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                                                                   EXHIBIT 10.39


                                  AGREEMENT

        This Agreement, made the 1st day of May, 1996, by and between DORSEY
TRAILERS, INC., hereinafter referred to as the Company, and the International
Association of Machinists and Aerospace Workers Local (Coffee) Lodge No. 1769,
hereinafter called the Union.


                                  ARTICLE 1
                                 RECOGNITION

        The Company recognizes local (Coffee) Lodge 1769, International
Association of Machinists and Aerospace Workers, AFL-CIO, as the sole
bargaining agent for all production and maintenance employees employed by
Dorsey Trailers, Inc., at its Elba, Alabama, plant, including those in the
classification of machinist, electrician, foamer, refrigeration, maintenance
mechanic, auto mechanic, aluminum welder, steel welder, serviceman, material
expeditor, quality specialist, painter, fabricator, assembler, utility truck
driver, warehouseman, janitor, surface preparer, and truck driver, but
excluding office clerical employees, technical employees, professional
employees, guards, and supervisors.

                                  ARTICLE 2
                              MANAGEMENT RIGHTS

        A.  The Union recognizes that is the function and right of the
management to exercise its own judgment and discretion in developing processes
which meet customers acceptance, to meet competition, in order that its
business, jobs, and wages be protected.  To attain these benefits, the Union
recognizes as included in, but not limited to, the following rights and duties
of management.

        B.  The management of the Company's business and the direction of the
working forces, including the right to hire, suspend for cause or to discharge
for cause, to discipline for cause, to reclassify, to transfer, to maintain
order and efficiency, and the right to relieve employees from duty because of
lack of work or for other legitimate reasons is vested exclusively in the
company.

        C.  It is further understood and recognized that all rights heretofore
exercised by or inherent in the management and not expressly contracted away by
the terms of this Agreement or waived herein are retained by management.  Among
the rights which are and continue to be vested in the Company but not intended
as a wholly inclusive list of them shall be; the Company shall be the judge of
all matters pertaining to the location of operations, production schedule, and
the methods, processes and means of manufacture or servicing and materials to
be used, including the right to introduce new and improved methods or
facilities and to change existing methods or facilities, to determine the
quantity and quality of production, TO SCHEDULE WORK BY SHIFT AS IS
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APPROPRIATE, and the right to sub-contract work customarily performed in the
Company plant.

        D.  The Company shall have the right to make and enforce reasonable
rules and regulations as it may deem necessary for the purpose of maintaining
order, safety and efficiency PROVIDED THE SAME ARE NOT IN CONFLICT WITH THE
PROVISIONS OF THIS AGREEMENT.  SUCH RULES SHALL BE ADMINISTERED FAIRLY AND
CONSISTENTLY.

        E.  THERE SHALL BE NO DISCRIMINATION IN REGARD TO CONDITIONS OF
EMPLOYMENT BECAUSE OF RACE, COLOR, RELIGION, SEX, MARITAL STATUS, AGE NATIONAL
ORIGIN OR PHYSICAL HANDICAP, PROVIDED THAT IT SHALL NOT BE CONSIDERED AS
DISCRIMINATION UNDER THIS ARTICLE UNLESS IT IS ALSO DISCRIMINATION UNDER
APPLICABLE FEDERAL OR STATE LAW.

                                  ARTICLE 3
                                  SENIORITY

        A.  Seniority shall be deemed to consist of length of continuos service
with the Company.  In the application of principles of seniority as provided in
the Agreement, the employee involved must have the ability, physical fitness,
dependability, AND AVAILABILITY, and be otherwise qualified to perform the
ESSENTIAL FUNCTIONS OF THE JOB WITH OR WITHOUT REASONABLE ACCOMMODATIONS.  The
Company will give preference to length of service if all other factors are
substantially equal.  Length of service in connection with an employees
seniority shall be computed from the first date of hire, except that if there
has been a break in his continuous service record as provided in this
Agreement, seniority will then be computed from the last date of rehire.

        B.  LOSS OF SENIORITY - An employees continuos service shall be
considered broken and the employee shall lose seniority and all rights under
this Agreement shall be forfeited except as otherwise specifically provided
herein when the employee:

                1.   Quits

                2.   Is discharged

                3.   Fails to report for work from layoff within six days when
called by the Company by certified mail or telegram directed to his last
address appearing on the Company's records, provided, however, that no employee
shall lose seniority if failure to report to work is caused by sickness or
accident and the Company is so notified within six working days.  For the
purpose of computing the six working days under this paragraph, the day the
notice is sent shall not be included.

                4.   Is absent for three (3) consecutive working days without
notice to the Company, unless notification is beyond employees control.  It is
the employees

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responsibility to report his absence, even if such is done by a third party who
must, like the absent employee, receive a CALL IN NUMBER from the main guard
house of Personnel Office.  Compliance with this paragraph is not to be
construed to mean that excessive absenteeism will be tolerated.

                5.   Is absent due to layoff, or disability, for a period in
excess of his continuous service with the Company at the time of such layoff or
disability, or in excess of ONE (1) year.

                6.   Receives permanent total disability benefits under WorkERs
Compensation or under a group insurance policy held by the Company.

                7.   Retires

                8.   Fails to return to work on the first day following the end
of an authorized leave of absence or fails to report prior to the expiration of
said leave of absence his inability to return to work.

        C.   CHANGE OF ADDRESS - Employees shall notify the Company in writing
of any change of address.  Employee will be given a copy of this change of
address as a receipt.  Should any question arise regarding an employees
address, the last address appearing on the Companys records shall be considered
true and correct.

        D.   If an employee is transferred from the bargaining unit to a
non-bargaining unit job, the Company may later transfer such employee back to
the bargaining unit.  In such case the employee shall maintain his previous
seniority in the bargaining unit, but shall not accumulate seniority for the
time he is outside the bargaining unit.

        E.   Seniority shall be plant wide by classification.

        F.   WORK ASSIGNMENT

                1.   The Company will make assignments without restriction
within a classification to qualified employees.

                2.   Temporary Work assignments from one classification to
another will be restricted to TWENTY (20) WORKING DAYS.  The employee being
transferred shall receive the higher rate of pay.

                3.   The Company may assign employees out of seniority between
shifts for a period of up to SIXTY (60) work days when needed for training,
temporary workload, leave of absence, vacation replacement, changes in
production line, LACK OF WORK, ABSENTEEISM, AND/or similar situations.



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                4.   Employees may make a written request in the Personnel
Office indicating a shift preference.  The employee shall receive a copy as
receipt.  When an opening occurs for which the employee is qualified, he will
be transferred in order of seniority.  THAT JOB WILL THEN BE BACKFILLED BY
SHIFT PREFERENCE AND SENIORITY BY THE QUALIFIED EMPLOYEE UNTIL NO SHIFT
PREFERENCE REMAINS.  ANY REMAINING OPENINGS WOULD THEN BE BID UPON BY
CLASSIFICATION REQUEST.  SHIFT PREFERENCE WILL TAKE PRECEDENCE OVER A
CLASSIFICATION REQUEST.  SHIFT REQUESTS WILL REMAIN ACTIVE FOR SIX (6) MONTHS
FROM THE DATE RECEIVED IN HUMAN RESOURCES.

        G.  CHANGES IN THE WORK FORCE

                1.   IN THE EVENT OF A LAYOFF, PROBATIONARY EMPLOYEES WILL BE
LAID OFF FIRST.  IF FURTHER LAYOFFS ARE NECESSARY, THE LAST PERSON HIRED WILL
BE THE FIRST LAID OFF, PROVIDING THAT THE REMAINING EMPLOYEES ARE QUALIFIED IN
THE JUDGEMENT OF THE COMPANY TO PERFORM THE WORK AVAILABLE.

                2.   When increasing a classification after a layoff, the most
senior qualified employee(s) on layoff FROM THAT CLASSIFICATION OR WITH A
CLASSIFICATION CHANGE REQUEST, IF LAID OFF FROM A DIFFERENT CLASSIFICATION,
will be recalled first.  SHOULD AN EMPLOYEE WISH TO BE RECALLED TO A DIFFERENT
CLASSIFICATION FROM WHICH HE WAS LAID OFF, HE MUST SUBMIT A REQUEST TO HUMAN
RESOURCES PRIOR TO THE LAYOFF.  THE MOST SENIOR QUALIFIED EMPLOYEE(S) ON LAYOFF
WILL BE RECALLED FIRST.

