Exhibit 4(d)


                       THIRD AMENDMENT TO CREDIT AGREEMENT



     This Third Amendment to  Credit Agreement ("Third Amendment"), dated  as of
June  2,  1997,  by  and  between  PORTEC,  INC.,  a  Delaware corporation  (the
"Company"),  and American National Bank and Trust Company of Chicago, a national
banking  association, successor by assignment from NBD BANK, an Illinois banking
corporation (the "Bank").


                                   WITNESSETH:

     WHEREAS, the  Company and  the Bank  have executed  a Credit Agreement  (as
amended,  extended,  modified or  supplemented from  time  to time,  the "Credit
Agreement"), dated as of February 12, 1993.

     WHEREAS, the Company has  requested that the Bank amend  certain provisions
of the Credit  Agreement, and  the Bank has  agreed to  do so on  the terms  and
conditions set forth herein.

     NOW  THEREFORE,  for  good  and  valuable consideration,  the  receipt  and
sufficiency  of  which  is hereby  acknowledged,  the  parties  hereto agree  as
follows:

     1.   Upon  satisfaction by  the  Company of  the  conditions set  forth  in
paragraph 3  hereof, the Credit Agreement  shall be amended as  of the effective
date hereof as follows:

          (a)  The definition  of "Commitment" contained  in Section 1.1  of the
Credit  Agreement  is  hereby   amended  to  delete  reference  to   the  number
"$15,300,000" and to insert the number "$17,000,000" in place thereof.

          (b)  The  definition of  "Indebtedness"  contained in  Section 1.1  is
amended  to insert  the phrase  "and Rate  Hedging  Obligations" after  the word
"money" on the second line thereof.

          (c)  The definition  of "Termination Date" contained in Section 1.1 is
amended by  deleting reference to the  date "April 30, 1998"  and replacing said
reference with the date "April 30, 2000".

          (d)  The   following  new  definitions   of  "Lease   Line  Facility",
"Negotiated Rate",  "Negotiated Rate  Interest Period", "Negotiated  Rate Loan",
and  "Rate Hedging  Obligations" are  inserted in  the appropriate  alphabetical
locations in Section 1.1 as follows:


          "LEASE LINE FACILITY" SHALL MEAN THE AUTHORIZATION BY THE BANK OR
     ITS  AFFILIATE  TO  ENTER  INTO  CONDITIONAL SALE  CONTRACTS  FOR  THE
     PURCHASE OF  EQUIPMENT OR TRUE EQUIPMENT LEASES  WITH THE COMPANY IN A
     CAPITALIZED PRINCIPAL AMOUNT OF UP TO $1,500,000.

          "NEGOTIATED RATE" SHALL MEAN, WITH RESPECT TO ANY NEGOTIATED RATE
     LOAN, THE  RATE PER ANNUM  AT THE  TIME SUCH NEGOTIATED  RATE LOAN  IS
     MADE, AGREED UPON BETWEEN THE BANK AND THE COMPANY.

          "NEGOTIATED RATE INTEREST PERIOD" SHALL MEAN, WITH RESPECT TO ANY
     NEGOTIATED RATE LOAN, THE PERIOD COMMENCING ON THE DAY SUCH NEGOTIATED
     RATE LOAN IS MADE OR CONVERTED TO A NEGOTIATED RATE LOAN AND ENDING ON
     THE DATE  (WHICH  MUST BE  A  BUSINESS DAY)  AGREED UPON  BETWEEN  THE
     COMPANY AND  THE BANK AT THE  TIME SUCH NEGOTIATED RATE  LOAN IS MADE,
     AND  EACH  SUBSEQUENT  PERIOD  COMMENCING  ON  THE  LAST  DAY  OF  THE
     IMMEDIATELY PRECEDING  NEGOTIATED RATE  INTEREST PERIOD AND  ENDING ON
     THE DATE AGREED UPON BETWEEN THE COMPANY AND THE BANK AT THE TIME SUCH
     NEGOTIATED RATE LOAN IS  ELECTED TO BE CONTINUED AS A  NEGOTIATED RATE
     LOAN  BY THE  COMPANY UNDER  SECTION 2.7,  PROVIDED, HOWEVER,  THAT NO
     NEGOTIATED RATE INTEREST PERIOD WHICH WOULD END AFTER THE  TERMINATION
     DATE SHALL BE PERMITTED.

