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                                                                    Exhibit 10.2

                 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

     THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT, dated as of May 28,
2003 (this "Amendment"), is entered into among WERNER FUNDING CORPORATION, a
Delaware corporation (the "Company") and WERNER CO., a Pennsylvania corporation
("Werner").

                                    RECITALS

     1. The Company and Werner are parties to the Purchase and Sale Agreement,
dated as of May 29, 1998 (as amended, amended and restated, supplemented or
otherwise modified from time to time, the "Agreement"); and

     2. The parties hereto desire to amend the Agreement as hereinafter set
forth.

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

     1. Certain Defined Terms. Capitalized terms that are used herein without
definition and that are defined in Exhibit I to the Receivables Purchase
Agreement shall have the same meanings herein as therein defined.

     2. Amendment to Agreement. The Agreement is hereby amended as follows:

        2.1 Exhibit E of the Agreement is hereby amended by adding the
following address thereto:

     "1810 Grogan Avenue, Merced Airport Industrial Park, Merced, CA 95340".

     3. Representations and Warranties; No Default. Werner hereby represents and
warrants to each of the parties hereto as follows:

          (a) Representations and Warranties. The representations and warranties
     contained in the Agreement are true and correct as of the date hereof.

          (b) No Default. Both before and immediately after giving effect to
     this Amendment and the transactions contemplated hereby, no Purchase and
     Sale Termination Event or Unmatured Purchase and Sale Termination Event
     exists or shall exist.

     4. Effect of Amendment. All provisions of the Agreement, as expressly
amended and modified by this Amendment, shall remain in full force and effect.
After this Amendment becomes effective, all references in the Agreement (or in
any other Transaction Document) to "this Agreement", "hereof", "herein" or words
of similar effect referring to the Agreement shall be deemed to be references to
the Agreement as amended by this Amendment. This Amendment shall not be deemed,
either expressly or impliedly, to waive, amend or supplement any provision of
the Agreement other than as set forth herein.
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     5. Conditions Precedent and Effectiveness. This Amendment shall become
effective as of the date hereof upon receipt by the Administrator of:

          (a) counterparts of this Amendment (whether by facsimile or otherwise)
     executed by each of the parties hereto; and

          (b) each of the items required as conditions precedent to the
     effectiveness of the First Amendment to the Receivables Purchase Agreement,
     dated as of the date hereof.

     6. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, each of which
when so executed shall be deemed to be an original and all of which when taken
together shall constitute but one and the same instrument.

     7. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of New York (without regard to
any otherwise applicable principles of conflicts of law).

     8. Section Headings. The various headings of this Amendment are included
for convenience only and shall not affect the meaning or interpretation of this
Amendment, the Agreement or any provision hereof or thereof.

[signature pages follow]


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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.



                                        WERNER FUNDING CORPORATION

                                        By: ____________________________
                                        Name: __________________________
                                        Title: _________________________


                                        WERNER CO.

                                        By: ____________________________
                                        Name: __________________________
                                        Title: _________________________

                                      S-1
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Acknowledged and Agreed to
As of the date first above written


MARKET STREET FUNDING CORPORATION
As Issuer


By: ____________________________
Name: __________________________
Title: _________________________


PNC BANK, NATIONAL ASSOCIATION
As Administrator

By: ____________________________
Name: __________________________
Title: _________________________


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