  ERISA. Any reportable event shall occur under the
  Employee Retirement Income Security Act of 1974, as amended,
  in respect of any employee benefit plan maintained for
  employees of the Borrower or any subsidiary; or
  
  (h)  Litigation. Any suit, action or other proceeding
  (judicial or administrative) commenced against the Borrower or
  any subsidiary, or with respect to any assets of the Borrower
  or any subsidiary, shall threaten to have a material and
  adverse effect on the future operations of the Borrower or any
  subsidiary; or a final judgment or settlement shall be entered
  in, or agreed to in respect of, any such suit, action or
  proceeding and said final judgment or settlement is for or in
  an amount which would have a material adverse effect on the
  Borrower and its subsidiaries taken as a whole (but excluding
  in any event from this clause (h) the Lee claim referenced in
  Exhibit I hereto); or
  
  (i)  Noncompliance with this Agreement.  The Borrower shall
  fail to comply with any material provision hereof, which
  failure does not otherwise constitute an Event of Default, and
  such failure shall continue for thirty days after notice
  thereof to the Borrower by either Lender or any other holder
  of a Note; or
  
  (j)  Guaranty. Any guaranty of the Loans (specifically
  including but not limited to the Transit Mix Guaranty, the
  Phoenix Guaranty, the Williams Guaranty and the Castle
  Guaranty) shall be repudiated or become unenforceable or
  incapable of performance; or
  
  (k)  Voluntary Bankruptcy.  The Borrower or any subsidiary
  shall file a petition or answer or consent seeking relief
  under Title 11 of the United States Code, as now constituted
  or hereafter amended, or any other applicable federal, state
  or foreign bankruptcy law or other similar law, or the
  Borrower or any subsidiary shall consent to the institution of
  proceedings thereunder or the filing of any such petition or
  to the appointment or taking possession of a receiver,
  liquidator, assignee, trustee, custodian, sequestrator or
  similar official of the Borrower or any subsidiary; or
  
  (l)  Involuntary Bankruptcy.  There shall be entered a decree
  or order by a court
  constituting an order for relief in respect of the Borrower or
  any subsidiary under Title 11 of the United States Code, as
  now constituted or hereafter amended, or any other applicable
  federal, state or foreign bankruptcy law or other similar law,
  or appointing a receiver, liquidator, assignee, trustee,
  custodian, sequestrator or similar official of the Borrower or
  any subsidiary or of any substantial part of their respective
  properties, or ordering the winding-up of or liquidation of
  the affairs of the Borrower or any subsidiary and any such
  decree or order shall continue unstayed and in effect for a
  period of forty-five (45) consecutive calendar days; or
  
  (m)  Insolvency. The Borrower or any subsidiary shall become
  insolvent or shall fail or be unable to pay its debts as they
  mature, shall admit in writing its inability to pay its debts
  as they mature, shall make a general assignment for the
  benefit of its creditors, shall enter into any composition or
  similar agreement, or shall suspend the transaction of all or
  a substantial portion of its usual business.
  
 SECTION 8.2  REMEDIES.  Upon the occurrence of any Event of
Default set forth in subsections (a)-(j) of Section 8.1 and
during the continuance thereof, the Lenders may declare the Notes
and any other amounts owed to the Lenders, including without
limitation any accrued but unpaid Commitment Fee, to be
immediately due and payable, whereupon the Notes and any other
amounts owed to the Lenders shall forthwith become due and
payable. Upon the occurrence of any Event of Default set forth in
subsections (k)-(m) of Section 8.1, all of the Notes and any
other amounts owed to both Lenders, including without limitation
any accrued but unpaid Commitment Fee, shall be immediately and
automatically due and payable without action of any kind on the
part of either Lender or any other holder of a Note.  Upon the
occurrence of any Event of Default, any obligation of either
Lender to make Loans shall immediately and automatically
terminate without action of any kind on the part of either Lender
until such Event of Default is waived by the Lenders, if ever.
The Borrower expressly waives presentment, demand, notice or
protest of any kind in connection herewith.  The Lenders shall
promptly give the Borrower written notice of any such
declaration, but failure to do so shall not impair the effect of
such declaration.  No delay or omission on the part of the
Lenders or any holder of a Note in exercising any power or right
hereunder or under such Note shall impair such right or power or
be construed to be a waiver of any Event of Default or any
acquiescence therein, nor shall any single or partial exercise of
any power or right hereunder preclude other or further exercise
thereof, or the exercise of any other power or right.

