AMENDMENT NO. 4 TO CREDIT AGREEMENT

         THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT (this  "Amendment  Agreement")
is made and entered into  effective as of the 13th day of August,  1999,  by and
among MILLER INDUSTRIES,  INC., a Tennessee corporation  ("Miller"),  and MILLER
INDUSTRIES  TOWING  EQUIPMENT  INC.,  a Delaware  corporation  and wholly  owned
subsidiary of Miller ("Miller Towing") (Miller and Miller Towing may be referred
to herein individually as a "Borrower" and together as the "Borrowers"), EACH OF
THE GUARANTORS SIGNATORY HERETO (the "Guarantors"),  BANK OF AMERICA, N.A. D/B/A
NATIONSBANK, N.A. SUCCESSOR TO NATIONSBANK, N.A., a national banking association
organized and existing under the laws of the United States,  as agent  ("Agent")
for the Lenders under the Credit  Agreement (as defined below),  and the Lenders
signatory hereto.  Unless the context otherwise requires,  all terms used herein
without  definition shall have the definitions  provided  therefor in the Credit
Agreement.

                              W I T N E S S E T H:

         WHEREAS,  the Agent,  the Lenders and the  Borrowers  have entered into
that  certain  Credit  Agreement  dated as of January  30,  1998,  as amended by
Amendment  No.  1 to  Credit  Agreement  dated  as of  January  31,  1998 and by
Amendment  No.  2 to  Credit  Agreement  dated  as of  October  30,  1998 and by
Amendment  No. 3 to Credit  Agreement  dated as of July 27,  1999 (as hereby and
from time to time amended,  supplemented or replaced,  the "Credit  Agreement"),
pursuant to which the Lenders have agreed to make and have made available to the
Borrowers a revolving  credit  facility  with a letter of credit  sublimit and a
swing line sublimit; and

         WHEREAS,  the Borrowers  have  requested that the Agent and the Lenders
make certain modifications to the Credit Agreement;

         WHEREAS,  the Agent and the Lenders  have agreed to such  modifications
pursuant to the terms and conditions set forth herein;

         WHEREAS, the parties hereto desire to amend the Credit Agreement in the
manner herein set forth effective as of the date hereof;

         NOW, THEREFORE, the parties hereby agree as follows:

         1. DEFINITIONS. The term "Credit Agreement" or "Agreement" (as the case
may be) as used herein and in the Loan Documents shall mean the Credit Agreement
as hereby amended and modified, and as further amended, modified or supplemented
from time to time as permitted thereby.  The term "Lender" as used herein and in
the Loan Documents  shall include each of the financial  institutions  signatory
hereto as a Lender.  The term  "BAS" as used  herein  shall mean Banc of America
Securities, LLC, successor to NationsBanc Montgomery Securities, LLC.
<PAGE>

         2. AMENDMENTS.  Subject to the conditions  hereof, the Credit Agreement
is hereby  amended,  effective as of  the date  hereof,  as follows:


                  (1) SECTION 9.1 of the Credit  Agreement is hereby  amended by
deleting  existing  clauses (b) and (d) appearing  therein and inserting in lieu
thereof the following  clauses (b) and (d) which shall read in their entirety as
follows:

                           "(b)  CONSOLIDATED   FUNDED  SENIOR  INDEBTEDNESS  TO
                  CONSOLIDATED EBITDA.  Permit at any time during the respective
                  periods  set  forth  below the  ratio of  Consolidated  Funded
                  Senior   Indebtedness   to   Consolidated   EBITDA   for   the
                  Four-Quarter  Period most  recently  ended to be greater  than
                  that set forth opposite each such period:
<TABLE>
<CAPTION>

                                                                     Consolidated Funded Senior
                                                                    Indebtedness To Consolidated
                            Four Quarter Periods Ending           EBITDA Must Not be Greater Than:
                            ----------------------------          --------------------------------
                            <S>                                           <C>
                              Prior to and including 1/30/2000            4.25 to 1.00

                              During Period                               4.00 to 1.00
                              1/31/2000 to 4/29/2000