          "NEGOTIATED RATE LOAN" SHALL  MEAN ANY LOAN WHICH  BEARS INTEREST
     AT THE NEGOTIATED RATE.

          "RATE  HEDGING  OBLIGATIONS"  OF  A  PERSON  MEANS  ANY  AND  ALL
     OBLIGATIONS OF SUCH PERSON, WHETHER ABSOLUTE, CONTINGENT AND HOWSOEVER
     AND WHENSOEVER CREATED, ARISING,  EVIDENCED OR ACQUIRED (INCLUDING ALL
     RENEWALS,  EXTENSIONS  AND  MODIFICATIONS  THEREOF  AND  SUBSTITUTIONS
     THEREFOR), UNDER (I) ANY  AND ALL AGREEMENTS, DEVICES OR  ARRANGEMENTS
     DESIGNED  TO PROTECT  AT LEAST  ONE  OF THE  PARTIES THERETO  FROM THE
     FLUCTUATIONS  OF  INTEREST  RATES,  EXCHANGE RATES  OR  FORWARD  RATES
     APPLICABLE  TO   SUCH   PARTY'S  ASSETS,   LIABILITIES   OR   EXCHANGE
     TRANSACTIONS,  INCLUDING, BUT  NOT LIMITED  TO, DOLLAR-DENOMINATED  OR
     CROSS-CURRENCY  RATE  EXCHANGE AGREEMENTS,  FORWARD  CURRENCY EXCHANGE
     AGREEMENTS, INTEREST RATE CAP OR COLLAR PROTECTION AGREEMENTS, FORWARD
     RATE  CURRENCY OR INTEREST RATE  OPTIONS, PUTS AND  WARRANTS, AND (II)
     ANY  AND  ALL CANCELLATIONS,  BUY  BACKS,  REVERSALS, TERMINATIONS  OR
     ASSIGNMENTS OF ANY OF THE FOREGOING.

     (e)  The  definition  of "Overdue  Rate" contained  in  Section 1.1 of the
Credit Agreement is deleted in its entirety and replaced as follows:

          "OVERDUE RATE" SHALL MEAN (A) IN RESPECT OF PRINCIPAL OF FLOATING
     RATE LOANS, A RATE PER ANNUM THAT IS EQUAL TO THE SUM OF THREE PERCENT
     (3%) PER  ANNUM PLUS THE FLOATING RATE, (B) IN RESPECT OF PRINCIPAL OF
     EURODOLLAR RATE LOANS, A RATE  PER ANNUM THAT IS  EQUAL TO THE SUM  OF
     THREE PERCENT (3%) PER ANNUM PLUS THE PER ANNUM RATE IN EFFECT THEREON
     UNTIL THE END  OF THE THEN CURRENT INTEREST PERIOD FOR SUCH EURODOLLAR
     RATE LOAN AND, THEREAFTER AT A RATE PER ANNUM THAT IS EQUAL TO THE SUM
     OF THREE PERCENT (3%) PER ANNUM PLUS THE FLOATING RATE, (C) IN RESPECT
     OF PRINCIPAL  OF NEGOTIATED RATE LOANS, A RATE PER ANNUM THAT IS EQUAL
     TO THE SUM OF THREE  PERCENT (3%) PER ANNUM PLUS THE PER ANNUM RATE IN
     EFFECT  THEREON  UNTIL THE  END OF  THE  THEN CURRENT  NEGOTIATED RATE
     INTEREST  PERIOD FOR SUCH NEGOTIATED  RATE LOAN AND,  THEREAFTER, AT A
     RATE PER  ANNUM THAT IS  EQUAL TO  THE SUM OF  THREE PERCENT  (3%) PER
     ANNUM PLUS THE  FLOATING RATE AND (D) IN RESPECT  OF ALL OTHER AMOUNTS
     PAYABLE BY THE  COMPANY HEREUNDER  (OTHER THAN INTEREST),  A RATE  PER
     ANNUM THAT IS EQUAL  TO THE SUM OF  THREE PERCENT (3%) PER ANNUM  PLUS
     THE FLOATING RATE.