                    SECTION 9  MISCELLANEOUS
                                
 SECTION 9.1  WAIVER OF DEFAULT.  The Lenders may, by written
notice to the Borrower, at any time and from time to time, waive
any default in the performance or observance of any condition,
covenant or other term hereof, or any Event of Default, which
shall be for such period and subject to such conditions as shall
be specified in any such notice.  In the case of any such waiver,
the Lenders and the Borrower shall be restored to their former
position and rights hereunder and under the Notes, respectively,
and any default
or Event of Default so waived shall be deemed to be cured and not
continuing; but no such waiver shall extend to or impair any
right consequent thereon or to any subsequent or other default or
Event of Default.

 SECTION 9.2  NOTICES.  All notices, requests and demands to or
upon the respective parties hereto shall be deemed to have been
given or made when deposited in the mail, postage prepaid, or
when sent if sent by facsimile, addressed:

  (a)  if to the Borrower to 225 West Wacker Drive, Chicago,
  Illinois 60606 (Attention: Treasurer)
  
  (b) if to Northern to 50 South LaSalle Street, Chicago,
  Illinois 60675, (Attention: Joseph M. Kunze, Vice President)
  
  (c)  if to LaSalle Bank to 120 South LaSalle Street, Chicago,
  Illinois 60603, (Attention: Michael Foster, Senior Vice
  President)
  
or to such other address as may be hereafter designated in
writing by the respective parties hereto.

 SECTION 9.3  NONWAIVER: CUMULATIVE REMEDIES.  No failure to
exercise, and no delay in exercising, on the part of either or
all of the Lenders of any right, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of
any other right, power or privilege.  The rights and remedies of
the Lenders herein provided are cumulative and not exclusive of
any rights or remedies provided by law.

 SECTION 9.4  SURVIVAL OF AGREEMENTS.  All agreements,
representations and warranties made herein shall survive the
delivery of the Notes and the making of any Loan hereunder.

 SECTION 9.5  SUCCESSORS; PARTICIPATIONS.  This Agreement shall,
upon execution and delivery by the Borrower, and acceptance by
the Lenders in Chicago, Illinois, become effective and shall be
binding upon and inure to the benefit of the Borrower, the
Lenders and their respective successors and assigns, except that
the Borrower may not transfer or assign any of its rights or
interest hereunder without the prior written consent of all
Lenders.  The Lenders may, without notice or consent of any kind,
sell, assign, transfer or grant participations in all or any of
the Loans.  In such event each and every immediate and successive
assignee, transferee or holder of or participant in all or any of
the Loans shall have the right to enforce this Agreement, the
Notes, and all of the other document or instrument executed in
connection herewith, by suit or otherwise, for the benefit of
such assignee, transferee, holder or participant as fully as if
such assignee, transferee, holder or participant were herein by
name specifically given such rights, powers and benefits, but the
Lenders shall have an unimpaired right, prior and superior to
that of any assignee, transferee or holder to enforce this
Agreement, the Notes, and all of the other documents or
instrument
executed in connection herewith for the benefit of the Lenders or
any such participant, as to so much of the Loans as it has not
sold, assigned or transferred.

 SECTION 9.6  CAPTIONS.  Captions in this Agreement are for
convenience of reference only and shall not define or limit any
of the terms or provisions hereof. References herein to Sections
or provisions without reference to the document in which they are
contained are references to this Agreement.