                3.   Employees facing a layoff from a classification may
displace in other classifications provided they HAVE WORKED IN THE AFFECTED
CLASSIFICATION PREVIOUSLY, HAVE PLANT SENIORITY, AND ARE OTHERWISE QUALIFIED AS
DETERMINED BY THE COMPANY TO PERFORM THE WORK AVAILABLE.

                4.   Employees being laid off will be given AT LEAST 16 working
hourS notice.

                5.   IN MAKING PROMOTIONS, DEMOTIONS, OR RECLASSIFICATION
EXCEPT TO LEADER, THE MOST SENIOR EMPLOYEE(S) WITH THE ABILITY TO PERFORM THE
WORK WILL BE PROMOTED, DEMOTED OR RECLASSIFIED PROVIDED THEY HAVE MADE A
WRITTEN REQUEST IN THE PERSONNEL OFFICE FOR THE JOB IN QUESTION.  THE EMPLOYEE
WILL BE PROVIDED A COPY OF THE WRITTEN REQUEST AS A RECEIPT.  NO MORE THAN 25%
OF A CLASSIFICATION WITHIN A DEPARTMENT WILL BE ALLOWED TO BE DEMOTED IN A 60
DAY PERIOD.  CLASSIFICATION CHANGE REQUESTS WILL REMAIN ACTIVE FOR SIX (6)
MONTHS FROM THE DATE RECEIVED IN HUMAN RESOURCES.


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                6.   The Company shall have the right to select from each
classification qualified employees to serve as Leaders.  Leaders shall be
selected on the following basis:  job skills; ability to lead, instruct, and
direct the work of others; judgment; knowledge of plant operations; maturity;
and seniority.

        H.   NOTIFICATION TO THE UNION

                1.   The Company shall submit PERIODICALLY to the Business
Representative and Chairman of Grievance Committee a list of all employees laid
off, promoted, or recalled.  The list will include the employees name,
classification, and last date of hire.


                2.   The Company shall furnish an updated seniority list each
90 days to the Business Representative, each Shop Steward and Chairman of
Grievance Committee.  The Company shall post the seniority list on bulletin
boards at appropriate locations for employee use.

                3.   Any error in seniority listings reported to the Company by
the Union, upon showing of proof, will be corrected; however the Company will
not be obligated for any application of retroactivity.

        I.   SPECIAL SHUTDOWNS SITUATIONS

                1.   WHEN THERE IS A NEED FOR EMPLOYEES TO WORK DURING A
PLANNED PLANT SHUTDOWN PERIOD, QUALIFIED EMPLOYEES IN THE NEEDED CLASSIFICATION
AND DEPARTMENT WILL BE ALLOWED TO WORK IN ORDER OF SENIORITY.  IF ADDITIONAL
EMPLOYEES ARE NEEDED, EMPLOYEES WITH THE ABILITY TO PERFORM THE WORK WILL BE
ALLOWED TO WORK IN ORDER OF SENIORITY.  MAINTENANCE mechanics, electricians,
and machinists may be required to work during vacation shutdowns, however, 10%
of the employees in each classification will be allowed to take vacation during
the shutdown period.

                2.   IT IS UNDERSTOOD AND AGREED THAT WHILE OTHER PARAGRAPHS IN
THIS AGREEMENT REFER TO PERMANENT OR INDEFINITE LAYOFFS, THIS SHALL NOT
RESTRICT THE COMPANY FROM LAYING OFF A PERSON, A COST CENTER, A DEPARTMENT, A
CLASSIFICATION, OR A SHIFT OF EMPLOYEES, ON A TEMPORARY BASIS, FOR A PERIOD NOT
TO EXCEED FIFTEEN (15) WORKING DAYS BECAUSE OF BREAKDOWNS, SHORTAGES IN
INVENTORIES,  SHORTAGES IN ORDERS OR BUSINESS, CIVIL DISORDER, ACTS OF GOD,
LABOR DISTURBANCES, LACK OF RAW MATERIALS, AND/OR OTHER NON-DELIBERATE ACTS
OVER WHICH THE COMPANY HAS LITTLE OR NO CONTROL.  HOWEVER, PRIOR TO ANY
TEMPORARY LAYOFF, THE COMPANY WILL DISCUSS THE MATTER WITH THE UNION.  THE
COMPANY WILL NOT ABUSE ITS RIGHTS UNDER THIS SECTION.


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DURING THIS PERIOD, THE EMPLOYEES INVOLVED WILL HAVE NO RIGHT TO EXERCISE THEIR
SENIORITY.

                3.  IN THE EVENT OF AN UNPLANNED SHUTDOWN, EMPLOYEES WILL BE
SENT HOME BY SENIORITY, BY SHIFT,  AND COST CENTER IN THE AFFECTED
CLASSIFICATION(S).

                                  ARTICLE 4
                               PROBATION PERIOD

        A.   Employees who are newly hired will be probationary for their first
ninety (90) working days.  A DAY WILL BE COUNTED AS A WORKING DAY ONLY WHEN THE
EMPLOYEE WORKS EIGHT (8) OR MORE HOURS IN THAT DAY.

        B.   After successfully completing the probationary period, and
employees seniority shall be computed as of the date of initial hire in the
current period of employment.  The probationary period  will be extended by the
number of days a probationary employee is absent for any reason.

        C.   Termination of employment during the probationary period shall not
be made on the basis of a claim or grievance against the Company and there
shall be no obligation to reemploy such person.


                                  ARTICLE 5
                               LEAVE OF ABSENCE

        A.  THE COMPANY, AT ITS SOLE DISCRETION, MAY GRANT A LEAVE OF ABSENCE
WITHOUT PAY FOR ANY REASON DEEMED ACCEPTABLE TO THE COMPANY FOR A PERIOD NOT TO
EXCEED THIRTY (30) CALENDAR DAYS.  AN EMPLOYEE MAY REQUEST, AND THE COMPANY MAY
GRANT IN ITS SOLE DISCRETION, AN EXTENSION OF SAID LEAVE BY MAKING A WRITTEN
APPLICATION FIVE (5) DAYS PRIOR TO THE END OF THE ORIGINAL LEAVE, SUPPORTED BY
APPROPRIATE REASONS.  THE MAXIMUM CUMULATIVE LEAVE UNDER THIS PARAGRAPH WILL BE
THREE (3) MONTHS.

        B.   EMPLOYEES MAY REQUEST A FAMILY MEDICAL LEAVE OF ABSENCE (FMLA) FOR
THE PURPOSE OF REARING A NEWBORN, NEWLY ADOPTED OR FOSTER CHILD, TO CARE FOR A
PARENT, PARENT-IN-LAW, OR CHILD WHO SUFFERS FROM A SERIOUS HEALTH CONDITION, OR
DUE TO A SERIOUS HEALTH CONDITION THAT MAKES THE EMPLOYEE UNABLE TO PERFORM THE
ESSENTIAL FUNCTIONS OF HIS JOB.  EMPLOYEES REQUESTING A FAMILY MEDICAL LEAVE
MUST COMPLETE A FAMILY MEDICAL LEAVE FORM WHICH IS AVAILABLE THROUGH THE HUMAN
RESOURCES DEPARTMENT.


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        1.   ALL LEAVES OF ABSENCE UNDER FMLA WILL BE UNPAID, WITH THE EXCEPTION
        OF THOSE COVERED UNDER ACCIDENT AND SICKNESS, AND MUST BE TAKEN AFTER
        ALL UNUSED VACATION AND PERSONAL HOLIDAYS ARE EXHAUSTED.  FMLA LEAVES
        CAN BE TAKEN FOR UP TO TWELVE WEEKS, AND REQUIRE AN EMPLOYEE TO HAVE
        WORKED FOR AT LEAST 1,250 HOURS DURING THE PRECEDING TWELVE MONTHS IN
        ORDER TO QUALIFY.  CERTIFICATION BY A PHYSICIAN OR MEDICAL PRACTITIONER
        MAY BE REQUIRED BEFORE THE APPROVAL OF LEAVE UNDER FMLA.  WHERE
        FORESEEABLE, AN EMPLOYEE MAY BE REQUIRED TO GIVE THE COMPANY THIRTY (30)
        DAYS NOTICE PRIOR TO THE BEGINNING OF THE LEAVE.

