<PAGE>   1
                                   Exhibit 10.2

                    Offer to Finance, dated October 26, 2000,
                                  as amended by
                Revised Offer to Finance, dated February 19, 2001,
                                  as amended by
                  Revised Offer to Finance, dated March 23, 2001
<PAGE>   2
                             NATIONAL BANK OF CANADA
                        Brampton Commercial Banking Centre
                  350 Rutherford Road South, Plaza II, Suite 110
                         Brampton, Ontario L6W 4N6 Canada
                            Telephone: (905) 484-4171
                               Fax: (905) 454-9747

October 26, 2000

TBM Holdings, Inc.
136 Main Street
Westport, CT  06880

Dear Sirs:

                                 OFFER TO FINANCE

We are pleased to advise you that National Bank of Canada has authorized the
following credit facilities subject to the ensuing terms and conditions.

BORROWER:               Blue Giant Equipment Corporation (the "Borrower").

LENDER:                 National Bank of Canada (the "Bank").

AMOUNT:                 A.     $7,000,000 Canadian or U.S. dollar equivalent by
                               way of an Operating Loan on a revolving demand
                               loan agreement.

                        B.     $2,170,000 Canadian by way of a Term Loan.

                        C.     $700,000 Canadian by way of a Term Loan.

PURPOSE:                A.    To finance day to day operations.

                        B.    To re-finance the Borrower's land and building.

                        C.    To re-finance the Borrower's equipment assets.

INTEREST RATE:          A.    Canadian dollar advances at the Prime Rate of
                              National Bank of Canada plus 0.625%, that is
                              8.125% as at October 26, 2000, calculated daily
                              and paid monthly in arrears.  Prime Rate is
                              defined as the rate established from time to time
                              by the Bank for Canadian dollar loans in Canada.

                              U.S. dollar advances at the U.S. Base Rate of
                              National Bank of Canada plus 0.625%, that is
                              9.875% as at October 26, 2000, calculated daily
                              and paid monthly in arrears.  U.S. Base Rate is
                              defined as the rate as
<PAGE>   3
                              established from time to time by the Bank for U.S.
                              dollar loans in Canada.

                        B.    Prime Rate of National Bank of Canada, plus 1.0%,
                              that is 8.50% as at October 26, 2000, calculated
                              daily and paid monthly in arrears.  Prime Rate is
                              defined as the rate established from time to time
                              by the Bank for Canadian dollar loans in Canada.

                        C.    Prime Rate of National Bank of Canada, plus 1.0%,
                              that is 8.50% as at October 26, 2000, calculated
                              daily and paid monthly in arrears.  Prime Rate is
                              defined as the rate established from time to time
                              by the Bank for Canadian dollar loans in Canada.

FIXED RATE OPTION:      The Borrower shall have the right to convert any Term
                        Loan financing to a fixed rate of interest.  The fixed
                        rate shall be equivalent to the Bank's Offered Rate in
                        effect at the time of conversion plus 2.50%.  Offered
                        Rate is defined as the rate established from time to
                        time by the Bank for fixed rate loans.

REPAYMENT:              A.    To revolve in multiples of $25,000.

                        B.    Monthly principal payments of $9,042 plus
                              interest; 240 month amortization.

                        C.    Monthly principal payments of $18,667 plus
                              interest; 42 month amortization.

PREPAYMENT:             The Borrower may prepay the balance of any fixed rate
                        loan in whole or in part, before the end of the term
                        provided he agrees to pay National Bank of Canada the
                        difference between the rate for the remainder of the
                        current term and the rate at the time of prepayment plus
                        one month's interest at the rate of the loan.

MARGIN AVAILABILITY:    Operating advances shall be limited to the lesser of
                        $7,000,000 Canadian or U.S. equivalent and the aggregate
                        of the following:

                        (a)   75% of good quality Canadian accounts receivable
                              plus 75% of good quality U.S. accounts receivable
                              excluding contra accounts, inter-company accounts,
                              amounts due from affiliates or subsidiaries,
                              doubtful accounts, and those aged greater than 90
                              days past invoice date; plus

                        (b)   50% of total inventory capped at an overall
                              maximum of $2,000,000; less

                        (c)   all claims which rank prior to the Bank's security
                              (i.e. deductions at source, GST, etc.)