 SECTION 9.7  SINGULAR AND PLURAL.  Unless the context requires
otherwise, wherever used herein the singular shall include the
plural and vice versa, and the use of one gender shall also
denote the others where appropriate.

 SECTION 9.8  COUNTERPARTS.  This Agreement may be executed by
the parties on any number of separate counterparts, and by each
party on separate counterparts; each counterpart shall be deemed
an original instrument; and all of the counterparts taken
together shall be deemed to constitute one and the same
instrument.

 SECTION 9.9  FEES.  The Borrower agrees, upon demand of the
Lenders, to pay or reimburse the Lenders for all reasonable
costs, expenses (including attorneys' fees and legal costs and
expenses, and time charges of attorneys who may be employees of
either of the Lenders, in each case both in and out of court and
in original, appellate and bankruptcy proceedings), and
disbursements incurred or paid by the Lenders in connection with
the preparation, negotiation, documentation, administration,
amendment, modification, waiver or interpretation of this
Agreement, and/or in enforcing or preserving its rights hereunder
or under the Notes or any document or instrument executed in
connection herewith. Notwithstanding the foregoing, the Borrower
shall not be obligated to pay expenses of the Lenders pertaining
to any lawsuit initiated by the Lenders if the Lender's complaint
shall be dismissed with prejudice or if judgment shall be
rendered, in whole, against the Lenders (and shall not be
reversed on appeal).

 SECTION 9.10  CONSTRUCTION; PROVISIONS SEVERABLE, This
Agreement, the Notes and any document or instrument executed in
connection herewith shall be governed by, and construed and
interpreted in accordance with, the internal laws of the State of
Illinois, and shall be deemed to have been executed in the State
of Illinois.  If any term or provision of this Agreement, the
Notes, or any other documents or instrument executed in
connection herewith shall be unenforceable or invalid, such
unenforceability or invalidity shall not render any other term or
provision hereof unenforceable or invalid, and all other terms
and provisions of this Agreement, the Notes, and any other
documents or instrument executed in connection herewith shall be
enforceable and valid.

 SECTION 9.11  SUBMISSION TO JURISDICTION; VENUE.  To induce the
Lenders to make the Loans, as evidenced by the Notes and this
Agreement, the Borrower irrevocably agrees that, subject to the
Lender's sole and absolute election, all suits, actions or other
proceedings in any way, manner or respect, arising out of or from
or related to this
Agreement, the Notes or any document or instrument executed in
connection herewith, shall be subject to litigation in courts
having situs within Chicago, Illinois.  The Borrower hereby
consents and submits to the jurisdiction of any local, state or
federal court located within Chicago, Illinois.  The Borrower
hereby waives any right it may have to transfer or change the
venue of any suit, action or other proceeding brought against the
Borrower by the Lenders in accordance with this Section.

 SECTION 9.12  SET-OFF.  At any time and without notice of any
kind, any account, deposit or other indebtedness owing by either
Lender to Borrower, and any securities or other property of
Borrower delivered to or left in the possession of either Lender
or its nominee or bailee, may be set off against and applied in
payment of any obligation hereunder (whether as Loans or Letters
of Credit), whether due or not.  The Lenders hereby agree that if
either shall, through the exercise of any right of counterclaim,
set-off, banker's lien, or otherwise, receive payment of a
proportion of the aggregate amount of principal and interest due
with respect to its participation in the Loans that is greater
than the proportion received by the Lenders in respect of the
aggregate amount of principal and interest due with respect to
its pro rata share in the Loans, the party receiving such
proportionately greater payment shall increase (the "Set-Off
Increase") its Commitment - Revolving Credit or Commitment -Term
Loan (which it shall be deemed to have done simultaneously upon
receipt of such payment) in the Revolving Credit Loans or Term
Loan, respectively, so that all such recoveries of principal and
interest with respect to all Loans and Letters of Credit shall be
on a pro rata basis.  If at any time either Lender is required to
return or refund all or any part of a payment, then after its
refund or repayment, its increased Commitment - Revolving Credit
or Commitment Term Loan shall be computed as if it had never
received such payment.