        C.   Employees away from their jobs because of a compensable disease or
injury as defined by the Workers Compensation Act of Alabama will be given
leave of absence and shall accrue seniority while on such leave.

        D.  Any leave of absence obtained through false pretense shall be
invalid and the employees absence shall be recorded as unauthorized and such
disciplinary action shall be taken as the Company believes warranted.

        E.   All applications for leaves of absence WILL BE SUBMITTED in
writing by the employee and if approved or disapproved, the employee will be so
notified in writing THROUGH THE UNIT MANAGER, SECTION MANAGER, MANUFACTURING
MANAGER, AND/OR HUMAN RESOURCES MANAGER.

        F.   Military Leave - MILITARY LEAVE WILL BE GRANTED TO EMPLOYEE(S) IN
ACCORDANCE WITH APPLICABLE FEDERAL AND STATE LAW.

        G.   BEREAVEMENT Leave - BEREAVEMENT leave will be granted to eligible
full time Company employees  in accordance with the following guidelines:

           Up to three days for the DEATH of the employees spouse, parents,
           son, daughter, or legal stepchildren.

           Up to two days for the DEATH of the employees sister, brother,
           grandparent, grandchildren, legal stepmother, legal stepfather,
           father-in-law, mother-in-law, son-in-law, or daughter-in-law.

           UP TO ONE DAY FOR the DEATH of the employees SPOUSES:  GRANDPARENTS,
           BROTHERS, SISTERS, BROTHERS WIFE, OR SISTERS HUSBAND.


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           BEREAVEMENT LEAVE applies to days lost during the regularly scheduled
WORK WEEK, EXCLUDING WEEKENDS.

        H.   JURY DUTY -  AN EMPLOYEE REQUIRED TO SERVE ON ANY MUNICIPAL,
COUNTY, OR FEDERAL JURY, (NOT GRAND JURY), WILL BE GIVEN A LEAVE OF ABSENCE FOR
THE PERIOD THE EMPLOYEE IS REQUIRED TO SERVE ON THE JURY.  DURING THE PERIOD OF
JURY DUTY, THE EMPLOYEE WILL BE PAID THE DIFFERENCE BETWEEN JURY DUTY PAY AND A
MAXIMUM OF EIGHT (8) HOURS OF STRAIGHT-TIME PAY PER SCHEDULED WORK DAY.  SUCH
DUTY TIME WILL NOT BE CONSIDERED AS TIME WORKED.

        1.  THE EMPLOYEE MUST REPORT TO THE HUMAN RESOURCES DEPARTMENT PRIOR TO
        BEGINNING JURY SERVICE WITH A COPY OF THE JURY SUMMONS.  IF JURY DUTY IS
        LONGER THAN ONE (1) WEEK, THE EMPLOYEE MUST REPORT TO THE HUMAN
        RESOURCES DEPARTMENT AT THE END OF EACH WEEK OF JURY DUTY.

        2.  IF JURY DUTY IS A HALF DAY OR LESS ON A REGULARLY SCHEDULED WORKDAY,
        THE EMPLOYEE MUST BE AVAILABLE FOR WORK FOR THE BALANCE OF THAT DAY
        UNLESS EXCUSED BY THE HUMAN RESOURCES DEPARTMENT.

        3.  WHEN AN EMPLOYEE PERFORMS JURY DUTY ON A RECOGNIZED HOLIDAY FOR
        WHICH HE WAS SCHEDULED TO WORK, THE EMPLOYEE WILL RECEIVE HOLIDAY PAY
        WITH NO DEDUCTION FOR JURY DUTY PAY FOR THAT DAY.

        4.  ALLOWANCE FOR TRAVELING TIME OR OTHER EXPENSE ALLOWANCE GIVEN AN
        EMPLOYEE IN CONNECTION WITH JURY DUTY WILL NOT BE CONSIDERED JURY DUTY
        PAY.

        5.  AT THE END OF JURY DUTY SERVICE, THE EMPLOYEE IS REQUIRED TO SUBMIT
        TO THE  HUMAN RESOURCES DEPARTMENT EVIDENCE OF THE AMOUNT OF JURY DUTY
        PAY RECEIVED.

        I.   Employees elected or selected to full time jobs in the local
union, Federal IAM Credit Union or the International Union, which takes them
from their employment with the Company shall upon written request to the
Company receive a leave of absence, without pay, for a period equal to their
tenure of employment.  Upon completion of their leaves of absence during the
existence of this Agreement, they shall be reemployed according to the length
of continuous service, in work generally similar to that which they did last
prior to leaving, at the wage rates existing in the plant at the time of their
return provided such work is available for them according to their length of
continuous

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service, and they are qualified to perform such work.  Length of continuous
service shall accumulate during such leaves of absence.

        J.   Leaves of absence without pay will be granted by the Company on
three days written request of the Union, to Union representatives in a number
not to exceed that allotted by the International Union in accordance with its
constitution for the purpose of attending National Conventions, Union Schools,
State Conventions, and other Union business, but in no event is the number to
exceed eight (8) employees.  The Union agrees to honor and respect the
requirements of production in requests for leaves of absence for such
delegates.

                                  ARTICLE 6
                             GRIEVANCE PROCEDURE

        A.   Grievances are defined as any alleged violation of a specific AND
EXPRESSED term of this agreement or dispute as to its interpretation or
application when filed in accordance with the provisions of this article.

        B.   Grievances as defined herein shall be settled promptly in the
following manner:

        Step 1 - A grievance shall first be taken up verbally with the UNIT
MANAGER.  The grieving employee may request that a Shop Steward be present, and
when requested, will be made available as soon as possible, but in no case
LATER THAN THE END OF THE SHIFT.  Grievances must be submitted within five (5)
working days of the occurrence AND MUST BE  A VIOLATION OF A SPECIFIC ARTICLE
AND PARAGRAPH OF THE CURRENT LABOR AGREEMENT.  An answer will be given within
one working day of presentation of the grievance, otherwise it will be
considered denied.

        Step 2 - If the grievance is not satisfactorily resolved in Step I, the
Shop Steward shall reduce it to writing and present it to the HUMAN RESOURCES
MANAGER for his written answer, but a grievance may not be presented in Step 2
beyond five (5) working days of the Step One (1) grievance answer.  THE HUMAN
RESOURCES MANAGER shall have five (5) working days to answer the grievance.
Failure to do so will serve as denial and automatically move the grievance to
the next step.  Grievances shall be filed on a form provided by the Company.

        Step 3 - If no satisfactory settlement is reached in Step 2, a meeting
will be held at a mutually established time between the VICE PRESIDENT - HUMAN
RESOURCES, the Director of Manufacturing, or their representatives, the Union
Grievance Committee, and a representative of the International Union.  The
Union must request such a meeting within ten (10) working days of the answer in
Step 2, or the grievance will be considered abandoned.  Both committees must
have the authority to settle the grievance.  THE VICE PRESIDENT OF HUMAN
RESOURCES OR HIS REPRESENTATIVE will submit a written


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answer within five working days of the meeting.  Failure to do so will serve as
denial and will automatically move the grievance to the next step.  The Union
grievance committee will be composed of three Shop Stewards and the Chairman of
the Grievance Committee.

        C.   In the event of multiple grievances involving substantially the
same issue, only one grievance may be filed.  Other employees may become
parties to the grievance by signing a sheet attached to the grievance form.

        D.   Grievances concerning discharge must be initially submitted at
Step 3 within ten (10) days of the discharge.

        E.   The Company will recognize up to one shop steward per one hundred
employees but in no case fewer than three (3) shop stewards on the day shift
and one on the OFF SHIFTS.  Shop stewards and the Chairman of the Grievance
Committee will be the last to be transferred or laid off from their
classification.