          (f)  The first sentence of  Section 2.4(a) of the Credit Agreement is
deleted in its entirety and replaced as follows:

          (A)  THE  COMPANY SHALL GIVE THE  BANK NOTICE OF  ITS REQUEST FOR
     EACH  ADVANCE IN SUBSTANTIALLY THE FORM OF  EXHIBIT B HERETO NOT LATER
     THAN 10:00 A.M.  CHICAGO, ILLINOIS TIME (I)  THREE EURODOLLAR BUSINESS
     DAYS PRIOR TO THE DATE SUCH LOAN IS REQUESTED  TO BE MADE IF SUCH LOAN
     IS TO BE MADE AS A EURODOLLAR RATE LOAN, (II) FIVE BUSINESS DAYS PRIOR
     TO THE  DATE ANY LETTER  OF CREDIT  ADVANCE IS REQUESTED  TO BE  MADE,
     (III) ON THE DATE SUCH LOAN IS REQUESTED TO BE MADE IF SUCH LOAN IS TO
     BE  MADE AS A FLOATING RATE LOAN,  (IV) TWO BUSINESS DAYS PRIOR TO THE
     DATE SUCH LOAN IS REQUESTED TO BE MADE IF SUCH LOAN IS TO BE MADE AS A
     NEGOTIATED RATE LOAN, WHICH NOTICE SHALL SPECIFY WHETHER A  EURODOLLAR
     RATE  LOAN, FLOATING RATE LOAN, LETTER OF CREDIT ADVANCE OR NEGOTIATED
     RATE LOAN IS REQUESTED AND,  IN THE CASE OF EACH  REQUESTED EURODOLLAR
     RATE LOAN OR NEGOTIATED  RATE LOAN, THE INTEREST PERIOD  OR NEGOTIATED
     RATE INTEREST  PERIOD, AS APPLICABLE,  TO BE  INITIALLY APPLICABLE  TO
     SUCH LOAN  AND, IN THE  CASE OF  EACH LETTER OF  CREDIT ADVANCE,  SUCH
     INFORMATION AS MAY BE NECESSARY FOR THE ISSUANCE THEREOF BY THE BANK.

        (g)  Section  2.7 of the Credit  Agreement is deleted  in its entirety
and replaced as follows:

          2.7  SUBSEQUENT ELECTIONS AS TO LOANS        THE    COMPANY   MAY
     ELECT (A) TO  CONTINUE ANY LOAN  (WHETHER EURODOLLAR RATE,  NEGOTIATED
     RATE  OR FLOATING  RATE)  UPON  THE  SAME  BASIS,  (B)  TO  CONVERT  A
     EURODOLLAR RATE  LOAN TO  A FLOATING  RATE LOAN  OR A NEGOTIATED  RATE
     LOAN, (C) TO CONVERT A FLOATING RATE LOAN TO A EURODOLLAR RATE LOAN OR
     NEGOTIATED RATE LOAN, OR (D) TO  CONVERT A NEGOTIATED RATE LOAN TO THE
     FLOATING RATE LOAN OR A  EURODOLLAR RATE LOAN, IN EACH CASE  BY GIVING
     NOTICE  THEREOF TO  THE BANK  IN SUBSTANTIALLY THE  FORM OF  EXHIBIT B
     HERETO  NOT  LATER  THAN  10:00 A.M.  CHICAGO  TIME  THREE  EURODOLLAR
     BUSINESS DAYS PRIOR TO THE DATE  OF SUCH CONTINUATION OF OR CONVERSION
     TO A EURODOLLAR  RATE LOAN IS  TO BE EFFECTIVE,  NOT LATER THAN  10:00
     A.M.  CHICAGO TIME  TWO  BUSINESS DAYS  PRIOR  TO  THE DATE  ANY  SUCH
     CONTINUATION  OF OR  CONVERSION TO  A  NEGOTIATED RATE  LOAN IS  TO BE
     EFFECTIVE,  AND  NOT  LATER THAN  10:00  A.M.  CHICAGO  TIME THE  SAME
     BUSINESS DAY OF  THE DATE OF SUCH CONTINUATION OR  CONVERSION IS TO BE
     EFFECTIVE  IN ALL OTHER CASES, PROVIDED THAT AN OUTSTANDING EURODOLLAR
     RATE LOAN  OR NEGOTIATED RATE LOAN  MAY ONLY BE CONVERTED  ON THE LAST
     DAY  OF THE THEN CURRENT  INTEREST PERIOD OR  NEGOTIATED RATE INTEREST
     PERIOD, AS APPLICABLE,  AND PROVIDED  FURTHER IF A  CONTINUATION OF  A
     LOAN  AS, OR  A CONVERSION  OF A  LOAN TO  A  EURODOLLAR RATE  LOAN OR
     NEGOTIATED  RATE LOAN IS REQUESTED, SUCH NOTICE SHALL ALSO SPECIFY THE
     INTEREST  PERIOD OR  NEGOTIATED RATE  INTEREST PERIOD,  AS APPLICABLE,
     UPON SUCH CONTINUATION OR CONVERSION, AND PROVIDED FURTHER THAT IF THE
     COMPANY FAILS TO MAKE AN ELECTION WITH RESPECT TO THE CONTINUATION  OR
     CONVERSION OF  ANY EURODOLLAR RATE LOAN OR NEGOTIATED RATE LOAN AT THE
     END  OF ANY  APPLICABLE INTEREST  PERIOD OR  NEGOTIATED  RATE INTEREST
     PERIOD,  SUCH  EURODOLLAR  RATE  LOAN  OR  NEGOTIATED  RATE  LOAN,  AS
     APPLICABLE, SHALL BE DEEMED TO BE CONVERTED TO A FLOATING RATE LOAN AS
     OF  THE END  OF  THE APPLICABLE  INTEREST  PERIOD OR  NEGOTIATED  RATE
     INTEREST PERIOD.

          (h)  Section 2.9 of the  Credit Agreement is hereby amended  to insert
the phrase "or  Negotiated Rate Loan"  after the  phrase "Eurodollar Rate  Loan"
contained on the third line thereof.

          (i)  Section 3.1(c) of the  Credit Agreement is hereby amended  to add
the following sentence at the conclusion thereof:

     SHOULD ANY  NEGOTIATED RATE LOAN BE  PREPAID ON A DATE  OTHER THAN THE
     LAST DAY OF  THE RELEVANT  NEGOTIATED RATE INTEREST  PERIOD, THEN  THE
     COMPANY SHALL PAY  AN ADDITIONAL  AMOUNT NECESSARY  TO COMPENSATE  THE
     BANK FOR  ANY LOSS INCURRED  AS A RESULT  OF SUCH PREPAYMENT,  AS MORE
     PARTICULARLY DESCRIBED IN SECTION 3.9 HEREOF.

          (j)  Section  3.2(a) of  the  Credit Agreement  is  hereby amended  to
delete the final  subparagraph therein  (which commences with  the phrase  "Such
interest payments...") and to insert in its place the following provisions:

               DURING  SUCH PERIODS  THAT SUCH  LOAN IS  A NEGOTIATED  RATE
     LOAN, THE NEGOTIATED  RATE APPLICABLE  TO SUCH LOAN  FOR EACH  RELATED
     NEGOTIATED RATE INTEREST PERIOD.