                                       2
<PAGE>   4
                        The margin contribution from accounts receivable due
                        from Clark Material Handling Company and its
                        subsidiaries or affiliates shall be capped at $150,000
                        Cdn.

SECURITY:               All legal and other documentation to be in a form and
                        content satisfactory to the Bank and its solicitors and
                        is to be supported by all usual representations and
                        opinions to confirm its enforceability.  To include but
                        not limited to:

                        1.    General Assignment of Book Debts.

                        2.    Pledge of Inventory under Section 427 of the Bank
                              Act providing a first charge over inventory.

                        3.    Assignment of sufficient fire insurance to protect
                              the Bank's interest.

                        4.    General Security Agreement providing a first
                              floating and fixed charge over all assets of the
                              Borrower.

                        5.    $2,170,000 Collateral Mortgage providing a first
                              fixed charge over the property located at 85 Heart
                              Lake Road, Brampton.

                        6.    Subordination and Postponement of the Intercompany
                              Note Payable in the amount of $4,000,000
                              Canadian.  The holder of the Intercompany Note
                              Payable must covenant not to exercise its rights
                              under any security instrument held.

CONDITIONS PRECEDENT:   The following conditions must be satisfied prior to
                        drawdown of the credit facilities:

                        1.    Pro forma opening balance sheet prepared by a
                              national accounting firm which shall not be
                              materially different than the pro-forma balance
                              sheet already provided to the Bank.

                        2.    Letter addressed to the Bank from Hendren
                              Appraisals confirming that the Bank can rely on
                              the updated appraisal of 85 Heart Lake Road for
                              financing purposes.

                        3.    Original copy of the equipment appraisal addressed
                              to the Bank and confirming an orderly liquidation
                              value of not less than $865,000 Canadian.

                        4.    Satisfactory review by the Bank and its solicitors
                              of the finalized purchase and sale agreement,
                              non-competition


                                       3
<PAGE>   5
                              agreements and an employment contract for Andrew
                              Morrow, General Manager.

                        5.    Confirmation that shareholder cash equity in the
                              minimum amount of $9,000,000 has been injected
                              into the Borrower to be applied against the
                              purchase of the assets of Blue Giant Limited.

                        6.    A signed borrowing base certificate from the
                              Borrower together with detailed listings of the
                              accounts receivable and inventory to be acquired
                              from Blue Giant Limited.  The borrowing base
                              certificate is to confirm a post closing
                              availability surplus of not less than $500,000
                              Canadian.

                        7.    Completion of all legal and security documentation
                              satisfactory to the Bank and its solicitors.

REPORTING CONDITIONS:   1.    Within 20 days of each month-end, the Borrower
                              shall provide the following information on Bank
                              documents, signed by the appropriate authorized
                              officer of the Borrower:

                              (a)   borrowing base and covenant compliance
                                    certificate;
                              (b)   monthly accounts receivable listing
                                    classified according to age;
                              (c)   monthly accounts payable listing classified
                                    according to age;
                              (d)   inventory declaration;
                              (e)   prior claims declaration;
                              (f)   order backlog report;
                              (g)   schedule of inter-company activity;
                              (h)   internally prepared income statement,
                                    balance sheet and statement of financial
                                    changes as compared against last year actual
                                    and current year to date budget.

                        2.    The Borrower agrees to submit to the Bank one of
                              the following:

                              (a)   an audited 2000 financial statement for Blue
                                    Giant Limited and an audited opening balance
                                    sheet for the Borrower delivered to the Bank
                                    by no later than March 15, 2001; or

                              (b)   an interim financial statement for the
                                    Borrower as at June 30, 2001 prepared on a
                                    review


                                       4
<PAGE>   6
                              engagement basis and delivered to the Bank by no
                              later than August 31, 2001.