        F.   Grievances MAY BE WRITTEN AND FILED DURING THE LAST THIRTY (30)
MINUTES OF THE SHIFT IN NON-WORK AREAS.

                                  ARTICLE 7
                                 ARBITRATION

        A.   Should a grievance that involves the interpretation or application
of a provision of this Agreement  not be satisfactorily settled in accordance
with Step 3 of the grievance procedure, it may be submitted to the first name
of the following panel of arbitrators in sequence.

        1.   John Caraway
        2.   David W. Grissom
        3.   Dean L. Howell

        Should the panel be reduced by death, resignation or otherwise, the
arbitrator shall be replaced by another chosen by mutual agreement between the
Company and Union.
        The request for arbitration must be made AND SCHEDULED within TEN (10)
days of the answer in Step 3, otherwise the grievance shall be considered
settled on the basis of the last decision made by the Company and not be
subject to further appeal.  The fees and expenses of the arbitration shall be
borne by the losing party.

        B.   The decision of the Arbitrator shall be final and binding on the
Company, Union, and the employee(s) involved.  The arbitrator shall be limited
to rendering an award which is remedial, and under no circumstances shall an
employee be made more than whole.  Unemployment Compensation, Workers
Compensation, and any interim earnings, shall be deducted from any award for
back pay.  An employee shall not be eligible for back pay for more than twenty
days prior to the first filing of the grievance in


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writing, and furthermore, no award for back pay shall exceed the amount of wages
the employee would have earned at his regular straight time wage rate.

                                  ARTICLE 8
                    STRIKES, LOCKOUTS, AND WORK STOPPAGES

        A.   The Union, its officers and members agree that for the duration of
this Agreement there shall be no strike, sit downs, slow downs, stoppages of
work or any acts of any nature which would interfere with production and no
picketing of any kind, WHETHER PREDICATED UPON ECONOMIC ISSUES, ALLEGED
GRIEVANCES, ALLEGED CONTRACT VIOLATIONS, ALLEGED UNFAIR LABOR PRACTICES,
SYMPATHY FOR OTHER EMPLOYEES OF THE COMPANY OR OF ANY OTHER EMPLOYER, OR
OTHERWISE.  Failure or refusal on the part of any employee of the Company to
comply with any and all provisions of this section shall be sufficient grounds
for penalty or discharge.  The Company agrees that for the duration of the
Agreement there shall be no lockouts.  A lockout as mentioned herein shall not
be construed as the closing down of operation or any part thereof or curtailing
any operations for business reasons.

        B.   It is agreed that in the event of any such action as described
above, the Union and its officers shall require all members to return to work,
and immediately notify the employer that the action of the participants is
unauthorized.  The Union shall never countermand a Management order, the work
will proceed as ordered, and complaints shall be handled through the grievance
procedure.

                                  ARTICLE 9
                          HOURS OF WORK AND OVERTIME

        A.   Nothing in this article shall be construed as a guarantee of hours
of work for any period.  FOR THE PURPOSES OF CALCULATING OVERTIME, THE NORMAL
WORKWEEK FOR ALL EMPLOYEES SHALL CONSIST OF FORTY (40) HOURS SCHEDULED IN FIVE
(5) DAYS OF EIGHT (8) HOURS.  THE COMPANY RESERVES THE RIGHT TO OPERATE ON A
SIX (6) OR SEVEN (7) DAY BASIS.  THE NORMAL WORKDAY SHALL CONSIST OF EIGHT (8)
HOURS WITH A ONE-HALF (1/2) HOUR PAID MEAL BREAK.  THE START OF THE NORMAL
WORKWEEK WILL BEGIN AT 11:00 P.M. ON SUNDAY.

        B.   Any hours worked in excess of 40 in a week or 8 in a day shall be
paid at time and one-half (1 1/2).  Any hours worked on Saturday shall be paid
at time and one-half (1 1/2).  Any hours worked on Sunday, with the exception
of the hour between 11:00 P.M. and 12:00 Midnight, shall be paid at double time
(2x).  This last hour, 11:00-12:00 shall be considered the first hour of the
third shift, and shall be paid at the straight time rate.  For all work
performed on holidays according to Article 10, the employee shall receive
holiday pay plus time and one-half (1 1/2).  Employees called in


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for work when not regularly scheduled, will be paid a minimum of 4 hours at the
appropriate rate.

        C.   The Company will have the right to require overtime as needed, as
follows:

        1.   When overtime is needed, QUALIFIED employees within a
classification and a cost center will be required to work.  The Company agrees
to administer an overtime list that contains the name and classification of
each employee in his home cost center.  The Company will attempt to equalize
overtime by classification within a cost center and shift.  QUALIFIED Employees
with the least amount of overtime hours in a classification, cost center and
shift will be given the first opportunity to work.  Employees who are absent
for any reason will be charged overtime hours for any overtime he should have
otherwise worked.  Employees refusing overtime will be charged as though they
had worked.  If the Company needs additional employee(s) to work overtime due
to refusals, the employee(s) lowest on the overtime roster may be required to
work.  No employee will be required to work more than two (2) hours overtime in
a regular work day, Monday through Friday inclusive.

        2.   Newly hired employees shall be charged with the equivalent of the
overtime hours of the highest employee in his cost center and classification
plus two (2) hours.  Employees who transfer or are reclassified from one home
cost center to another will carry with them their charged overtime hours to the
new cost center.

        3.  ANY WORK ASSIGNED TO, PARTIALLY COMPLETED, BUT STILL IN PROGRESS BY
AN EMPLOYEE OR GROUP OF EMPLOYEES AT THE END OF A SHIFT, WHICH WOULD RESULT IN
AN EXCESSIVE LOSS OF PRODUCTION TIME TO TIE-IN OR INSTRUCT OTHER EMPLOYEES ON
THE STATUS OF THE WORK REMAINING TO BE DONE, MAY BE CONTINUED BY EMPLOYEE(S) WHO
HAVE BEEN PERFORMING THE WORK, IF THE WORK IS CONTINUED IN THE SAME DAY.

        D.   There shall be no pyramiding of premiums or overtime pay and
nothing in this Agreement shall be construed so as to require the payment of
premium or overtime pay more than once for the same hours worked.

                                  ARTICLE 10
                                   HOLIDAYS

        A.   The Company recognizes the following ten holidays in the calendar
year:  New Years Day, Good Friday, Independence Day, Labor Day, Thanksgiving
Day, Friday after Thanksgiving, Christmas Eve, Christmas Day, AND TWO PERSONAL
HOLIDAYS.  The personal holidays must be scheduled one week in advance, and
must not interfere with production.  THE COMPANY WILL NOT BE OBLIGATED TO
SCHEDULE MORE THAN 10% OF THE EMPLOYEES IN SAID CLASSIFICATION AND COST CENTER
FOR PERSONAL HOLIDAYS.  Conflicts about requests for personal holiday will be


                                       12
<PAGE>   13
settled by seniority.  With the exception of Christmas Eve and Christmas Day,
holidays which fall on a Saturday will be observed on Friday; holidays which
fall on Sunday will be observed on Monday.  IF A HOLIDAY FALLS WITHIN AN
EMPLOYEES VACATION PERIOD, SUCH HOLIDAY SHALL NOT BE CONSIDERED PART OF THE
VACATION PERIOD.  THE EMPLOYEE, SHALL, INSTEAD, RECEIVE AN ADDITIONAL DAY OFF
WITH PAY, IF REQUESTED ONE WEEK PRIOR TO THE START OF THE VACATION PERIOD.

        B.   All employees on the active payroll of the Company, except those
excluded herein, shall receive eight (8) hours pay at his regular rate for
holidays specified above.

        C.   An employee, in order to be eligible to receive holiday pay must
have worked his scheduled shift, unless excused by THE MANUFACTURING MANAGER,
on the last work day immediately preceding and the first day immediately
following such holiday.  TO BE CONSIDERED EXCUSED FOR THE PURPOSE OF THIS
ARTICLE, THE ABSENCE MUST BE ACCOMPANIED BY A WRITTEN PHYSICIANS EXCUSE.