 SECTION  9.13  DOCUMENTATION.  Both  Lenders  represent,
warrant, and covenant to the other Lender that:

     (a)  In making its decision to enter into this Agreement and
the Notes:

  (i) it independently has taken whatever steps it considers
  necessary to evaluate the financial condition and affairs of
  the Borrower;
  
  (ii)it has made an independent credit judgment;
  
  (iii) it has not relied upon any representation by the
  other Lender; and
  
(iv)  neither Lender shall be responsible or liable to the other
Lender for any statements in or omissions from this Agreement,
the Notes, or any other document or instrument executed by the
Borrower or by and among the Borrower and the Lenders and
document or instrument received by either Lender from the
Borrower or concerning the Borrower, and
 (b)   With respect to the Loans and Letters of Credit and so
long as any portion of the Loans and Letters of Credit,
respectively, remains outstanding, each Lender will continue to
make its own independent evaluation of the financial conditions
and affairs of the Borrower.

 SECTION 9.14  LENDERS.  Northern and LaSalle Bank agree that any
action taken pursuant to this Agreement, the Notes or any other
document or instrument executed in connection herewith by
Northern will be taken by Northern only after written receipt by
Northern from LaSalle Bank of an agreement and consent to such
action by LaSalle Bank. Except to the extent such actions result
from the gross negligence or willful misconduct of Northern,
Northern will not be liable to LaSalle Bank for any action taken
or omitted to be taken pursuant to this Agreement, the Notes and
all other document or instrument executed in connection herewith.
Nothing in this Agreement, the Notes and all other document or
instrument executed in connection herewith shall make or be
deemed to make the relationship of Northern and LaSalle Bank
hereunder a fiduciary relationship or be deemed to make Northern
the agent hereunder or owe any fiduciary obligations to LaSalle
Bank.  Northern and LaSalle Bank agree that neither Lender may
amend, waive, alter or agree to any other modification of this
Agreement, the Notes and all other documents or instruments
executed in connection herewith without the prior written consent
and agreement of the other Lender.

 SECTION 9.15  MERGER AND INTEGRATION.  Commencing as of the date
of this Agreement, this Agreement, the Notes, the Letters of
Credit, the Guaranties referred to herein, and the other
documents and instruments referred to herein contain the entire
agreement among the parties hereto and thereto with respect to
the subject matter hereof and thereof, and specifically
supersede, amend and restate in their entirety the Prior
Documents and the commitments thereunder shall be deemed
terminated.  Notwithstanding the foregoing and without limiting
any other rights that may have accrued under the Prior Documents
prior to the date hereof, all rights of the Lenders under the
Prior Documents to payment under the Prior Documents that have
accrued or arose on or prior to the date hereof, shall survive
the termination of commitments under the Prior Documents, and the
principal amount of all advances made under the Prior Documents
shall not, however, be deemed paid in full but rather transferred
as provided herein.  All Notes issued hereunder are, to the
extent of such outstanding indebtedness, in substitution for, and
not in repayment of, the principal indebtedness evidenced by the
Original Agreement.

                            CONTINENTAL MATERIALS CORPORATION
                                                              
                            By: /s/ Joseph J. Sum
                                -------------------- 
                            Its: Vice President    
                                                       
                            THE NORTHERN TRUST COMPANY
                                                        
                            By: /s/ Joseph M. Kunze
                                --------------------
                            Its: Vice President     
                                                        
                                                      
                            LASALLE NATIONAL BANK     
                                                       
                            By: /s/ Michael Foster    
                                --------------------
                            Its: Senior Vice President