                        3.    The Borrower agrees to submit to the Bank its
                              annual audited financial statements within 90 days
                              of the end of its fiscal year.

                        4.    The Borrower agrees to submit to the Bank its
                              annual budget including budgeted monthly balance
                              sheets, income statements, and cashflows within 90
                              days of its fiscal year end.

                        5.    The Borrower agrees to submit to the Bank annual
                              audited financial statements for TBM Holdings,
                              Inc. and its subsidiaries within 90 days of each
                              fiscal year end.

FINANCIAL COVENANTS:    The Borrower agrees to the following covenants which
                        shall be calculated as indicated below, maintained at
                        all times and tested monthly:

                        1.    Total Debt to Tangible Net Worth Ratio:  The ratio
                              of Total Debt to Tangible Net Worth shall not
                              exceed 2.50:1 at any time.  Debt shall be defined
                              as total liabilities less any shareholder loans
                              postponed to the Bank, less deferred income
                              taxes.  Tangible Net Worth shall be defined as
                              Share Capital plus Retained Earnings plus any
                              Shareholders' loans postponed to the Bank, less
                              any deferred expenditures, loans to officers,
                              directors, or shareholders, or intercompany
                              advances and any other assets of doubtful value.

                        2.    Senior Debt to EBITDA Ratio:  The ratio of Senior
                              Debt to Earnings before interest, taxes,
                              depreciation, amortization and discretionary
                              management bonuses shall not exceed 3.0:1 at any
                              time.

                        3.    Debt Service Coverage:  The ratio of Net Cash Flow
                              to Debt Service shall be a minimum of 1.25:1.  Net
                              Cash Flow shall be defined as the Income After Tax
                              plus:  deferred taxes; depreciation; any other
                              non-cash expenses; and all cash interest expense;
                              less:  dividends and capital expenditures not
                              funded by debt.  Debt Service shall be defined as
                              all debt principal payments plus all cash interest
                              expense.

                        4.    Capital Expenditures:  The Borrower agrees that
                              capital expenditures shall not exceed $500,000
                              Canadian per annum without the prior written
                              consent of the Bank which will not be unreasonably
                              withheld.


                                       5
<PAGE>   7
                        5.    Corporate Distributions:  The Borrower shall not
                              make any Corporate Distributions without the prior
                              written consent of the Bank.  Corporate
                              Distributions are defined as any payment made to a
                              shareholder or relative, or affiliated company and
                              includes, but is not limited to bonuses,
                              dividends, interest payments on subordinated debt,
                              repayment of subordinated debt, management fees
                              and any other transactions made out of the
                              treasury of the Borrower.

                              The Bank agrees to permit interest payments on the
                              Postponed Inter-Company Note to a maximum of
                              $400,000 Canadian per annum and management fees to
                              a maximum of $250,000 Canadian per annum subject
                              to the Borrower not being in default and subject
                              to such payment(s) not creating a covenant breach.

TIME LIMITATION
ON DRAWDOWN:                  December 31, 2000.  This offer shall be considered
                              cancelled thereafter.

OTHER CONDITIONS:       1.    All legal and registration fees incurred to
                              prepare, execute and maintain legal documents will
                              be assumed by the Borrower.

                        2.    The cost of all appraisals and environmental
                              reports requested by the Bank are the
                              responsibility of the Borrower.

                        3.    The Bank reserves the right to request appropriate
                              annual financial statements or quarterly financial
                              statements at any time and whenever it deems it
                              appropriate.  This information may be required on
                              a continuous basis or for a specific period or
                              periods and must always be to the Bank's
                              satisfaction.

                        4.    The ownership structure of the company shall not
                              be altered without the Bank's prior written
                              consent which shall not be unreasonably withheld.

                        5.    The nature of the Borrower's business shall not be
                              substantially changed without the Bank's prior
                              written consent which shall not be unreasonably
                              withheld.