        D.   An employee shall not receive holiday pay if: such holiday occurs
during an employees personal leave of absence; such holiday occurs during an
indefinite layoff; such holiday occurs during a sickness or accident leave in
excess of 30 calendar days; such holiday occur during a military leave in
excess of 30 calendar days; such employee has not completed the probationary
period.

        E.   An employee who is scheduled to work on a holiday and fails to
work, unless excused, shall not receive holiday pay for such holiday.

        F.   The Company may, at its option, observe the above recognized
holidays by closing the plant or scheduling work on them.

                                  ARTICLE 11
                               GROUP INSURANCE

        A.   The following insurance plan will be in effect for the life of
this agreement.  The Company will secure insurance for employees and their
dependents, and will pay for a portion of the costs.  The employee shall pay
$51.85 per month for employee only HEALTH coverage.  Family HEALTH coverage
will be $149.19 per month.  Future premium increases will be shared by the
Company and the employee ON A 50% COMPANY, 50% EMPLOYEE BASIS.  SHOULD THE
EMPLOYEE CONTRIBUTION REACH $60.00 PER MONTH FOR EMPLOYEE ONLY COVERAGE, THE
COMPANY WILL PAY PREMIUM INCREASES ABOVE THAT AMOUNT.  SHOULD THE EMPLOYEE
FAMILY CONTRIBUTION REACH $175.00 PER MONTH FOR FAMILY COVERAGE, THE COMPANY
WILL PAY PREMIUM INCREASES ABOVE THAT AMOUNT.  NEW EMPLOYEES WILL BE ELIGIBLE
FOR COVERAGE ON THE FIRST DAY FOLLOWING THE SUCCESSFUL COMPLETION OF THEIR
PROBATIONARY PERIOD.


                                       13
<PAGE>   14
        The schedule on this page is intended to provide employees with an
available reference and general outline of the benefits provided in the group
insurance plan.  For detailed information, refer to your group insurance plan
booklet.

        1.   Life insurance - employee . . . . . . . . . . . . .$15,000

        2.   Accidental Death and Dismemberment
               employee  . . . . . . . . . . . . . . . . . . . .$15,000

        3.   Weekly sickness and accident benefits - $125 beginning first day
in case of accident, eighth day for sickness, except first day for sickness if
hospitalized - employee only (reduced by amount received from Workmens
Compensation).  MAXIMUM OF TWENTY-SIX (26) WEEKS BENEFIT.

        4.   Health Plan

                1.   Lifetime Maximum - ONE MILLION DOLLARS

                2.   Plan pays 100% after annual out-of-pocket covered expenses
                     reach set limit of $2,000 per individual or $4,000 per
                     family.

                3.   Plan pays 80%.  Insured pays 20% until reach limit of
                     annual out-of-pocket covered expenses.

                4.   Hospital confinement subject to annual deductible. If a
                     private room is required by the attending physician, the
                     plan will pay the most common daily rate for a semi-private
                     room at 80%.

                5.   Deductible of $300 per calendar year per individual, or
                     $600 per family applicable to all other medical
                     expenses, except those incurred due to treatment of an
                     injury.

                6.   Other Features:

                     a.   Psychiatric care for mental and nervous disorders
                          reimbursed at 80% for in-patient care.  Out-patient
                          treatment covered at 50%.  Lifetime maximum of
                          $25,000.  Maximum of one, thirty day calendar
                          confinement per year.

                     b.   In and out-patient surgery payable at 80% subject
                          to deductible.

                     c.   Second and third opinions for elective surgery
                          covered at 100% of covered expenses incurred for
                          the fee charged.  Diagnostic laboratory or X-ray
                          examinations also covered at 100% of expenses
                          incurred.


                                       14
<PAGE>   15

                     d.   Skeletal adjustments reimbursed at 80% following
                          deductible.  No maximums.

                     e.   Alcohol and Drug Abuse treatment covered at 80%
                          following deductible.  Lifetime maximum of $25,000.
                          Thirty day maximum per year for inpatient alcohol and
                          drug abuse treatment.

                7.   Policy will include coordination of benefit clause.

                8.   The plan includes a hospital pre-admission review program.
                     Participants must comply with the pre-admission review
                     procedure in order to receive the maximum level of eligible
                     benefits under this group health plan.  Failure to comply
                     with applicable procedure will result in 50% reimbursement
                     of covered expense associated with a non-certified hospital
                     stay.

                9.   Expense for generic prescription drugs will be reimbursed
                     at 100% after the satisfaction of the calendar year
                     deductible.  IF A GENERIC IS AVAILABLE, AND THE EMPLOYEE
                     REQUESTS A NAME BRAND DRUG IT IS REIMBURSABLE AT 50% AFTER
                     SATISFACTION OF THE CALENDAR YEAR  DEDUCTIBLE.  IF THE
                     PHYSICIAN REQUIRES A NAME BRAND DRUG IT WILL BE REIMBURSED
                     AT 100% AFTER SATISFACTION OF THE CALENDAR YEAR
                     DEDUCTIBLE.

                10.  Use of emergency room facilities covered at 80%.

                11.  The following comprehensive medical benefits  are payable
                     at 100%.

                     a.   Diagnostic X-rays and Laboratory

                     b.   Pre-admission Testing Benefit

                     c.   Home Health Care Benefit, up to 40 visits per
                          calendar year.

                     d.   Hospice Care, up to $10,000 maximum

                12.  THE BLUE CROSS/BLUE SHIELD OF ALABAMA PREFERRED MEDICAL
                     DOCTOR PROGRAM (PMD) PROVIDES BENEFITS FOR PHYSICIAN
                     SERVICES AND OUTPATIENT FACILITIES.  THIS BENEFIT ONLY
                     APPLIES IF THE EMPLOYEE SELECTS A PARTICIPATING DOCTOR OR
                     OUTPATIENT FACILITY.  THE EMPLOYEE PAYS $15 PER DOCTOR
                     OFFICE VISIT OR SERVICE.  THE DOCTOR CO-PAY FEE IS WAIVED
                     FOR CERTAIN SERVICES AS OUTLINED IN THE PMD PLAN. THE
                     EMPLOYEE PAYS A $25 FACILITY FEE FOR EACH OUTPATIENT
                     SURGERY OR MEDICAL EMERGENCY UTILIZATION.  THE FACILITY
                     CO-PAY IS WAIVED FOR


                                       15
<PAGE>   16

                     ACCIDENT-RELATED SERVICE, DIAGNOSTIC X-RAY, LABORATORY AND
                     PATHOLOGY SERVICES.

                13.  FOR CONFINEMENTS IN A PARTICIPATING BLUE CROSS/BLUE SHIELD
                     OF ALABAMA HOSPITAL FACILITY, THE PLAN PAYS COVERED
                     EXPENSES AFTER THE INSURED PAYS A $250 DEDUCTIBLE PER
                     HOSPITAL ADMISSION AND A $50 PER DAY CO-PAY FOR EACH
                     REMAINING ELIGIBLE DAY.  THE CO-PAYMENT APPLIES TO THE
                     EMPLOYEES ANNUAL OUT-OF-POCKET LIMIT STATED ABOVE; THE
                     CO-PAYMENT DOES NOT APPLY TOWARD THE CALENDAR YEAR
                     DEDUCTIBLE(S).

        B.   In the event an employee who has qualified for coverage under this
section is on approved leave of absence or on a leave of absence due to
occupational injury or disease, the Company will continue to provide insurance
coverage for the employee and dependents, provided that the employee continues
to make his/her portion of premium costs during the leave.

        C.   Employees who are laid off will have such coverage maintained for
the month of layoff, PROVIDED THAT THE EMPLOYEE CONTINUES TO MAKE HIS/HER
PORTION OF PREMIUM COSTS FOR THAT MONTH.  In the event of a layoff extending
beyond the month of a layoff, the employee may make provisions with the Company
for a continuation of insurance coverage under the COBRA ACT (Comprehensive
Omnibus Budget Reconciliation Act), provided the employee shall assume the cost
of such coverage.