               SUCH INTEREST  PAYMENTS SHALL  BE MADE  (I) WITH RESPECT  TO
     FLOATING RATE  LOANS, ON THE  LAST BUSINESS  DAY OF EACH  MARCH, JUNE,
     SEPTEMBER AND DECEMBER, AND AT  MATURITY (WHETHER AT STATED  MATURITY,
     BY ACCELERATION,  OR OTHERWISE), (II) WITH RESPECT  TO EURODOLLAR RATE
     LOANS,  ON  THE  EARLIER  OF  THE  LAST  DAY  OF  THE  INTEREST PERIOD
     APPLICABLE THERETO OR THE NEXT SCHEDULED INTEREST PAYMENT DUE DATE FOR
     FLOATING  RATE LOANS AND AT  MATURITY (WHETHER AT  STATED MATURITY, BY
     ACCELERATION OR OTHERWISE), AND (III) WITH RESPECT TO  NEGOTIATED RATE
     LOANS, ON  THE EARLIER OF THE LAST DAY OF THE NEGOTIATED RATE INTEREST
     PERIOD  OR THE NEXT SCHEDULED  INTEREST PAYMENT DUE  DATE FOR FLOATING
     RATE  LOANS APPLICABLE  THERETO  AND AT  MATURITY  (WHETHER AT  STATED
     MATURITY, BY ACCELERATION OR OTHERWISE).

          (k)  Section 3.9 of the  Credit Agreement is hereby amended  to insert
the letter "(a)" at the commencement thereof and to add the following subsection
(b) at the conclusion thereof:

               (B)  IF  THE COMPANY  MAKES  ANY PAYMENT  OF PRINCIPAL  WITH
     RESPECT TO  ANY NEGOTIATED RATE LOAN  ON ANY OTHER DATE  THAN THE LAST
     DAY  OF AN INTEREST PERIOD APPLICABLE THERETO (WHETHER PURSUANT TO ANY
     OF SECTIONS 3.1(C), 3.7, 3.8, 6.2 OR OTHERWISE), THE COMPANY SHALL PAY
     THE BANK, AT THE  TIME OF SUCH PREPAYMENT, A  PREPAYMENT PREMIUM EQUAL
     TO THE CURRENT VALUE OF (I)  THE INTEREST RATE THAT WOULD HAVE ACCRUED
     ON THE AMOUNT PREPAID AT THE  NEGOTIATED RATE, MINUS (II) THE INTEREST
     RATE THAT WOULD ACCRUE ON THE AMOUNT PREPAID AT THE TREASURY RATE.  IN
     EACH CASE, INTEREST  WILL BE  CALCULATED FROM THE  PREPAYMENT DATE  TO
     EACH REMAINING SCHEDULED INSTALLMENT OF PRINCIPAL IN ITS INVERSE ORDER
     OF MATURITY.  AS USED HEREIN, "TREASURY RATE" SHALL MEAN THE YIELD, AS
     OF  THE DATE OF PREPAYMENT, ON UNITED  STATES TREASURY BILLS, NOTES OR
     BONDS, SELECTED BY THE BANK IN ITS REASONABLE DISCRETION IN ACCORDANCE
     WITH  PAST PRACTICES,  HAVING MATURITIES  COMPARABLE TO  THE SCHEDULED
     MATURITIES  OF  THE  INSTALLMENTS  BEING PREPAID.    AS  USED  HEREIN,
     "CURRENT  VALUE" MEANS  THE DOLLAR  AMOUNT OF  INTEREST TO  BE EARNED,
     DISCOUNTED  AT THE TREASURY RATE.  THE COMPANY ACKNOWLEDGES AND AGREES
     THAT  THIS PREPAYMENT PREMIUM IS  A REASONABLE ESTIMATE  OF THE BANK'S
     LOSSES IN  THE EVENT OF THE  PREPAYMENT OF A NEGOTIATED  RATE LOAN AND
     NOT A  PENALTY AND IS  PAYABLE AS A  BARGAINED-FOR INDUCEMENT  FOR THE
     BANK TO EXTEND CREDIT TO THE COMPANY AT THE NEGOTIATED RATE.

