<PAGE>
                                                          EXHIBIT 10.21

                           FIFTH AMENDMENT TO
                 CREDIT FACILITY AND SECURITY AGREEMENT


    WHEREAS, ALLIED CONSTRUCTION PRODUCTS, INC. (herein called the 
"Borrower") and SOCIETY NATIONAL BANK (herein called the "Bank") entered 
into a certain Credit Facility and Security Agreement dated March 1, 1993 
which was previously amended (as amended herein called the "Agreement"), 
and

    WHEREAS, the Borrower and the Bank have agreed to further amend the 
Agreement.

    NOW, THEREFORE, for valuable consideration received to their mutual 
satisfaction, the Borrower and the Bank hereby agree as follows:

    1.   The definition of "Borrowing Base" appearing in Section 1.2 of 
the Agreement is hereby amended to delete it in its entirety and to 
substitute therefor the following:

         "'Borrowing Base' means an amount not in excess of the sum of 
         the following:

         (a) seventy-five percent (75%) of the amount due and owing on 
         Eligible Accounts Receivable, plus

         (b) up to the lesser of (i) $3,000,000 or (ii) up to 
         seventy-five percent (75%) of the amount due and owing on the 
         sum of Eligible Notes Receivable and Eligible Dating 
         Receivables, plus

         (c) the lesser of (1) forty percent (40%) of the cost on a 
         first-in, first-out inventory cost basis or market value 
         (whichever is lower) of Borrower's Eligible Parts Inventory 
         during the preceding month, (ii) fifty percent (50%) of the cost 
         on a first-in, first-out inventory cost basis or market value 
         (whichever is lower) of Borrower's Eligible Finished Goods 
         Inventory, or (iii) Two Million Dollars ($2,000,000), less

         (d) Ineligible FFC Receivables in the form of an availability 
         block against the Borrowing Base for such amount."

    2.   The definition of "Termination Date" appearing in Section 1.2 of 
the Agreement is hereby amended to delete it in its entirety and to 
substitute therefor the following:

         "'Termination Date' means June 30, 1997, or such earlier date on 
         which the commitment of Bank to make Advances pursuant to 
         Section 2.1 of this Agreement shall have been terminated 
         pursuant to Sections 10 or 14 of this Agreement."

                               E-1   
<PAGE>


         3.   Section 1.2 of the Agreement is hereby amended by adding 
the following definitions:

    "'Interest Period' means, with respect to any Libor Rate Loan, the 
    period commencing on the date such Loan is made, continued, or 
    converted and ending on the last day of such period as selected by 
    the Borrower pursuant to the provisions below and, thereafter, each 
    subsequent period commencing on the last day of the immediately 
    preceding Interest Period and ending on the last day of such period 
    as selected by the Borrower pursuant to the provisions below.  The 
    duration of each Interest Period for any Libor Rate Loan shall be 1 
    month, 2 months, or 3 months, in each case as the Borrower may select 
    upon notice, as set forth in Section 2.1(b), provided that:

    'Libor Rate' means, for any Interest Period for any Libor Rate Loan, 
    an interest rate per annum (rounded upwards to the next higher whole 
    multiple of 1/16% if such rate is not such a multiple) equal at all 
    times during such Interest Period to the quotient of (a) the rate per 
    annum (rounded upwards to the next higher whole multiple of 1/16% if 
    such rate is not such a multiple) at which deposits in United States 
    dollars are offered at 11:00 a.m. (London, England time) (or as soon 
    thereafter as is reasonably practicable) by prime banks in the London 
    interbank eurodollar market two Business Days prior to the first day 
    of such Interest Period in an amount and maturity of such Libor Rate 
    Loan, divided by (b) a number equal to 1.00 minus the aggregate 
    (without duplication) of the rates (expressed as a decimal fraction) 
    of the Libor Reserve Requirements current on the date two Business 
    Days prior to the first day of such Interest Period.

    'Libor Rate Loan' means any Advance that bears interest with 
    reference to the Libor Rate.

    'Libor Reserve Requirements' means, for any Interest Period for any 
    Libor Rate Loan, the maximum reserves (whether basic, supplemental, 
    marginal, emergency, or otherwise) prescribed by the Board of 
    Governors of the Federal Reserve System (or any successor) with 
    respect to liabilities or assets consisting of or including 
    'Eurocurrency liabilities' (as defined in Regulation D of the Board 
    of Governors of the Federal Reserve System) having a term equal to 
    such Interest Period.