                              During period                               3.00 to 1.00
                              4/30/2000 and thereafter
</TABLE>


                           (d)  CONSOLIDATED  FIXED CHARGE RATIO.  Permit at any
                  time  during  the  respective  periods  set  forth  below  the
                  Consolidated Fixed Charge Ratio to be less than that set forth
                  opposite each such period:

<TABLE>
<CAPTION>
                                                                  Consolidated Fixed Charge Ratio
                           Four Quarter Periods Ending                 MUST NOT BE LESS THAN:
                           ---------------------------         -----------------------------------
                           <S>                                            <C>
                                Prior to and including                    1.00 to 1.00
                                7/30/1999


                                During period                             1.10 to 1.00
                                7/31/1999 to 10/30/1999



                                       2

<PAGE>

                                During period                             1.15 to 1.00
                                10/31/1999 to 4/29/2000


                                During period                             1.25 to 1.00
                                4/30/2000 and thereafter
</TABLE>


                  (2) EXHIBIT M to the Credit  Agreement  is hereby  amended and
         restated in its  entirety  as set forth on Annex I attached  hereto and
         incorporated herein by reference.

         3.  GUARANTORS.  Each  Guarantor  hereby (i) consents and agrees to the
amendments to the Credit  Agreement set forth herein and (ii) confirms its joint
and several guarantee of payment of all the Guarantors'  Obligations pursuant to
the Guaranty.

         4.  REPRESENTATIONS  AND  WARRANTIES.  Each  of  the  Borrowers  hereby
certifies that:

                  (1) The  representations  and warranties made by the Borrowers
         in ARTICLE  VII of the  Credit  Agreement  are true and  correct in all
         material respects on and as of the date hereof, with the same effect as
         though  such  representations  and  warranties  were  made on the  date
         hereof,  except that the  financial  statements  referred to in SECTION
         7.6(A) shall be those most recently  furnished to each Lender  pursuant
         to SECTIONS 8.1(A) AND (B) of the Credit Agreement.

                  (2) The  Borrowers  and each  Subsidiary  have the  power  and
         authority  to execute and perform  this  Amendment  Agreement  and have
         taken all  action  required  for the  lawful  execution,  delivery  and
         performance thereof.

                  (3) There has been no material adverse change in the business,
         properties, prospects, operations or condition, financial or otherwise,
         of  Miller  and its  Subsidiaries  since  the date of the  most  recent
         financial  reports of Miller  received by each Lender under SECTION 8.1
         of the Agreement; and

                  (4) No event has occurred and no condition exists which,  upon
         the  consummation  of  the  transaction   contemplated   hereby,   will
         constitute  a  Default  or an  Event  of  Default  on the  part  of the
         Borrowers under the Credit  Agreement or any other Loan Document either
         immediately or with the lapse of time or the giving of notice, or both.

         5. CONDITIONS TO  EFFECTIVENESS.  This Amendment shall not be effective
until the Agent has received to its satisfaction each of the following:

                  (1)  three  (3)  counterparts  of  this  Amendment   Agreement
         executed by the Borrower, the Guarantors, the Agent and the Lenders;

                                       3
<PAGE>

                  (2) such other  documents,  instruments  and  certificates  as
         reasonably requested by the Agent.

         6. DEFAULT  WAIVER.  The Agent and the Lenders hereby waive any Default
or Event of Default  resulting  from any  violation by the Borrowers of Sections
9.1(b) of the Credit  Agreement for the reporting  period of the Borrowers ended
July 31, 1998.  This waiver shall be a one-time waiver covering the period ended
July  31,  1998 and  shall in no way  serve  to  waive  any  obligations  of the
Borrowers other than as expressly set forth above.