                        6.    The Borrower shall not amalgamate or merge with
                              another corporation without the Bank's prior
                              written consent which shall not be unreasonably
                              withheld.


                                       6
<PAGE>   8
                        7.    The Borrower shall not sell, lease, consign or
                              otherwise dispose of any assets or property having
                              an aggregate book value, fair market value or
                              replacement cost in excess of $80,000, except that
                              the Borrower may (i) sell, lease or consign
                              inventory in the ordinary course of business from
                              time to time; and (ii) transfer, abandon,
                              surrender or otherwise dispose of any fixtures,
                              equipment, machinery, tools, implements,
                              facilities and appliances which may have become
                              worn out, unserviceable, obsolete, unsuitable or
                              unnecessary in the conduct of their business
                              provided that there shall have been substituted
                              for the same other fixtures, equipment, machinery,
                              tools, implements, facilities or appliances at
                              least of equal value which forthwith shall become
                              subject to a lien under the Bank's security
                              documents.

FEES:                   1.    Transaction fee of $5,000 which has been paid and
                              earned.

                        2.    Annual renewal fee of $1,500.

                        3.    Monthly management fee of $100.

                        4.    Unused line fee of 0.25% per annum on the unused
                              portion of the Operating Loan, calculated daily
                              and payable monthly in arrears.

ENVIRONMENTAL
MATTERS:                1.    The Borrower represents and warrants that the
                              owner of the subject property has complied and is
                              complying in all respects with all applicable laws
                              relating to the environment, that no contaminants,
                              pollutants or other hazardous substances
                              (including, without limitation, asbestos, products
                              containing urea formaldehyde or polychlorinated
                              biphenyl or any radioactive substances) have been
                              or are now stored or located at the subject
                              property, that no order, approval, direction or
                              other governmental or regulatory notice relating
                              to the environment has been threatened against, is
                              pending or has been issued with respect to the
                              subject property or the operations of the business
                              being conducted at the subject property, and that
                              none of them is aware of any pending or threatened
                              action, suit or proceedings relating to any actual
                              or alleged environmental violation from or at the
                              subject property.

                        2.    The Borrower shall permit the Lender to conduct,
                              at the Borrower's expense, such test, inspections
                              and environmental audits as may be required by the
                              Lender


                                       7
<PAGE>   9
                              including without limitation, the right to take
                              soil samples from the subject property and the
                              right to review and photocopy all records relating
                              to the subject property or the business or
                              operations now or hereinbefore conducted at the
                              subject property in order to attempt to
                              corroborate the veracity of the aforementioned
                              representations and warranties.

                        3.    The Borrower agrees to pay the cost of all
                              environmental audits which may be deemed necessary
                              by the Bank acting in a reasonable manner.

                        4.    The Borrower agrees to deliver to the Bank
                              documents guaranteeing compliance and showing that
                              the land and building are not contaminated by
                              hazardous materials.

                        5.    The Borrower certifies that past and present
                              owners have not violated environmental law and
                              regulations and that, to the best of their
                              knowledge, no proceedings have been or are being
                              instituted to make him comply with environmental
                              laws and regulations.

                        6.    The Borrower agrees to comply with and respect any
                              and all environmental laws and regulations.

                        7.    The Borrower agrees to maintain a system or
                              mechanism through which the emission or release of
                              contaminants can be controlled in compliance with
                              laws and regulations.

                        8.    The Borrower agrees to periodically provide the
                              Bank with a summary report stating the Borrower's
                              status with regard to environmental laws and
                              regulations, such as confirmation of the renewal
                              of permits, certificates of compliance and the
                              proper application of control procedures.

                        9.    The Borrower agrees to indemnify the Bank for all
                              decontamination costs or for damages incurred by
                              the Bank or its agents as a result of such
                              contamination.

                        10.   The loan shall be disbursed upon performance
                              and/or completion of the above conditions to the
                              Bank's satisfaction.

                        11.   In the event any environmental report shows that
                              decontamination is required the Borrower
                              undertakes to carry out decontamination at their
                              own expense should this be required or requested.
                              However, the undertaking


                                       8
<PAGE>   10
                              of such decontaminations shall not guarantee that
                              the Bank will make any disbursements. All the
                              other conditions stipulated in this Offer of
                              Finance shall be performed to the Bank's
                              satisfaction.

ACKNOWLEDGEMENT
OF NON MERGER:          The terms and conditions contained in this Offer to
                        Finance shall not merge upon the execution and delivery
                        of the security documentation referred to herein but
                        shall at all times remain in full force and effect.

CREDIT REPORTING:       The Borrower consents to the obtaining from any credit
                        reporting agency or from any person such information as
                        the Bank may require at any time, and consent to the
                        disclosure at any time of the information concerning the
                        Borrower and the Guarantor to any credit grantor with
                        whom the Borrower and the Guarantor have financial
                        relations or to any credit reporting agency.

REPRESENTATIONS
AND WARRANTIES:         The Borrower represents and warrants that the
                        information given in respect of applying for the credit
                        facilities is correct and complete, and acknowledge that
                        the Bank is relying on said representations and
                        warranties.

ANNUAL REVIEW:          To be reviewed at least annually, and in any event not
                        later than August 31, 2001.

OTHER:                  The Borrower agrees to keep the contents of this letter
                        strictly confidential.


                                       9
<PAGE>   11
If these conditions are acceptable to you, please indicate your acceptance
thereof by signing and returning a copy of this letter to the Bank by no later
than November 10, 2000 after which time this offer shall become null and void.

Yours truly,


/s/  Al van Herpt             /s/ Steven Matheson
Al van Herpt                  Steven Matheson
Account Manager               Senior Manager



ACCEPTANCE:

WE ACCEPT THE TERMS AND CONDITIONS OUTLINED HEREIN THIS 27 DAY OF
OCTOBER, 2000.


BLUE GIANT EQUIPMENT CORPORATION

Per: /s/ William A. Schwartz
Title: President


Per:_____________________________
Title:


                                       10
<PAGE>   12
                             NATIONAL BANK OF CANADA
                        Brampton Commercial Banking Centre
                  350 Rutherford Road South, Plaza II, Suite 110
                         Brampton, Ontario L6W 4N6 Canada
                            Telephone: (905) 484-4171
                               Fax: (905) 454-9747

February 19, 2001

TBM Holdings, Inc.
136 Main Street
Westport, CT  06880

Dear Sirs:

      Re:   REVISED OFFER TO FINANCE

Further to our Offer to Finance dated October 26, 2000, we are pleased to advise
you that National Bank of Canada has authorized the following amendment to the
credit facility subject to the ensuing terms and conditions.

BORROWER:         Blue Giant Equipment Corporation (the "Borrower").

LENDER:           National Bank of Canada (the "Bank").

INTEREST RATES:   The interest rate of facility "A" shall be increased to the
                  Prime Rate of National Bank of Canada plus .875% until such
                  time that the total Debt to Tangible Net Worth Ratio is less
                  than or equal to 2.50:1.

FINANCIAL
COVENANTS:        The Bank has agreed to amend the following covenants as
                  follows:

                  Total Debt to Tangible Net Worth Ratio:  The ratio of Total
                  Debt to Tangible Net Worth shall not exceed 3.0:1 at any time,
                  reducing to 2.75:1 by June 30, 2001 and 2.50:1 by September
                  30, 2001.  Debt shall be defined as total liabilities less any
                  shareholder loans postponed to the Bank, less deferred income
                  taxes.  Tangible Net Worth shall be defined as Share Capital
                  plus Retained Earnings plus any Shareholders' loans postponed
                  to the Bank, less any deferred expenditures, loans to
                  officers, directors, or shareholders, or intercompany advances
                  and any other assets of doubtful value.

SECURITY:         The following additional security is required:

                  $550,000 Guarantee from TBM Holdings, Inc.

FEE:              $1,500 Amendment Fee.
<PAGE>   13
All other terms and conditions detailed in our Offer to Finance dated October
26, 2000 remain unchanged and in full effect.

Yours truly,


/s/  Al van Herpt             /s/ Steven Matheson

Al van Herpt                  Steven Matheson
Account Manager               Senior Manager



ACKNOWLEDGE:

WE ACKNOWLEDGE AND ACCEPT THE TERMS AND CONDITIONS OUTLINED HEREIN THIS
___________ DAY OF ___________________, 2001.

BLUE GIANT EQUIPMENT CORPORATION ("Borrower")

Per:  ______________________________
      William A. Schwartz
Title:President


TBM HOLDINGS, INC.

Per:  ______________________________
      William A. Schwartz
Title:President


                                        2
<PAGE>   14
                             NATIONAL BANK OF CANADA
                        Brampton Commercial Banking Centre
                  350 Rutherford Road South, Plaza II, Suite 110
                         Brampton, Ontario L6W 4N6 Canada
                            Telephone: (905) 484-4171
                               Fax: (905) 454-9747

March 23, 2001

TBM Holdings, Inc.
136 Main Street
Westport, CT  06880

Dear Sirs:

      Re:   REVISED OFFER TO FINANCE

Further to our Offer to Finance dated October 26, 2000 and Revised Offer to
Finance dated February 19, 2001, we are pleased to advise you that National Bank
of Canada has authorized the following amendment to the credit facility subject
to the ensuing terms and conditions.

BORROWER:         Blue Giant Equipment Corporation (the "Borrower").

LENDER:           National Bank of Canada (the "Bank").

FINANCIAL
COVENANTS:        The Bank has agreed to amend the following covenants as
                  follows:

                  1. Total Debt to Tangible Net Worth Ratio:  The ratio of Total
                     Debt to Tangible Net Worth shall not exceed 3.55:1 at any
                     time, reducing to 3.25:1 by June 30, 2001 and 2.50:1 by
                     December 31, 2001.  Debt shall be defined as total
                     liabilities less any shareholder loans postponed to the
                     Bank, less deferred income taxes.  Tangible Net Worth shall
                     be defined as Share Capital plus Retained Earnings plus any
                     Shareholders' loans postponed to the Bank, less any
                     deferred expenditures, loans to officers, directors, or
                     shareholders, or intercompany advances and any other assets
                     of doubtful value.

                  2. Corporate Distributions: The Borrower shall not make any
                     Corporate Distributions without the prior written consent
                     of the Bank and until such time that the ratio of Total
                     Debt to Tangible Net Worth as defined above is less than or
                     equal to 2.50:1. Corporate Distributions are defined as any
                     payment made to the shareholder or relative, or affiliated
                     company and includes, but is not limited to bonuses,
                     dividends, interest payments on subordinated debt,
                     repayment of subordinated debt, management fees and any
                     other transactions made out of the treasury of the
                     Borrower.
<PAGE>   15
SECURITY:         The following additional security is required:

                  $1,000,000 Guarantee from TBM Holdings, Inc.

FEE:              $5,000 Amendment Fee.

All other terms and conditions detailed in our Offer to Finance dated October
26, 2000 and February 19, 2001 remain unchanged and in full effect.

Yours truly,

/s/  Al van Herpt             /s/ Steven Matheson

Al van Herpt                  Steven Matheson
Account Manager               Senior Manager



ACKNOWLEDGE:

WE ACKNOWLEDGE AND ACCEPT THE TERMS AND CONDITIONS OUTLINED HEREIN THIS
___________ DAY OF ___________________, 2001.

BLUE GIANT EQUIPMENT CORPORATION ("Borrower")

Per:  /s/ William A. Schwartz
Title:      President


CORPORATE GUARANTOR

TBM HOLDINGS, INC.

Per:  /s/ William A. Schwartz
Title:      President


                                       2