    'Prime Rate Loan' means any Advance that bears interest with 
    reference to the Prime Rate.

    'Special Dividend' means a cash dividend in an amount not to exceed 
    One Million Dollars ($1,000,000), which may be paid exclusively 
    during the month of December, 1995."

    4.   The sixth line of Section 2.1(a) of the Agreement is hereby 
amended to delete the words "Three Million Dollars ($3,000,000)" and to 
substitute therefor the words "Four Million Five Hundred Thousand Dollars 
($4,500,000)".




                               E-2
<PAGE>


    5.   Section 2.1(b) of the Agreement is hereby amended by deleting in 
its entirety and substituting the following in place thereof:

         "(b) As compensation for the Advances made by Bank, Borrower 
    undertakes and agrees to pay to Bank with respect to each Advance 
    interest at an annual rate to be elected by Borrower equal to either 
    the Libor Rate plus two and one-half percent (2-1/2%) or the Prime 
    Rate.  Interest on Advances shall be payable monthly in arrears 
    commencing on the first day of the month following the month in which 
    such Advance is made and continuing on the first day of each 
    consecutive month thereafter by debiting the Operating Account.  
    Interest on the Advances shall accrue upon the average daily balance 
    in Borrower's Loan Account during the preceding month with respect to 
    all Advances.  Bank shall use its best efforts to give Borrower 
    notice prior to debiting the Operating Account."

    6.   The Agreement is hereby amended by a new Section 2.5 reading as 
follows:

    "2.5.     (i)    Advances.  Advances shall be made pursuant to 
                     Borrower's written, telegraphic, or telephonic 
                     request therefor (a "Request for a Advance"), given 
                     by Borrower to Bank (upon three Business Days notice 
                     for a Libor Rate Loan) stating the date of the 
                     proposed borrowing, the amount of Bank's Advance, 
                     whether it will be a Prime Rate Loan, or Libor Rate 
                     Loan, the applicable Interest Period, if any, and 
                     the total amount to be borrowed.  Each written 
                     Request for a Advance shall be signed by an 
                     authorized person of Borrower and accompanied by a 
                     Borrower's Certificate, and each telephonic request 
                     for a Advance shall be made, and confirmed in 
                     writing thereafter, by such an authorized person and 
                     accompanied by a Borrower's Certificate.  No Request 
                     for a Advance shall become effective until actually 
                     received by Bank.  Each Libor Rate Loan shall not be 
                     an amount less than $100,000.

              (ii)   Change in Interest Rates.  The interest rate elected 
                     by the Borrower under this Section 2.5 shall, as to 
                     each Advance, remain in effect until changed by the 
                     Borrower by written notice to Bank on or prior to 
                     the date of change or, in the case of Prime Rate 
                     Loans until changed by the terms thereof; provided 
                     however, (a) that a change to the Libor Rate, or the 
                     election of a Libor Rate Loan, can be effected only 
                     upon three (3) Business Days' notice (with notice to 
                     be received by Bank not later than 11:00 a.m. 
                     Cleveland, Ohio time on such day), and (b) when the 
                     rate of interest is the Libor Rate it may be changed 
                     to a Prime Rate Loan before the end of the 
                     applicable Interest Period subject, however, to 
                     payment of any applicable additional amount required 
                     by Section 2.5(v) hereof (but without requiring 
                     prepayment of the effected borrowing);
                               
                               E-3
<PAGE>
              


              (iii)  Limitations in Interest Rate Selections.  The 
                     Borrower may not elect the Libor Rate if U.S. dollar 
                     deposits are not available to any Bank in the London 
                     Eurodollar Interbank Market for the period and in 
                     the amount requested by the Borrower;

              (iv)   Special Provisions for Libor Rate Loans and Taxes.  
                     If the making or maintaining of a Libor Rate Loan 
                     becomes illegal for Bank as a result of any change 
                     in an applicable law, governmental regulation, 
                     guideline or order or the interpretation thereof by 
                     an authority charged with the administration 
                     thereof, then upon notice thereof by Bank, the 
                     Borrower (a) shall not cause a new Libor Rate Loan 
                     to be made or elect another Libor Rate Interest 
                     Period for an outstanding Libor Rate Loan for so 
                     long as the making of a Libor Rate Loan by Bank 
                     remains illegal, and (b) shall prepay, or select 
                     another interest rate for, any then outstanding 
                     Libor Rate Loans and pay any applicable additional 
                     amount required by Section 2.5(vi) but without 
                     giving effect to any notice requirements in each 
                     case when and to the extent required by such change.