         7. ENTIRE  AGREEMENT.  This  Amendment  Agreement sets forth the entire
understanding  and  agreement  of the parties  hereto in relation to the subject
matter hereof and supersedes  any prior  negotiations  and agreements  among the
parties relative to such subject matter. No promise,  condition,  representation
or  warranty,  express or  implied,  not  herein set forth  shall bind any party
hereto,  and  not  one of  them  has  relied  on any  such  promise,  condition,
representation or warranty. Each of the parties hereto acknowledges that, except
as  otherwise  expressly  stated  herein,  no  representations,   warranties  or
commitments,  express or implied, have been made by any party to the other. None
of the terms or conditions of this Amendment Agreement may be changed, modified,
waived or canceled  orally or  otherwise,  except by writing,  signed by all the
parties hereto, specifying such change, modification,  waiver or cancellation of
such terms or conditions, or of any preceding or succeeding breach thereof.

         8. FULL FORCE AND EFFECT OF  AGREEMENT.  Except as hereby  specifically
amended,  modified or  supplemented,  the Credit  Agreement and all of the other
Loan  Documents  are hereby  confirmed  and  ratified in all  respects and shall
remain in full force and effect according to their respective terms.

         9.  COUNTERPARTS.  This  Amendment  Agreement may be executed in one or
more  counterparts,  each of which shall be deemed an original  but all of which
together shall constitute one and the same instrument.

         10. GOVERNING LAW. This Agreement shall in all respects be governed by,
and construed in accordance with, the laws of the State of Georgia.

         11.  ENFORCEABILITY.  Should any one or more of the  provisions of this
Amendment  Agreement be determined to be illegal or  unenforceable  as to one or
more of the parties  hereto,  all other  provisions  nevertheless  shall  remain
effective and binding on the parties hereto.

         12. CREDIT  AGREEMENT.  All  references in any of the Loan Documents to
the "Credit Agreement" shall mean the Credit Agreement as amended hereby.

         13. SUCCESSORS AND ASSIGNS.  This Amendment  Agreement shall be binding
upon and inure to the  benefit of each of the  Borrowers,  the  Lenders  and the
Agent and  their  respective  successors,  assigns  and  legal  representatives;
PROVIDED,  however, that the Borrowers,  without the prior consent of the Agent,
may not assign any rights, powers, duties or obligations hereunder.

                                       4
<PAGE>

         14.  EXPENSES.  The Borrowers  agree to pay to the Agent all reasonable
costs and  expenses  (including  without  limitation  legal  fees and  expenses)
incurred or arising in connection  with the  negotiation and preparation of this
Amendment Agreement.

         15. LENDERS. Each of the financial  institutions  signatory hereto as a
Lender (and each other  financial  institution  which may hereafter  execute and
deliver an  instrument  of  assignment  pursuant  to SECTION  12.1 of the Credit
Agreement)  shall be deemed a  "Lender"  and party to the Credit  Agreement  and
other Loan Documents and shall be entitled to all rights and benefits  described
therein,  be bound by the  provisions  thereof and perform all  obligations as a
Lender thereunder.

                            [SIGNATURE PAGES FOLLOW.]


<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3
to Credit Agreement to be duly executed by their duly authorized  officers,  all
as of the day and year first above written.

                                        BORROWERS:

                                        MILLER INDUSTRIES, INC.


                                        By:     /s/ Jeffrey Badgley
                                        Name:  Jeffrey Badgley
                                        Title: President

                                        MILLER INDUSTRIES TOWING EQUIPMENT INC.

                                        By:     /s/ Jeffrey Badgley
                                        Name:  Jeffrey Badgley
                                        Title: President


                      AMENDMENT NO. 4 TO CREDIT AGREEMENT
                             SIGNATURE PAGE 1 OF 6
<PAGE>


                                    GUARANTORS:

                                    ACKERMAN WRECKER SERVICE, INC.
                                    A-EXCELLENCE TOWING CO.
                                    ALL AMERICAN TOWING SERVICES, INC.
                                    ALLIED GARDENS TOWING, INC.
                                    ALLIED TOWING AND RECOVERY, INC.
                                    ALTAMONTE TOWING, INC.
                                    ANDERSON TOWING SERVICE, INC.
                                    APACO, INC.
                                    APPLE TOWING CO., INC.
                                    ARROW WRECKER SERVICE, INC.
                                    A TO Z ENTERPRISES, INC.
                                    B&B ASSOCIATED INDUSTRIES, INC.
                                    B-G TOWING, INC.
                                    BEAR TRANSPORTATION, INC.
                                    BEATY TOWING & RECOVERY, INC.
                                    BERT'S TOWING RECOVERY CORPORATION
                                    BILL GERLOCK TOWING CO.
                                    BOB BOLIN SERVICES, INC.
                                    BOB'S AUTO SERVICE, INC.
                                    BOB VINCENT AND SONS WRECKER SERVICE, INC.
                                    BOULEVARD & TRUMBULL TOWING, INC.
                                    BREWER'S, INC.
                                    BRYRICH CORPORATION
                                    C&L TOWING SERVICES, INC.
                                    CAL WEST TOWING, INC.
                                    CEDAR BLUFF 24 HOUR TOWING, INC.
                                    CENTURY HOLDINGS, INC.
                                    CHAD'S, INC.
                                    CHAMPION CARRIER CORPORATION
                                    CHEVRON, INC.
                                    CHICAGO METRO SERVICES, INC.
                                    CLARENCE CORNISH AUTOMOTIVE SERVICE, INC.
                                    CLEVELAND VEHICLE DETENTION CENTER, INC.
                                    COLEMAN'S TOWING & RECOVERY, INC.
                                    COMPETITION WHEELIFT, INC.
                                    D.A. HANELINE, INC.
                                    DALLAS VEHICLE RECOVERY, INC.
                                    DICK'S TOWING & ROAD SERVICE, INC.
                                    DOLLAR ENTERPRISES, INC.


                      AMENDMENT NO. 4 TO CREDIT AGREEMENT
                             SIGNATURE PAGE 2 OF 6


<PAGE>


                                    DON'S TOWING, INC.
                                    DUN-RITE TOWING, INC.
                                    DURU, INC.
                                    E.B.T., INC.
                                    EXPORT ENTERPRISES, INC.
                                    GARY'S TOWING & SALVAGE POOL, INC.
                                    GOLDEN WEST TOWING EQUIPMENT, INC.
                                    GOOD MECHANIC AUTO CO. OF
                                             RICHFIELD, INC.
                                    GREAT AMERICA TOWING, INC.
                                    GREG'S TOWING, INC.
                                    H&H TOWING ENTERPRISES, INC.
                                    HALL'S TOWING SERVICE, INC.
                                    HENDRICKSON TOWING, INC.
                                    H.M.R. ENTERPRISES, INC.
                                    INTERSTATE TOWING & RECOVERY, INC.
                                    JENKINS WRECKER SERVICE, INC.
                                    JENNINGS ENTERPRISES, INC.
                                    KAUFF'S, INC.
                                    KAUFF'S OF FT. PIERCE, INC.
                                    KAUFF'S OF MIAMI, INC.
                                    KAUFFS OF PALM BEACH, INC.
                                    KEN'S TOWING, INC.
                                    KING AUTOMOTIVE & INDUSTRIAL
                                             EQUIPMENT, INC.
                                    LANCE WRECKER SERVICE, INC.
                                    LAZER TOW SERVICES, INC.
                                    LEWIS WRECKER SERVICE, INC.
                                    LEVESQUE'S AUTO SERVICE, INC.
                                    LINCOLN TOWING ENTERPRISES, INC.
                                    M&M TOWING AND RECOVERY, INC.
                                    MAEJO, INC.
                                    MEL'S ACQUISITION CORP.
                                    MERL'S TOWING SERVICE, INC.
                                    MID AMERICA WRECKER & EQUIPMENT
                                             SALES, INC. OF COLORADO
                                    MIKE'S WRECKER SERVICE, INC.
                                    MILLER FINANCIAL SERVICES GROUP, INC.
                                    MILLER/GREENEVILLE, INC.
                                    MILLER INDUSTRIES DISTRIBUTING, INC.
                                    MILLER INDUSTRIES INTERNATIONAL, INC.
                                    MOORE'S SERVICE & TOWING, INC.
                                    MOORE'S TOWING SERVICE, INC.
                                    MOSTELLER'S GARAGE, INC.
                                    MURPHY'S TOWING, INC.