        D.   A joint management/labor committee will be established to study
insurance trends and methods to lower costs.  Should this committee identify
cost savings through changes in the plan or by additional cost-containment
measures, it will have the right to present recommendations to management and
the bargaining committee for possible changes.  All cost savings realized as a
result of these changes will be passed on to employees.

        E.   A hospital self audit plan whereby employee receives 50% of
savings from any error found, corrected and verified.  The maximum an employee
may receive is $500 per occurrence.

        F.   An employee who has completed five years of continuous employment,
and has reached the age of 62, and elects to retire, may continue to
participate in Dorseys Group Life and Medical Insurance program by paying the
established monthly premiums with the following stipulations:

                1.   Weekly disability benefits are excluded.

                2.   Life insurance coverage is optional, but may be retained
                     only if the retiree selects medical coverage.


                                       16
<PAGE>   17
                3.   Retiree will give immediate notice and withdraw from the
                     program should he become employed by another employer who
                     provides medical insurance on his behalf.

                4.   Retirees pay the same premiums for the specified coverage
                     as are paid for covered employees.  Premiums must be made
                     payable to Dorsey Trailers, Inc., Elba, Alabama.

                5.   Retirees must enroll in the plan at least 30 days before
                     their effective date of retirement.

                6.   Participation in the program will be discontinued on the
                     earlier date of: the last day of the month in which he
                     attains age 65 or the date he becomes eligible for
                     Medicare.

                                  ARTICLE 12
                                  VACATIONS

        A.   The vacation year for eligibility and service credit shall be from
hiring anniversary date to anniversary date.  Employees shall receive vacation
time off and vacation pay according to the amount of their seniority with the
Company, as stated below:

<TABLE>
<CAPTION>
                SENIORITY                               VACATION
        <S>                                             <C>
        After completing 1 year                         1 week

        After 2 years to 10 years                       2 weeks

        Over 10 years to 20 years                       3 weeks

        Over 20 years                                   4 weeks
</TABLE>

        B.   The Company will attempt to schedule shutdowns which will include
July 4, and Christmas.  Employees eligible for vacation must take their
vacation during these periods.  Any employee not permitted to take a vacation
in accordance with this section will be allowed to schedule such vacation at a
later date.

        C.  EMPLOYEES WITH vacation days in excess of 2 weeks may TAKE one day
at a time, provided the taking of vacation does not interfere with production
AND IS SCHEDULED AT LEAST FIVE WORKING DAYS IN ADVANCE OF SAID VACATION.


                                       17

<PAGE>   18
        D.   In the event the number of employees who schedule their vacation
in any classification in any work week would impair production,  the Company
will not be obligated to schedule more than 10% of the employees in said
classification and COST CENTER for vacation.  EMPLOYEES MUST SCHEDULE VACATION
AT LEAST FIVE WORKING DAYS  IN ADVANCE OF SAID VACATION. Vacations will be
scheduled by seniority.

        E.   Employees will accrue vacation credits as follows:

<TABLE>
<CAPTION>
        MONTHS OF                                       MONTHLY
        SERVICE                 VACATION                ACCRUAL
        <S>                     <C>                     <C>
        1-12 months             40 hrs. per yr.         3.333 hrs.

        13-108 months           80 hrs. per yr.         6.667 hrs.

        109-228 months          120 hrs. per yr.        10.000 hrs.

        229 and over            160 hrs. per yr.        13.333 hrs.
</TABLE>

        F.   Upon termination of employment, an employee shall be paid for any
unused vacation time in accordance with the Company accrual system as specified
above, except employees failing to complete 90 days service.  Such payment will
be made within 30 calendar days.

        G.   An employee shall receive vacation credits for those months during
which he worked at least eighty-nine (89) hours.  Vacation pay will be based on
the employees regular hourly rate in effect at the time his vacation commences.
There shall be no vacation carry over past the vacation anniversary date.  The
employee shall be paid for any vacation not taken.  If a holiday or holidays
fall during an employees vacation, such employee shall receive holiday pay in
addition to vacation pay.

                                  ARTICLE 13
                                   GENERAL

        A.   Supervisory personnel or other personnel not covered by this
Agreement shall not, at any time, perform work normally performed by employees
in the bargaining unit, unless by agreement with the Union, except that
supervisory  personnel may perform such work necessary in case of emergency,
research work, experimental work (pilot model), and for the purpose of
instructing employees properly.  IT IS FURTHER UNDERSTOOD THAT UNDER NO
CIRCUMSTANCES WILL THE PERFORMANCE OF BARGAINING UNIT WORK BY NON-BARGAINING
EMPLOYEES BE CONSIDERED AN ARGUABLE VIOLATION OF THIS AGREEMENT UNLESS THE
PERFORMANCE OF SUCH WORK INITIATED THE LAYOFF OF BARGAINING


                                       18

<PAGE>   19

UNIT EMPLOYEES ON THE ACTIVE PAYROLL.  The Company will use its best efforts to
insure that the terms of this provision are understood and applied throughout
the Company in keeping with the intent herein.

        B.   Those employees working on shifts with as paid lunch period shall
not receive any paid break period during said shift.

             1.   Employees who are scheduled to work two or more hours prior
                  to the start of their normal shift, will be granted a five
                  minute break immediately preceding the start of such shift.

             2.   Employees who are required to work overtime at the end of
                  their eight (8) hour shift, will be granted a five minute
                  break at the beginning of each two hours of overtime.

        C.   An employee shall be expected to be at his work station ready for
work at the beginning of his shift and shall be expected to continue working
until the end of the said shift, or to the end of the overtime required, with
the exception of break periods provided for in this Agreement.

        D.   If an employee is especially notified and scheduled to start work
four (4) hours or less before the starting time of his regular scheduled shift,
within his assigned work week, he shall be given the opportunity to remain at
work until the end of his regular shift.

        E.   The Company agrees to make available to new hires within the
bargaining unit a copy of the Labor Management Agreement.  The Company will
make a copy of the Labor Management Agreement, in effect, Available to all
employees within 60 days after the Agreement is signed.

        F.   Time spent by union negotiating committee on union business which
would otherwise be spent working will be counted as time worked in computing
vacation accruals

        G.   Employees will be given a copy of any written notice issued to
them.  Likewise, the chairman of the Grievance Committee or his designee shall
receive a copy of each written warning notice issued to bargaining unit
employees.  Warning notices shall be kept in an employees file permanently, but
shall be considered inactive and void after 12 months.  NO WRITTEN WARNING, 3
YEARS OR OLDER WILL BE USED AGAINST AN EMPLOYEE IN AN ARBITRATION CASE.

        H.   It is understood and agreed that the Company will make weekly
payroll deductions with weekly submission to the Credit Union of amounts
authorized by employees under a payroll deduction plan for the operation of a
IAM Federal Credit Union.  A list of deductions and a check covering the total
monies deducted will be


                                       19

<PAGE>   20
dispatched to the Credit Union no later than Wednesday of the week following pay
day on Friday.  This list will provide a total of all monies deducted weekly
from each employees wages.

        I.   The Company agrees to provide bulletin boards at appropriate
locations for the use of the Union and Credit Union for the purpose of
legitimate business of interest to the employees as follows:

             1.   Notices of Union recreational and social affairs.

             2.   Notices of Union election.

             3.   Notices of Union appointments and results of elections.

             4.   Notices of Union Meetings

             5.   Notices of Union business.

             6.   Any other notice which has been specifically approved in
                  writing by the PERSONNEL MANAGER or his designee.

        J.   During the existence of this Agreement, the Company, insofar as
permitted by State and Federal Laws, will deduct out of the current net
earnings payable to an employee, covered by this Agreement, union dues, an
initiation fee, and a reinstatement fee upon receipt of and in accordance with
a deduction authorization, duly executed by the employee, on a card as agreed
upon between the Company and the Union and shall continue deductions until such
authorization is duly revoked by the employee.  Authorizations must be on a
card before said authorizations will be accepted by the Company.

              1.  Deductions from money due to the employee pursuant to this
                  article will be made from the net earnings due the employee,
                  payable to him on the second regular pay day each month,
                  provided the Company has received such authorization and
                  notice from the Financial Secretary of Local Lodge 1769, by
                  the 25th day of the preceding month in which such deductions
                  are made.  There shall be only one remittance per month by the
                  Company.

              2.  In the event an employee does not have sufficient earnings
                  due him on the second regular pay day in the month to cover
                  the amount of said deductions for that month, the Company
                  agrees to make such deductions from the earnings due the
                  employee on the second regular pay day of the next succeeding
                  month.  Except as provided above, deductions for dues shall be
                  for the current month only.


                                       20
<PAGE>   21
              3.  Deductions shall be remitted to the Financial Secretary of
                  the local union not later than 10 days following the pay day
                  on which the deductions were made.  The Company shall furnish
                  to the Financial Secretary of the local Union at the same
                  time, a list showing those members for whom deductions have
                  been made and the amount thereof.

              4.  Should an employee be promoted or transferred to a job not
                  covered by this Agreement, the Company shall cease deducting
                  dues from such employees wages.  When ceasing to deduct dues
                  for reasons cited in this paragraph, the Company will submit
                  the names of such employees to the Financial Secretary of
                  the local Union.

              5.  In making deductions and remittance for initiation or
                  reinstatement fees and dues to the Union, the Company is
                  entitled to rely upon the notification of the Financial
                  Secretary of Local 1769, of the amount of money due the Union
                  by the employee.  The Union agrees to and does hereby hold and
                  save the Company harmless for any and all liability,
                  responsibility or damage for any deduction, payment,
                  authorization or notification as provided for in this
                  Article, and assumes full responsibility for the disposition
                  of the funds so deducted, when turned over to the  Financial
                  Secretary of the Union.

              6.  THE COMPANY OR ANY UNION MEMBER WILL NOT INTERFERE WITH,
                  RESTRAIN, INTIMIDATE, OR COERCE ANY EMPLOYEE BECAUSE OF
                  MEMBERSHIP OR NON-MEMBERSHIP IN THE UNION.  ALLEGED
                  DISCRIMINATORY ACTION REPORTED TO THE COMPANY OR UNION
                  OFFICIALS WILL BE INVESTIGATED AND IF CONFIRMED, CORRECTIVE
                  ACTION WILL BE TAKEN.

        K.   REPORTING PAY.  An employee who is scheduled and reports for work
at the scheduled time, without having been notified not to so report, shall be
given four (4) hours work or pay thereof, at the regular hourly rate, except in
case there is no work available, MATERIAL SHORTAGES, UNEXPECTED SITUATIONS
AND/OR because of a strike or an act of God.

        L.   CLEAN UP TIME.  Employees will be allowed to clean up their work
stations during a three (3) minute period immediately prior to the end of each
shift.  Once this is done the employees may use the remainder of the period to
wash their hands and to prepare to leave the plant.  Employees may not,
however, line up at the clock until the signal at the end of the shift.
Painters will be allowed an additional six (6) minute period (total of nine (9)
minutes) to remove paint and accomplish the above.

        M.   JOB DESCRIPTIONS FOR CLASSIFICATION TITLES COVERED BY THIS
AGREEMENT SHALL BE DEVELOPED BY THE COMPANY.  THEY SHALL BE MADE A PART OF THIS
AGREEMENT AND WILL REMAIN IN EFFECT FOR THE DURATION OF THIS AGREEMENT.



                                       21
<PAGE>   22
                                  ARTICLE 14
                                TRUCK DRIVERS

        A.   D.O.T REGULATIONS.   Drivers will not be asked to make runs which
will violate D.O.T. Regulations.  Drivers who falsify their logs and other
D.O.T. documents will be subject to disciplinary action and possible discharge
after verbal warning, written warning and one week suspension.

        B.   Drivers are subject to Federal Motor Carrier Safety Regulations.
Disqualifying offenses listed in U.S., D.O.T., title 49, paragraph 391.15 are
considered to be termination type offenses, and will subject drivers to
discharge.  This includes D.O.T. mandatory drug testing.

        C.   Failure to pass I.C.C. physical examination will render a driver
ineligible to drive.

        D.   OFFICIAL MILEAGE.   The Company agrees to use the latest official
published Rand-McNally Standard Highway Mileage Guide, as it may be revised
from time to time, over routes specified by the Company for the computation of
pay.  It is further agreed that the Company pay for all toll charges when
drivers are authorized to run toll roads.  The driver shall upon request, have
access to the records on which his mileage and stops are logged so as to
ascertain that proper payment has been made.

        E.   DISPATCH PROCEDURE.   Trips will be assigned on a First-in,
First-out basis, with trips of less than 250 miles (one way) to last-in-first.
No trips will be held over until the next day in order to give a privileged
driver a preference of more or better trips.  Trips shall be assigned in
accordance with the above procedure on the day the trips are available for
departure.  Atlanta, Georgia, will be considered a short trip.

             1.   Drivers out on short trips previously signed in will be
                  assigned long trips, if available for such trip.

             2.   No driver will be assigned more than one trip, except that
                  during peak periods, when there are enough long trips
                  available for all incoming drivers the Company may assign
                  drivers to both a long and a short trip.

             3.   After 5:00 P.M. Monday through Friday and on Saturday,
                  Sunday, and holidays, the unassigned trips will be posted in
                  the guard house at the Traffic Department.  Drivers will log
                  in at the guard house at the Traffic Department upon arrival
                  and will have their choice of available long trips in order of
                  arrival.  If only short trips are available, first-in drivers
                  will have their choice of short trips in order of arrival.

             4.   A long trip shall be considered to be anything over 500
                  miles round trip; however, trips which involve deliveries
                  to maintain specific commitment



                                       22
<PAGE>   23
                  delivery dates or pickups which originate in connection with
                  the return of material, supplies or other items necessary for
                  the profitable operation of the plant, may be assigned to any
                  available driver, if on sign in book and properly noted.

        F.   Drivers removed from the sign in book, for any excusable reason
(including out of hours), will be put back on the sign in book, upon
notification to the dispatcher that he is available for work.  He will,
however, have the least trip selection rights of available drivers at the next
dispatch meeting, i.e., he will follow available drivers for trip selection, to
include long and short trips.

        G.  The following payments will be made to truck drivers in addition to
the mileage rates.  The hourly rate in all cases will be $8.90 per hour.

            1.    On outbound and inbound trips requiring parts drops and/or
                  material or parts pickup, except for the original or final
                  destination, the Company will pay 3/4 hour pay for each such
                  drop or pickup.  On trips requiring two drivers (double), the
                  payment is to be split equally.

            2.    Drivers will be paid 3/4 hour pay for chaining down a
                  multi-unit load of trailer units.  On trips requiring two
                  drivers (double), the payment is to be split equally.

            3.    When a driver is unable to drive 10 hours in a 24 hour period
                  due to a bonafide layover that is not the fault of the driver,
                  he will be paid the hourly rate to make up the 10 hours.
                  Drivers must obtain prior clearance from the Company in order
                  to be eligible for this pay.  Drivers will not be paid any
                  layover time while on mandatory layover pursuant to ICC
                  regulations.

            4.    Drivers will be paid for additional mileage necessary to
                  obtain fuel or repairs from leasing company facilities if
                  directed by the company.

            5.    On racking trips, each driver will be paid a racking fee of
                  1/2 hour pay, provided that the drivers rack the tractors at
                  the beginning of the racking trip, and unrack them at the
                  completion of the trip.

            6.    Drivers weekly pay will be itemized and given to the driver
                  with his pay check.

        H.  VACATIONS.   Vacations will be in accordance with Article 12, and
will be based on average weekly earnings during previous calendar year, less
overtime.

        I.  PHYSICAL EXAMINATIONS.  The Company will select the physical
examiner and will pay the cost of any examination required by the Company.



                                       23
<PAGE>   24
        J.  PAYMENT OF LABOR.   The Company agrees to reimburse the driver for
money spent in hiring, upon direction by the Company, the necessary help to
load or unload truck, exercised reasonably.

        K.  MAINTENANCE.   Drivers reporting for work who are required to wait
on a trip due to needed maintenance on his tractor or trailer will be paid
layover pay at the applicable rate, not to exceed four hours, in the event that
he is not assigned to another tractor or trip.

                                  ARTICLE 15
                               SAFETY & HEALTH

        A.   Before an employee returns to work after a serious injury or
illness, the employee must furnish the Personnel Office a certificate signed by
a physician showing that he is physically fit to return to work.  The Company
reserves the right to require a second opinion from the Company Doctor at
Company expense.  A Doctors certificate will not be required on daily absences
due to sickness or injury of less than three (3) consecutive days.

        B.   The Company shall provide appropriate annual medical examinations
by the Company physician and at Company expense for employees doing
sandblasting, painters, foamers, and welders who are exposed to toxic
substances.  Such examination shall be given on Company time and at Company
expense.  Where necessary, transportation shall be furnished by the Company.

        C.   The Company agrees to allow a qualified Union representative to
tour the plant along with Company safety representatives on safety inspection
tours or any other safety inspection ON A MONTHLY BASIS.  If the Union
representative is an employee this shall be without loss of pay.

        D.   The Company agrees to provide at no cost, painters coveralls to
each employee classified as a painter.

        E.   The Company agrees to provide at no cost, one (1) pair of welding
gloves on November 1 and May 1 of each year to each employee in the
classifications of Welder and Maintenance Mechanic.

        F.   The Company shall give all employees a list of tools of the trade
appropriate to the employees job classification, which the employee will be
required to furnish and maintain.

        G.   THE COMPANY WILL PROVIDE FOR AN EYE EXAMINATION AND ONE PAIR OF
PRESCRIPTION SAFETY GLASSES ONCE EVERY 24 MONTHS.



                                       24
<PAGE>   25
                                  ARTICLE 16
                                   PENSIONS

        A.   During the term of this Agreement, the Company shall contribute
twenty (20) cents per hour for reach hour worked for each employee in the
bargaining unit to the I.A.M. National Pension Fund, Benefit Plan B.

        B.   The Company shall continue contributions based on a forty (40)
hour work week while an employee is off work due to paid vacations and paid
holidays.

        C.   The Company shall commence contributions at the completion of the
employees probationary period, but no later than sixty (60) days after the date
of hire.

        D.   The I.A.M. Lodge and the Employer adopt and agree to be bound and
hereby assent to, the Trust Agreement dated May 1, 1960, as amended, creating
the I.A.M. National Pension Fund and the Plan rules adopted by the Trustees of
the I.A.M. National Pension Fund in establishing and administering the
foregoing Benefit Plan pursuant to the said Trust Agreement, as currently in
effect and as the Trust and Plan may be amended from time to time.

        E.   The parties acknowledge that the Trustees of the I.A.M. National
Pension Fund may terminate the participation of the employees and the employer
in the Plan if the successor collective bargaining agreement fails to renew the
provisions of this Pension Article, other than to increase the Contribution
Rate or to add job classifications or categories of hours for which
contributions are payable.

        F.   This Article contains the entire agreement between the parties
regarding pensions and retirement under this Benefit Plan and any contrary
provisions in this Agreement shall be void.  No oral or written modification of
this Agreement shall be binding upon the Trustees of the I.A.M. National
Pension Fund.  No grievance procedure, settlement or arbitration decision with
respect to the obligation to contribute shall be binding upon the Trustees of
the said Pension Fund.

        G.   Contributions shall be made no later than the twentieth (20th) of
each month covering payroll period endings in the previous month.

                                  ARTICLE 17
                      JOB CLASSIFICATION AND WAGE RATES

<TABLE>
<CAPTION>
        A.      CLASSIFICATION                        WAGE RATES

                                        5/1/93          5/1/94          5/1/95
        <S>                             <C>             <C>             <C>
        Machinist . . . . . . . . . .   10.11           10.44           10.76
        Electrician . . . . . . . . .   10.00           10.33           10.65
</TABLE>


                                       25
<PAGE>   26
<TABLE>
        <S>                             <C>             <C>             <C>
        Foamer  . . . . . . . . . . .    9.73           10.06           10.38
        Refrigeration . . . . . . . .    9.73           10.06           10.38
        MAINTENANCE MECHANIC  . . . .    9.69           10.02           10.34
        Auto Mechanic . . . . . . . .    9.69           10.02           10.34
        ALUMINUM Welder . . . . . . .    9.69           10.02           10.34
        STEEL Welder. . . . . . . . .    9.69           10.02           10.34
        SERVICEMAN. . . . . . . . . .    9.69           10.02           10.34
        MATERIAL EXPEDITOR  . . . . .    9.60            9.93           10.25
        QUALITY SPECIALIST  . . . . .    9.60            9.93           10.25
        Painter   . . . . . . . . . .    9.52            9.85           10.17
        Fabricator  . . . . . . . . .    9.52            9.85           10.17
        Assembler . . . . . . . . . .    9.30            9.63            9.95
        UTILITY TRUCK DRIVER. . . . .    9.30            9.63            9.95
        Warehouseman. . . . . . . . .    9.30            9.63            9.95
        JANITOR . . . . . . . . . . .    9.30            9.63            9.95
        SURFACE PREPARER. . . . . . .    9.30            9.63            9.95
        Truck Driver  . . . . . . . .
                1.   Single             .2455           .2542           .2626
                2.   Double             .1964           .2033           .2100
                3.   Holiday             9.42            9.75           10.07
                4.   Non driving Pay     9.42            9.75           10.07
</TABLE>

        B.   Leader will be paid 50 cents per hour more than his classification
rate.

        C.   Newly hired employees will be paid according to the schedule as
outlined below:
                1.   Hiring rate - $1.50 less than the rate of classification

                2.   After 90 days - $1.00 lass than the rate of classification

                3.   After 1 year - $.75 less than the rate of classification

                4.   After 18 mo. - $.50 less than rate of classification

                5.   After 24 mo. - To rate of classification

        D.   A shift premium will be paid of 15 cents per hour for the second
shift and 19 cents per hour for the third shift.

        E.   Employees will be paid weekly on Company time.

        F.   The term regular rate means the employees straight time hourly
rate plus any shift premium pay or Leader pay.



                                       26
<PAGE>   27

        G.   THE COMPANY RESERVES THE RIGHT TO DEVELOP AND IMPLEMENT A
GAINSHARING PLAN.  UNDER NO CONDITION WOULD SUCH A PLAN REDUCE THE WAGE
SCHEDULE CONTAINED HEREIN.

                                  ARTICLE 18
                              COMPLETE AGREEMENT

        A.   The parties having fully discussed or having had an opportunity to
discuss and resolve between themselves all matters which might be made the
subject of collective bargaining agree that any such matters not expressly
covered by the language of the Agreement, are hereby waived by the parties for
the term of this Agreement.  The Union expressly waives all right to bargain
with the Company with respect to any economic or non-economic demand for the
term of this Agreement.  This writing constitutes the complete understanding
and there are no side agreements or understandings not herein included.

        B.   The waiver of any breach or condition of this agreement by either
party shall not constitute a precedent for any further waiver of such reach or
condition.

        C.   This contract is to be gender neutral.  That is, use of the word
he, him shall be construed as applying equally to women, and as including
female pronouns unless the context clearly indicated otherwise.

                                  ARTICLE 19
                            DURATION OF AGREEMENT

        This agreement shall be effective from May 1, 1996 to May 1, 1999 and
shall automatically renew from year to year thereafter unless written notice of
termination is given at least sixty (60) days prior to the expiration date by
either of the parties.

        The notification to be effective must be received by the other party at
its regular business address by MARCH 2, 1999.



FOR THE COMPANY                                 FOR THE UNION

/s/ DONALD E. SWANSON                           /s/ B.R. BRONNELL
----------------------                          -----------------------
/s/ WILLIAM HALL, JR.                           /s/ HAROLD BANNIN
----------------------                          -----------------------
/s/ KENNY D. SAWYER                             /s/ FLOYD WAMBLES
----------------------                          -----------------------
                                                /s/ ROBERT W. HOORISON
                                                -----------------------
                                                /s/ ROY T. BROOKS JR.
                                                -----------------------
                                                /s/ CHARLES E. FREE
                                                -----------------------


                                       27