              (v)    Increased Costs.  With respect to Libor Rate Loans, 
                     if the effect of any change occurring after the date 
                     of this Agreement in an applicable law, governmental 
                     regulation, guideline or order or the interpretation 
                     or application of any thereof by any authority 
                     charged with the administration thereof is to 
                     increase the actual cost to Bank of making or 
                     maintaining such Libor Rate Loans (assuming for such 
                     purpose that each such borrowing is funded by Bank 
                     from sources referred to in the definition of the 
                     interest rate applicable to such borrowing) such as, 
                     but not limited to, any reserve, special deposit or 
                     similar requirements against assets held by, or 
                     deposits in or for the account of, or loans by, or 
                     any other acquisition of funds for loans by Bank, or 
                     to reduce the amount of any payment of principal or 
                     of interest, in respect of any Libor Rate Loan, 
                     received by Bank (including any reduction for 
                     withholding taxes), the Borrower will, after demand 
                     by Bank, pay to Bank such additional amounts as will 
                     compensate Bank for such additional cost or 
                     reduction, such payments to be made on the next date 
                     when interest is payable to Bank pursuant to such 
                     borrowings.  The Borrower shall have the option, 
                     upon being notified by Bank pursuant to this 
                     Section, to change the interest rate on the affected 
                     borrowings pursuant to Section 2.5(vi) but without 
                     giving effect to the notice requirements provided 
                     therein or make any prepayments permitted under this

                               
                               E-4
<PAGE>



                     Agreement and, in each case, with payment of any 
                     additional applicable amount required by Section 
                     2.5(vi).  If either (i) any law, rule, or regulation 
                     now or hereafter in effect, and whether or not 
                     presently applicable to Bank, or (ii) the compliance 
                     with any guideline or request from any central bank 
                     or other governmental authority (whether or not 
                     having the force of law), affects or would affect 
                     the amount of capital required or expected to be 
                     maintained by Bank or any corporation controlling 
                     Bank and Bank determines that the amount of such 
                     capital is increased by or based upon the existence 
                     of the Advances (or commitment to make the Advances) 
                     and other extensions of credit (or commitments to 
                     extend credit) of similar type, then, upon demand by 
                     Bank, the Borrower shall pay to Bank from time to 
                     time as specified by Bank additional amounts 
                     sufficient to compensate Bank in the light of such 
                     circumstances, to the extent that Bank reasonably 
                     determines such increase in capital to be allocable 
                     to the existence of Bank's Advances (or commitment 
                     to make the Advances).  A certificate of Bank 
                     submitted to the Borrower as to such amounts shall 
                     be conclusive and binding for all purposes, absent 
                     manifest error.  Upon notice from the Borrower to 
                     Bank within five (5) Business Days after Bank 
                     notifies the Borrower of any such additional costs 
                     pursuant to this Section, the Borrower may either 
                     (A) prepay in full all Advances of any types so 
                     affected then outstanding, together with interest 
                     accrued thereon to the date of such prepayment, or 
                     (B) convert all Advances of any types so affected 
                     then outstanding into Advances of any other type not 
                     so affected upon not less than four (4) Business 
                     Days' notice to Bank.  If any such prepayment or 
                     conversion of any Libor Rate Loan occurs on any day 
                     other than the last day of the applicable Interest 
                     Period for such Advance, the Borrower also shall pay 
                     to Bank such additional amount sufficient to 
                     indemnify Bank against any loss, cost, or expense 
                     incurred by Bank as a result of such prepayment or 
                     conversion, including, without limitation, any loss 
                     (including loss of anticipated profits), cost, or 
                     expense incurred by reason of the liquidation or 
                     reemployment of deposits or other funds acquired by 
                     Bank to fund any such Loan, and a certificate as to 
                     the amount of any such loss, cost, or expense 
                     submitted by Bank to the Borrower shall be 
                     conclusive and binding for all purposes, absent 
                     manifest error.





                               E-5
<PAGE>
      
              (vi)   Indemnification.  If the Borrower makes any payment 
                     of principal with respect to any Libor Rate Loan on 
                     any other date than the last day of an Interest 
                     Period applicable thereto (whether pursuant to 
                     Sections 2.1, 7, 8, and 10 hereof, or otherwise), or 
                     if the Borrower fails to borrow any Libor Rate Loan 
                     after notice has been given to Bank in accordance 
                     with Section 2.5 or if the Borrower fails to make 
                     any payment of principal or interest in respect of a 
                     Libor Rate Loan or when due, the Borrower shall 
                     reimburse Bank on demand for any resulting loss or 
                     expense incurred by Bank, including without 
                     limitation any loss incurred in obtaining, 
                     liquidating or employing deposits from third 
                     parties, whether or not Bank shall have funded or 
                     committed to fund such Loan.  A statement as to the 
                     amount of such loss or expense, prepared in good 
                     faith and in reasonable detail by Bank and submitted 
                     by Bank to the Borrower, shall be conclusive and 
                     binding for all purposes absent manifest error in 
                     computation.  Calculation of all amounts payable to 
                     Bank under this Section shall be made as though Bank 
                     shall have actually funded or committed to fund its 
                     relevant Libor Rate Loan through the transfer of 
                     such deposit from an offshore office of Bank to a 
                     domestic office of Bank in the United States of 
                     America; provided, however, that Bank may fund any 
                     Libor Rate Loan in any manner it sees fit and the 
                     foregoing assumption shall be utilized only for the 
                     purpose of calculation of amounts payable under this 
                     Section.

              (vii)  Contribution and Conversion of Loans.  In the event 
                     that the Borrower shall fail to give timely notice 
                     of its election to convert or continue any Advance 
                     as provided above, or in the event that any such 
                     conversion or continuation shall be prohibited by 
                     the terms of this Agreement, such Advance (unless 
                     repaid) shall automatically be deemed to be 
                     refinanced with a Prime Rate Loan at the end of the 
                     Interest Period then in effect with respect to such 
                     Advance.  For purposes of this Section, notice 
                     received by Bank after 11:00 a.m. on a Banking Day 
                     shall be deemed to be received on the immediately 
                     succeeding Banking Day.

              (viii) Computation of Interest.  Interest under this 
                     Agreement shall be calculated on the basis of a year 
                     of 360 days, for the actual number of days 
                     (including the first day but excluding the last day) 
                     elapsed.  For any Prime Rate Loan, the rate will 
                     increase or decrease on the day of, and by an amount 
                     equal to, each increase or decrease in the Prime 
                     Rate.  The rate charged to Borrower under this 
                     Agreement shall change when and as the Prime Rate is 
                     changed.

                               E-6
<PAGE>              


              (ix)   Default Interest Rate.  After maturity (whether by 
                     acceleration or otherwise), the unpaid principal and 
                     accrued interest on any Advance shall bear interest 
                     at a rate per annum equal to the greater of three 
                     percent (3%) in excess of the interest rate prior to 
                     default or twelve percent (12%).  Prior to maturity, 
                     if any payment of principal or interest is not paid 
                     when due, Borrower shall pay a late fee of an amount 
                     equal to the greater of ten percent (10%) of such 
                     payment or one hundred dollars ($100).  
                     Notwithstanding the Bank's remedies as set forth in 
                     Section 10 hereof, prior to maturity hereof, upon 
                     the occurrence of any Event of Default under this 
                     Agreement and until such Event of Default is cured 
                     by Borrower, at Bank's option and upon written 
                     notice to Borrower, the unpaid principal and accrued 
                     interest on any Advance shall bear interest at a 
                     rate per annum equal to the greater of three percent 
                     (3%) in excess of the interest rate prior to 
                     default, or twelve percent (12%)."

    7.   Section 5.10 of the Agreement entitled "Cash Flow" shall be 
amended to read as follows:

    "5.10 Cash Flow Borrower shall at all times maintain a Cash Flow 
    Coverage Ratio of at least 1.1 to 1.0, calculated at the end of the 
    fiscal period of Borrower ending closest to the end of each calendar 
    quarter based upon a cumulative year calculation.

    8.   Section 6.4(d) of the Agreement is hereby amended by deleting it 
         in its entirety and substituting the following in place thereof:

    "(d) pay or declare dividends in any fiscal year (except the 
    following (i) payments pursuant to a tax sharing arrangement with 
    Brooks Management Company in form and substance acceptable to Bank, 
    so long as the amount paid is equivalent to the amount that would 
    have been paid by Borrower in taxes, if it had filed a separate 
    return, (ii) a Special Dividend provided that such Special Dividend 
    could be paid exclusively during the month of December 1995 if all of 
    the following conditions are met:  (1) no Event of Default (financial 
    or otherwise) exists prior to the payment of the Special Dividend; 
    (2) no Event of Default (financial or otherwise) exists after the 
    payment of the Special Dividend; with the exception of the Cash Flow 
    Coverage Ratio; and (3) excess availability under the Borrowing Base 
    during the preceding three (3) months prior to payment of the Special 
    Dividend (in addition to the month of December 1995) would have 
    exceeded Five Hundred Thousand Dollars ($500,000) on a look-back 
    basis, (iii) dividends may be declared after December 31, 1995 if no 
    Event of Default would exist after the payment of such dividends)."

     





                               E-7
<PAGE>


     9.  Section 6.6 of the Agreement entitled "Leverage" shall be 
amended to read as follows:

    "6.6 Leverage.  Borrower shall not permit the ratio of its Adjusted 
    Debt to its Tangible Net Worth, measured and reviewed monthly, to 
    exceed 2.0 to 1.0."

    10.  The Borrower hereby agrees that it will, contemporaneously with 
the execution of this Amendment to the Agreement, execute and deliver to 
the Bank a new Revolving Credit Promissory Note in the form of Exhibit 
A-1, attached hereto, to replace the Revolving Credit Promissory Note 
currently held and owned by the Bank representing the Borrower's 
borrowings under the Agreement.

    11.  In consideration for entering into this Amendment, Borrower 
agrees to pay Bank on the date hereof a renewal fee of $1,000.

    12.  Except as herein specifically amended, directly or by reference, 
all of the terms and conditions set forth in the Agreement are confirmed 
and ratified and shall remain in full force and effect.

    13.  In consideration of this Amendment, Borrower hereby releases and 
discharges the Bank and its shareholders, directors, officers, employees, 
attorneys, affiliates and subsidiaries from any and all claims, demands, 
liability, and causes of action whatsoever, now known or unknown, arising 
out of or in any way related to the extension or administration of the 
Loan, the Agreement or any mortgage or security interest related thereto.

    14.  Borrower hereby represents and warrants to Bank that (a) 
Borrower has the legal power and authority to execute and deliver this 
Amendment; (b) the officials executing this Amendment have been duly 
authorized to execute and deliver the same and bind Borrower with respect 
to the provisions hereof; (c) the execution and delivery hereof by 
Borrower and the performance and observance by Borrower of the provisions 
hereof do not violate or conflict with the organizational agreements of 
Borrower or any law applicable to Borrower or result in a breach of any 
provisions of or constitute a default under any other agreement, 
instrument or document binding upon or enforceable against Borrower, and 
(d) this Amendment constitutes a valid and binding obligation upon 
Borrower in every respect.

    IN WITNESS WHEREOF, the Borrower and the Bank have caused this Second 
Amendment to the Agreement to be executed by their duly authorized 
officers as of the 30th day of June, 1995.


BANK:                             BORROWER:


SOCIETY NATIONAL BANK             ALLIED CONSTRUCTION PRODUCTS, INC.






                               E-8
<PAGE>



                               EXHIBIT A-l


                    REVOLVING CREDIT PROMISSORY NOTE




$4,500,000.00                                                       , 1995
                                                      Cleveland, Ohio






    FOR VALUE RECEIVED, ALLIED CONSTRUCTION PRODUCTS, INC., a Delaware 
corporation (the "Borrower"), promises to pay to the order of SOCIETY 
NATIONAL BANK (the "Holder") on June 30, 1997, or sooner as hereinafter 
provided, the principal amount of Four Million Five Hundred Thousand and 
no/100 Dollars ($4,500,000.00) or, if less, the aggregate unpaid 
principal amount from time to time borrowed by the Borrower from the 
Holder pursuant to the Credit Agreement (hereinafter defined).  The 
unpaid principal balance outstanding on this Revolving Credit Promiossory 
Note from time to time (the "Outstanding Principal Balance") shall be 
determined by the ledgers and records of the Holder as accurately 
maintained.

    This Revolving Credit Promissory Note is the "Revolving Note" defined 
and referred to in, and is entitled to the benefits of, a certain Credit 
Facility and Security Agreement dated March 1, 1993 (said Credit Facility 
and Security Agreement as amended and including, as it may be from time 
to time further amended, restated or otherwise modified, being herein 
called the "Credit Agreement"), between the Borrower and the Holder, to 
which reference is hereby made for a statement of the rights of the 
Holder and the duties and obligations of the Borrower in relation 
thereto, but neither this reference to the Credit Agreement nor any 
provision thereof shall affect or impair the absolute and unconditional 
obligation of the Borrower to pay the principal of and interest on this 
Revolving Credit Promissory Note when due.  Capitalized terms used in 
this Revolving Credit Promissory Note not defined hereinafter shall have 
the respective meanings given to such terms in the Credit Agreement.

    This Revolving Credit Promissory Note is being executed and delivered 
in substitution for an existing Revolving Credit Promissory Note executed 
by Borrower and dated June 1, 1994, and the execution and delivery of 
this Revolving Credit Promissory Note shall not constitute a novation and 
shall not terminate or otherwise affect the first lien and security 
interest of the Bank in Borrower's property.






                               E-9
<PAGE>



    The Outstanding Principal Balance of this Revolving Credit Promissory 
Note shall bear interest from and including the date hereof until the 
date of payment in full at the rate per annum as set forth in the Credit 
Agreement.  All interest on this Revolving Credit Promissory Note shall 
be paid in accordance with the terms of the Credit Agreement.  Interest 
shall be computed on the basis of a year of 360 days for the actual 
number of days elapsed.  All unpaid principal and interest on this 
Revolving Credit Promissory Note shall be due on the maturity date hereof 
as set forth in the Credit Agreement.

    Reference is hereby made to the Credit Agreement which contains 
provisions for the acceleration of the maturity hereof upon the happening 
of certain stated events and for mandatory prepayments and voluntary 
prepayments hereon.  The term "Holder" includes the successors and 
assigns of Holder.

    This Revolving Credit Promissory Note is secured by collateral 
assigned, pledged or granted to the Holder; reference is made to the 
Credit Agreement and the documents and instruments assigning, pledging or 
granting said collateral for a description of the Holder's rights with 
respect thereto.

    Payment of the principal of and interest on this Revolving Credit 
Promissory Note shall be made in lawful money of the United States of 
America, by federal funds wire transfer to the main office of Holder, 127 
Public Square, Cleveland, Ohio 44114-1306, or at such other place or in 
such other manner of payment as Holder or any subsequent holder hereof 
shall have designated to the Borrower in writing.

    The Borrower waives demand, presentment for payment, notice of 
dishonor, protest, and notice of protest and diligence in collection and 
bringing suit and agrees that Holder may extend the time for payment, 
accept partial payment, take security therefor, or exchange or release 
any collateral, without discharging or releasing the Borrower.

    This Revolving Credit Promissory Note was executed in Cleveland, 
Cuyahoga County, Ohio.  The construction, validity, and enforceability of 
this Revolving Credit Promissory Note shall be governed by the laws of 
the State of Ohio.

    The Borrower authorizes any attorney at law to appear before any 
court of record, state or federal, in the county where this Revolving 
Credit Promissory Note was executed or where the Borrower resides or may 
be found, after the unpaid principal balance of this Revolving Credit 
Promissory Note becomes due, either by lapse of time or by operation of 
any provision for acceleration of maturity contained in the Credit 
Agreement, and waive the issuance and service of process, admit the 
maturity of this Revolving Credit Promissory Note, by reason of 
acceleration or otherwise, and confess judgment against the Borrower in 
favor of the holder of this Revolving Credit Promissory Note for the 
amount then appearing due on this Revolving Credit Promissory Note, 
together with interest thereon and costs of suit, and thereupon 



                               E-10
<PAGE>



to release all errors and to waive all rights of appeal and stay of 
execution.  The foregoing warrant of attorney shall survive any judgment 
and may be used from time to time without exhausting the right to further 
use the warrant of attorney and, if any judgment be vacated for any 
reason, the holder of this Revolving Credit Promissory Note nevertheless 
may use the foregoing warrant of attorney to obtain an additional 
judgment or judgments against the Borrower.  Borrower agrees that the 
holder's attorney may confess judgment pursuant to the foregoing warrant 
of attorney.  Borrower further agrees that the attorney confessing 
judgment pursuant to the foregoing warrant of attorney may receive a 
legal fee or other compensation from the holder.

WARNING--BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT 
TRIAL.  IF YOU DO NOT PAY ON TIME, A COURT JUDGMENT MAY BE TAKEN AGAINST 
YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO 
COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE 
CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO 
COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.




                                  ALLIED CONSTRUCTION PRODUCTS, INC.
































                               E-11