                      AMENDMENT NO. 4 TO CREDIT AGREEMENT
                             SIGNATURE PAGE 3 OF 6


<PAGE>

                                    OFFICIAL TOWING, INC.
                                    O'HARE TRUCK SERVICE, INC.
                                    PETE'S A TOWING, INC.
                                    PIPES ENTERPRISES, INC.
                                    PRO-TOW, INC.
                                    PULLEN'S TRUCK CENTER, INC.
                                    PURPOSE, INC.
                                    RAR ENTERPRISES, INC.
                                    RANDY'S HIGH COUNTRY TOWING, INC.
                                    RAY HARRIS, INC.
                                    RMA ACQUISITION CORP.
                                    RRIC ACQUISITION CORP.
                                    RAY'S TOWING, INC.
                                    RETRIEVER TOWING, INC.
                                    ROAD BUTLER, INC.
                                    ROAD ONE, INC.
                                    ROADONE EMPLOYEE SERVICES, INC.
                                    ROAD ONE INSURANCE SERVICES, INC.
                                    ROAD ONE SERVICE, INC.
                                    RONNY MILLER WRECKER SERVICE INC.
                                    SANDY'S AUTO & TRUCK SERVICE, INC.
                                    SAKSTRUP TOWING, INC.
                                    SONOMA CIRCUITS, INC.
                                    SOUTHERN WRECKER CENTER, INC.
                                    SOUTHERN WRECKER SALES, INC.
                                    SOUTHWEST TRANSPORT, INC.
                                    SPEED'S AUTOMOTIVE, INC.
                                    SPEED'S RENTALS, INC.
                                    SROGA'S AUTOMOTIVE SERVICES, INC.
                                    SUBURBAN WRECKER SERVICE, INC.
                                    TEAM TOWING AND RECOVERY, INC.
                                    TED'S OF FAYVILLE, INC.
                                    TEXAS TOWING CORPORATION
                                    THOMPSON'S WRECKER SERVICE, INC.
                                    TOW PRO CUSTOM TOWING & HAULING, INC.
                                    TREASURE COAST TOWING, INC.
                                    TRUCK SALES & SALVAGE CO., INC.
                                    VRCHOTA CORPORATION
                                    VULCAN EQUIPMENT COMPANY, INC.
                                    WALKER TOWING, INC.
                                    WES'S SERVICE INCORPORATED
                                    WESTERN TOWING; MCCLURE/EARLEY
                                       ENTERPRISES, INC.
                                    WHITEY'S TOWING, INC.

                      AMENDMENT NO. 4 TO CREDIT AGREEMENT
                             SIGNATURE PAGE 4 OF 6



<PAGE>

                                     WILTSE TOWING, INC.
                                     ZEBRA TOWING, INC.
                                     ZEHNER TOWING & RECOVERY, INC.



                                     By:   /s/ Frank Madonia
                                     Name:  Frank Madonia
                                     Title: Vice President


                      AMENDMENT NO. 4 TO CREDIT AGREEMENT
                             SIGNATURE PAGE 5 OF 6
<PAGE>


                                       AGENT AND LENDERS:

                                       BANK OF AMERICA, N.A.
                                       D/B/A NATIONSBANK, N.A.
                                       SUCCESSOR TO NATIONSBANK, N.A.,
                                       as Agent for the Lenders and as a Lender

                                       By:   /s/ Sybil H. Weldon
                                       Name:  Sybil H. Weldon
                                       Title: Senior Vice President



                                       WACHOVIA BANK, N.A.

                                       By:  /s/ John Tibe

                                       Name:  John Tibe
                                       Title: Vice President


                                       FIRST AMERICAN NATIONAL BANK

                                       By:   /s/ J. Harvey White
                                       Name: J. Harvey White
                                       Title: Executive Vice President

                                       SUNTRUST BANK, CHATTANOOGA, N.A.

                                       By:  /s/ Jon C. Long
                                       Name:  Jon C. Long
                                       Title:  Vice President



                      AMENDMENT NO. 4 TO CREDIT AGREEMENT
                             SIGNATURE PAGE 6 OF 6
<PAGE>




                                     ANNEX I

                                  NEW EXHIBIT M

                             Compliance Certificate

Bank of America, N.A., d/b/a
  NationsBank, N.A., successor
  to NationsBank, N.A.
Independence Center, 15th Floor
NC1-001-15-04
Charlotte, North Carolina  28255
Attention: Agency Services
Telefacsimile:  (704) 386-9436


         Reference  is hereby made to the Credit  Agreement  dated as of January
30, 1998, as amended pursuant to Amendment No. 1 to Credit Agreement dated as of
January 31, 1998 and Amendment No. 2 to Credit Agreement dated as of October 30,
1998 and Amendment No. 3 to Credit  Agreement  dated as of July 27, 1999 (as may
be further amended, modified or supplemented from time to time, the "Agreement")
among  MILLER  INDUSTRIES,  INC.,  a Tennessee  corporation  ("Miller"),  MILLER
INDUSTRIES TOWING EQUIPMENT INC., a Delaware  corporation  ("Miller Towing," and
together  with  Miller,  the  "Borrowers"),  the  Lenders  (as  defined  in  the
Agreement) and Bank of America,  N.A.,  d/b/a  NationsBank,  N.A.,  successor to
NationsBank,  N.A., as Agent for the Lenders  ("Agent").  Capitalized terms used
but not otherwise defined herein shall have the respective meanings therefor set
forth in the Agreement. The undersigned, a duly authorized and acting Authorized
Representative,  hereby  certifies  to  you  as  of  _____________,  19___  (the
"Determination Date") as follows:

1.       Calculations

         A.       Compliance with Section 9.1(a): Consolidated
                  Shareholders' Equity
<TABLE>
<CAPTION>
                  <S>                                                                   <C>
                  1.       Issued and outstanding share capital                         $__________

                  2.       Additional paid-in capital plus retained income
                           (retained deficit to be expressed as a negative)             $__________

                  3.       Foreign currency translation (to be expressed as
                           a negative, if applicable)                                   $__________

                  4.       Non-recurring noncash restructuring charges
                           [not to exceed $10,000,000] since October 31,
                           1997                                                         $__________
</TABLE>

                                   Annex I-1

<PAGE>
<TABLE>
<CAPTION>
                  <S>                                                  <C>              <C>
                  5.       Treasury stock                                               $__________

                  6.       Consolidated Shareholders' Equity
                           (A.1 + A.2 + A.3 + A.4 - A.5)                                $__________

                  REQUIRED:

                  (I)      REQUIREMENT FOR PRIOR FISCAL QUARTER; PLUS                   $___________
                                                                 ----
                  (II)     50% OF CONSOLIDATED NET INCOME SINCE FIRST
                           DAY OF CURRENT FISCAL QUARTER; PLUS                          $___________
                                                          ----
                  (III)    100% OF THE NET PROCEEDS OF ANY EQUITY
                           OFFERING; MINUS                                              $___________
                                     -----
                  (IV)     NET REPURCHASED SHARES (NOT TO EXCEED $10,000,000)           $___________

                  TOTAL:                                                                $___________

         B.       Compliance with Section 9.1(b): Consolidated Funded
                  Senior Indebtedness to Consolidated EBITDA

                  1.       Consolidated Funded Senior Indebtedness
                           a.       Consolidated Total Funded
                                       Indebtedness                    $__________
                           b.       Aggregate principal amount of all
                                       Subordinated Debt               $__________
                           TOTAL (a-b)                                                  $__________

                  2.       Consolidated EBITDA for such period
                           a.       Consolidated Net Income            $__________
                           b.       Consolidated Interest Expense      $__________
                           c.       Taxes on income                    $__________
                           d.       Amortization                       $__________
                           e.       Depreciation                       $__________
                           f.       Non-recurring noncash
                                    restructuring charges
                                    (not to exceed $10,000,000)        $__________
                           g.       Net gains on the sale, conversion
                                    or other disposition of capital
                                    assets                             $__________
                           h.       Net gains on the acquisition,
                                    retirement, sale or other
                                    disposition of capital stock and
                                    other securities                   $__________
                           i.       Net gains on the collection of
                                    proceeds of life insurance
                                    policies                           $__________
</TABLE>



                                   Annex I-2


<PAGE>
<TABLE>
<CAPTION>
                           <S>                                         <C>            <C>
                           j.       Write-ups of any assets other than
                                    permitted by FAS 16                $__________


<PAGE>


                           k.       Other extraordinary net gains
                                    or credits                         $__________

                           TOTAL ([a + b +c + d + e + f] -
                                        [g + h + i + j + k])                            $__________

                  3.       Ratio of B.2 to B.1                                          ____ to ____
</TABLE>


                  Required:         Line 3 Must Not be More Than the Following
                                    At the Following Times:

                                    Through 1/30/00           4.25 to 1.00
                                    1/31/00 to 4/29/00        4.00 to 1.00
                                    4/31/00 and Thereafter    3.00 to 1.00


         C.       Compliance with Section 9.1(c): Consolidated Funded
                  Total Indebtedness to Consolidated EBITDA
<TABLE>
<CAPTION>
                  <S>                                                                   <C>
                  1.       Consolidated Funded Total Indebtedness                       $__________
                  2.       Consolidated EBITDA for such period (see B.2)                $__________
                  3.       Ratio of C.2 to C.1                                          ____ to ____
</TABLE>

                  Required:         Line 3 Must Not be More Than the Following
                                    At the Following Times:

                                    Through 1/31/00           4.25 to 1.00*
                                     2/1/00 and Thereafter    3.50 to 1.00

                  *provided that, in the event the ratio of Consolidated  Funded
                  Total Indebtedness to Consolidated  EBITDA is less than 3.5 to
                  1.0 for two consecutive  fiscal quarters  following the fiscal
                  quarter ended April 30, 1999,  then required  ratio of 4.25 to
                  1.00 shall be automatically reduced to 3.5 to 1.0 if requested
                  by Borrower.

         D.       Compliance with Section 9.1(d): Consolidated Fixed Charge
                  Ratio
<TABLE>
<CAPTION>
                  <S>                                                           <C>     <C>
                  1.       Consolidated EBITDA for such period (see B.2)                $___________
                  2.       Lease, rental and other expenses in connection
                           with operating leases for such period (to the extent
                           deducted in arriving at Consolidated EBITDA)                 $___________
                  2a.      For the fiscal quarter ending July 31, 1999
                           the amount representing income tax refund
                           but not to exceed $7,000,000                                 $___________


                                   Annex I-3
<PAGE>

                  3.       Capital Expenditures for such period                         $___________
                  4.       Taxes paid or accrued on income for such period              $___________


                                   Annex I-4
<PAGE>


                  5.       Consolidated Fixed Charges for such period:
                           (i)      Consolidated Interest
                                    Expense, PLUS                               $___________
                           (ii)     Lease, rental and other expenses
                                    in connection with operating
                                    leases (to the extent deducted in
                                    arriving at Consolidated EBITDA),
                                    PLUS                                        $___________
                           (iii)    Current maturities of Consolidated
                                    Funded Total Indebtedness, PLUS             $___________
                           (iv)     Current maturities of Capital
                                    Leases, PLUS                                $___________
                           (v)      Payments (contingent, deferred or
                                    otherwise) in respect of Acquisitions
                                    representing any deferred portion
                                    of consideration, PLUS                      $___________
                           (vi)     Payments in respect of Off Balance
                                    Sheet Liabilities                           $___________

                           TOTAL (i + ii + iii + iv + v + vi)                                 $___________

                  6.       D.1 + D.2 + D.2a                                                   $___________
                  7.       D.3 + D.4                                                          $___________
                  8.       D.6 - D.7                                                          $___________
                  9.       Ratio of D.8 to D.5                                                 ___ to ___
</TABLE>

                  Required: Line 9 Must Not be Less Than the Following At the
                            Following Times:

                  Through 7/30/99                                  1.00 to 1.00
                  7/31/99 to 10/30/99                              1.10 to 1.00
                  10/31/99 to 4/29/00                              1.15 to 1.00
                  4/30/00 and Thereafter                           1.25 to 1.00

         E.       Compliance with Section 9.2: Acquisitions

                  1.       Acquisitions during fiscal quarter, including Cost of
                           Acquisition

                           a.       Name of Subsidiary: _______      $__________
                           b.       Name of Subsidiary: _______      $__________
                           c.       Name of Subsidiary: _______      $__________
                           d.       Name of Subsidiary: _______      $__________
                           e.       Name of Subsidiary: _______      $__________
                           f.       Name of Subsidiary: _______      $__________
                           g.       Name of Subsidiary: _______      $__________

                                   Annex I-5

<PAGE>

                           h.       Name of Subsidiary: ________     $__________



<PAGE>
<TABLE>
<CAPTION>
                  <S>                                                           <C>
                  2.       Total Cost of Acquisition during fiscal quarter      $__________

                  3.       Total Cost of Acquisition during prior fiscal
                           quarters during such Fiscal year                     $__________

                  4.       Total Cost of Acquisition during Fiscal Year to date $__________

                  Required:         Cost of Acquisition Not Greater Than
                                    $10,000,000 Per Acquisition or
                                    $50,000,000 in Any Fiscal Year

         F.       Compliance with Section 9.4(d): Purchase Money Indebtedness
                  and Capital Lease Obligations

                  1.       Purchase money and Capital Lease obligations         $__________

                  Required:         Not More Than $5,000,000 Outstanding
                                    At Any Time

         G.       Compliance with Section 9.4(e): Guarantees of Trade
                  Account Indebtedness

                  1.       Guarantees of trade account indebtedness             $__________

                  Required:         Not More Than $2,000,000 Outstanding
                                    At Any Time

         H.       Compliance with Section 9.4(h): Additional Indebtedness

                  1.       Total additional Indebtedness                        $__________

                  Required:         Not More Than $5,000,000 Outstanding
                                    At Any Time

         I.       Compliance with Section 9.8: Restricted Payments

                  1.       Repurchases of Common Stock

                           a.       Aggregate cost of Net Repurchased
                                    Shares at end of prior quarter              $__________
                           b.       Aggregate cost of shares repurchased
                                    during quarter                              $__________
                           c.       Aggregate cost of shares reissued
                                    in connection with Permitted
                                    Acquisitions during quarter                 $__________


                                   Annex I-6
<PAGE>




                           d.       Aggregate cost of Net Repurchased
                                    Shares at end of current quarter
                                    (a + b - c)                                 $__________


                  Required:         Not More Than $10,000,000 in Aggregate
                                    Cost of Net Repurchased Shares At
                                    Any Time


                  2.       Additional Restricted Payments

                           a.       Restricted Payments during fiscal
                                    quarter                                     $__________
                           b.       Restricted Payments during prior
                                    fiscal quarters during such Fiscal
                                    Year                                        $__________
                           c.       Restricted Payments during
                                    Fiscal Year to date                         $__________
</TABLE>


                  Required:         Restricted Payments Not Greater Than
                                    $3,000,000 During Any Fiscal Year

2.       No Default

                  A.   Since   __________   (the   date  of  the  last   similar
         certification),  (a) the  Borrowers  have not defaulted in the keeping,
         observance,  performance or fulfillment of its obligations  pursuant to
         any of the Loan  Documents;  and (b) no  Default  or  Event of  Default
         specified in ARTICLE X of the Agreement has occurred and is continuing.

                  B.       If a Default or Event of Default has  occurred  since
         __________ (the date of the last similar certification),  the Borrowers
         propose to take the  following  action with  respect to such Default or
         Event of Default:
         ______________________________________________________________________.
         (NOTE,  if no Default or Event of Default  has  occurred,  insert  "Not
         Applicable").

         The  Determination  Date is the  date of the  last  required  financial
statements  submitted  to the  Lenders in  accordance  with  SECTION  8.1 of the
Agreement.

IN  WITNESS  WHEREOF,  I  have  executed  this  Certificate  this  _____  day of
__________, 19___.


                                   Annex I-7
<PAGE>

                                          By:___________________________
                                               Authorized Representative

                                          Name:_________________________
                                          Title:________________________