          (l)  Section  5.2(b)  of the  Credit  Agreement is  hereby  amended by
deleting the  number "$23,5000,000"  and inserting  the number  "$32,000,000" in
place  thereof and to  insert the following  clause at  the end of  said Section
5.2(b):

               ;PROVIDED, HOWEVER, THAT SOLELY FOR PURPOSES OF THIS SECTION
     5.2(B), THE CALCULATION OF TANGIBLE NET WORTH SHALL INCLUDE ADDITIONAL
     GOODWILL OF UP  TO $5,000,000  COMING INTO  EXISTENCE AS  A RESULT  OF
     PERMITTED MERGERS OR ACQUISITIONS CONSUMMATED AFTER APRIL 30, 1997.

          (m)  Section  5.2(e) of  the  Credit Agreement  is  hereby amended  to
delete the word "and" appearing at the end of paragraph  (vi) thereof, to delete
the period at the  end of paragraph (vii) thereof  and to insert in its  place a
semicolon followed by the word "and" and to add the following subsection (viii):

               (VIII)    INDEBTEDNESS FOR RATE HEDGING OBLIGATIONS OWING TO
     THE BANK OR ITS AFFILIATE AND INDEBTEDNESS UNDER THE LEASE LINE.

          (n)  Section  5.2(f)  of the  Credit  Agreement is  amended  to delete
paragraph (viii) thereto and to add a new subsection (viii) as follows:

               (VIII)    LIENS SECURING THE LEASE LINE FACILITY.

          (o)  Section 7.2(a) is  hereby amended to deleted  the text commencing
with the number "122" appearing on the fourth line thereof through and including
the number "708-240-1705" appearing on the seventh line thereof and to insert in
its place the following:

     ONE  HUNDRED FIELD  DRIVE, SUITE  120, LAKE  FOREST, ILLINOIS   60045,
     ATTENTION:   MICHAEL T.  YONKER, PRESIDENT,  FACSIMILE NO.  (847) 735-
     2828, AND  TO THE BANK  AT 33 NORTH LASALLE  STREET, CHICAGO, ILLINOIS
     60690, ATTENTION:   GEORGY ANN  PELUCHIWSKI, FACSIMILE NO.  (312) 648-
     5739.

     2.   Exhibit A-1 to the Credit Agreement  is hereby deleted in its entirety
and replaced by a  new Exhibit A-1 appearing in  the form of Schedule 1  to this
Third Amendment and  Exhibit B to the Credit Agreement is  hereby deleted in its
entirety and replaced by a new Exhibit B appearing in the form of Schedule  2 to
this Third Amendment.  All references to the "Revolving Credit Note" or terms of
like import contained  in the Credit Agreement and the  Security Documents shall
mean  and  be references  to  the  Amended and  Restated  Revolving  Credit Note
contained on  Schedule 1 to this Third Amendment.   From and after the effective
date  hereof, references to  the Credit Agreement  in the Credit  Agreement, the
Notes and  the Security Documents and  all other documents  executed pursuant to
the Credit Agreement shall be deemed to be references to the Credit Agreement as
amended hereby.  From and after the effective date hereof, all references in the
Credit  Agreement and  the Security  Documents to  "NBD Bank"  or terms  of like
import shall mean and be references to "American National Bank and Trust Company
of Chicago, a national banking association".

     3.   This Third Amendment shall not become effective until:

          (a)  The  Company shall  have  delivered to  the  Bank certificate  of
recent  date of  the  appropriate  government  official  certifying  as  to  the
corporate existence of the Company;

          (b)  The Company and the  Bank shall have each executed  and delivered
this Third Amendment;

          (c)  The  Company shall have delivered to the Bank a certified copy of
resolutions of the board of directors  of the Company authorizing execution  and
delivery of this  Third Amendment, together with a certificate  of the Secretary
of the Company  certifying the officers of  the Company, including the  original
signature of  each such officer and stating that  there has been no amendment to
the Company's bylaws or certificate of  incorporation since June 13, 1995, or if
any  such amendment has  occurred, attaching a  copy of same  and certifying the
accuracy thereof; and

          (d)  The Company  shall  have entered  into the  Amended and  Restated
Revolving Credit Note in the form attached as Schedule 1 hereto.

     4.   The Company represents and warrants to the Bank that:

          (a)  The execution,  delivery and performance of  this Third Amendment
by  the  Company and  the affirmation  hereof by  the  Guarantor have  been duly
authorized by all necessary corporate action and will not require any consent or
approval   of  its  stockholders,  violate  any  provision  of  any  law,  rule,
regulation, order,  writ, judgment,  injunction, decree, determination  or award
presently in effect having applicability to it or constitute a default under any
indenture  or  loan  or  credit  agreement  or  any other  agreement,  lease  or
instrument to which the  Company or the Guarantor is  a party or by which  it or
its properties may be bound or affected;

          (b)  No consent, approval or authorization of or declaration or filing
with any  governmental  authority  or any  non-governmental  person  or  entity,
including without  limitation, any creditor  or partner  of the  Company or  the
Guarantor is required on the part of the Company or the Guarantor, in connection
with  the execution,  delivery  and  performance  of  this  Third  Amendment  or
transactions contemplated hereby and thereby;

          (c)  The  Credit Agreement, as amended hereby, is the legal, valid and
binding obligation of the Company, enforceable against it in accordance with the
terms thereof and the Guaranty is the legal, valid and binding obligation of the
Guarantor, enforceable against it in accordance  with the terms thereof and  the
Guaranty continues  to extend to  all the  Indebtedness evidenced by  the Credit
Agreement including  without limitation Indebtedness evidenced  by the Revolving
Credit Note;

          (d)  After  giving  effect  to  the amendments  contained  herein  and
effective  pursuant  hereto, the  representations  and  warranties contained  in
Article  IV of  the Credit  Agreement are  true  and correct  on and  as of  the
effective date hereof in the same force and  effect as if made on and as of such
effective date;

          (e)  The  most  recent audited  financial  statements  of the  Company
delivered to the  Bank are complete  and accurate in  all material respects  and
present fairly the financial condition of the Company and its subsidiaries as of
such  date in accordance with  generally accepted accounting  principles.  There
has  been  no  adverse  material  change  in  the  condition  of  the  business,
properties,  operations or condition, financial or otherwise, of the Company and
its subsidiaries  since the date  of such  financial statements.   There are  no
liabilities of  the Company  or any  of its  subsidiaries, fixed  or contingent,
which are  material but  not reflected  on such financial  statements or  in the
notes thereto; and

          (f)  No Event of  Default and no event or condition which would become
an Event  of Default after the  lapse of time or  the giving of  notice or both,
shall have  occurred and be continuing  or exist under the  Credit Agreement, as
amended hereby, as of the effective date hereof.

     5.   The Company  agrees to pay and  save the Bank  harmless from liability
for the payment of  all costs and expenses arising in connection with this Third
Amendment,  including the  reasonable fees  and  expenses of  Dickinson, Wright,
Moon,  Van Dusen  &  Freeman,  counsel  to  the Bank,  in  connection  with  the
preparation and review of this Third Amendment and any related documents.

     6.   The  capitalized  terms used  but not  defined  herein shall  have the
respective  meaning ascribed  thereto  in  the  Credit  Agreement.    Except  as
expressly contemplated hereby, the Credit  Agreement, the Security Documents and
all related notes, guaranties, certificates, instruments and other documents are
hereby ratified and confirmed and shall remain in full force and effect.

     7.   This  Third Amendment shall be governed by and construed in accordance
with the internal laws of the State of Illinois.

     8.   The Third Amendment may be executed in one or more  counterparts, each
of which together shall constitute the same agreement.  One or more counterparts
of this  Second Amendment may be delivered by facsimile, with the intention that
such delivery shall have the same effect as delivery of  an original counterpart
thereof.

     IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment  to
be duly executed and delivered as of the day and year first above written.

                              AMERICAN NATIONAL BANK AND TRUST
                              COMPANY OF CHICAGO


                              By:

                              Its:


PORTEC, INC.


By:

Its: