SECOND AMENDMENT TO CREDIT AGREEMENT

              THIS SECOND  AMENDMENT TO CREDIT  AGREEMENT (the
"Amendment"),  dated as of January  31,  1997,  is among CRAIN
INDUSTRIES,  INC., a Delaware corporation  ("Borrower"),  each
of the  banks or other  lending  institutions  which is or may
from  time  to  time  become  a   signatory   thereto  or  any
successor  or  assign  thereof  (individually,  a "Bank"  and,
collectively,  the  "Banks"),  TEXAS  COMMERCE  BANK  NATIONAL
ASSOCIATION,  a national  banking  association,  as an issuing
bank (in such  capacity,  together  with its  successors,  any
other Banks or any of their  respective  Affiliates  acting in
such  capacity,  an  "Issuing  Bank")  and  as  administrative
agent for itself,  the  Issuing  Banks and the other Banks (in
such   capacity,   together   with  its   successors  in  such
capacity, the "Agent").

RECITALS:

A.            Borrower,  the Agent,  the Issuing Banks and the
Banks have entered into that certain  Credit  Agreement  dated
as of August  29,  1995,  as  amended  by that  certain  First
Amendment  to  Credit  Agreement  dated as of March  22,  1996
(such  Credit  Agreement,  as the  same  has  been  and may be
amended  or  modified  from  time  to  time,  is   hereinafter
referred to as the "Agreement").

B.            Borrower is a party to the  following  factoring
agreements    (collectively,     the    "Existing    Factoring
Agreements"):  (i)  that  certain  Factoring  Agreement  dated
January 8, 1991,  between CIT  Group/Factoring,  Inc.  ("CIT")
and  Borrower  relating  to  the  factoring  of  the  accounts
receivable of Borrower"s Base Line Design  division,  and (ii)
that   certain   Amended  and   Restated   Retail  -  Domestic
Collection  Factoring  Agreement,  between  Heller  Financial,
Inc.   ("Heller")   and  Borrower  (the  "Heller   Agreement")
relating  to the  factoring  of  the  accounts  receivable  of
Borrower's Comfort Clinic division.

C.            Borrower  has  advised the Agent that it desires
to enter into a new factoring  agreement  with CIT relating to
the factoring of the accounts  receivable  of Borrower's  Base
Line Design division and Borrower's  Comfort Clinic  division,
in replacement of the Existing Factoring Agreements.

D.            Borrower,  the Agent,  the Issuing Banks and the
Banks now  desire to enter  into this  Amendment  to amend the
definition  of  CIT  Factoring   Agreement  and  as  otherwise
herein set forth.

              NOW,   THEREFORE,   in   consideration   of  the
premises   herein   contained  and  other  good  and  valuable
consideration,  the  receipt  and  sufficiency  of  which  are
hereby ackknowledged, the parties hereto agree as follows:

ARTICLE I

Definitions

              Section  1.1.  Definitions.   Capitalized  terms
used in the  Amendment,  to the extent not  otherwise  defined
herein,  shall  have the  same  meanings  as set  forth in the
Agreement, as amended hereby.

ARTICLE II

Amendments

              Section  2.1.  Amendment  to  Definition  of CIT
Factoring  Agreement.  Effective  as of the date  hereof,  the
parenthetical  appearing at the end of Section  7.1(11) of the
Agreement  is  hereby  deleted  and  the  definition  of  "CIT
Factoring   Agreement"   appearing   in  Section  1.1  of  the
Agreement  is  hereby  amended  to  read  in its  entirety  as
follows:

 
"CIT Factoring  Agreement"  means that certain  Notification
Factoring  Agreement  dated  January 31,  1997,  between CIT
Group/Factoring,  Inc. and the  Borrower,  pursuant to which
the accounts  receivable of the Borrower's  Base Line Design
division and the  Borrower's  Comfort  Clinic  division (and
no other  accounts  receivable)  will be factored;  provided
that each  reference  herein to the CIT Factoring  Agreement
shall also mean that certain  Amended and  Restarted  Retail
- Domestic  Collection  Factoring  Agreement  between Heller
Financial,   Inc.  and  Borrower  (a)  during  a  transition
period   until  March  2  1997,   to  the  extent   accounts
receivable  of  the  Borrower's   Comfort  Clinic   division
continue to be factored  thereunder  during such  transition
period,   and  (b)  thereafter to  the  

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extent  outstanding accounts receivable  of  the Borrower's
Comfort  Clinic division continue to be collected thereunder.

Section  2.2  Amendment  to  Schedule  2.  Effective  as  of
the date  hereof,  item 1 of Schedule 2 to the  Agreement is
hereby amended to read in its entirety as follows:

1. The CIT  Factoring  Agreement  (as  defined in the Credit
Agreement to which this is a  Schedule).

Section  2.3  Books  and   Records.   Effective  as  of  the
date  hereof,   Section  9.7  of  the  Agreement  is  hereby
amended to add the  following  sentence to the end  thereof,
which sentence shall read in its entirety as follows:

The  Borrower  shall  invoice the  accounts of its Base Line
Design  division  and  Comfort  Clinic  division  separately
from its other  accounts  which are not  factored  and shall
maintain  books  and  records  for  such  Base  Line  Design
division  and  Comfort  Clinic   division   separately  from
Borrower's other books and records.

ARTICLE III

Conditions Precedent

Section   3.1.   Conditions.   The   effectiveness   of   this
Amendment  is subject  to the  satisfaction  of the  following
conditions precedent:

              (a) The Agent  shall  have  received  all of the
following, in form and substance satisfactory to the Agent:

                             (1)         CIT         Factoring
Agreement.  A  true,  correct  and  complete  copy  of the CIT
Factoring Agreement;

              (2)    Termination    of   Existing    Factoring
Agreements.  Evidence that the Existing  Factoring  Agreements
are   terminated   and   replaced   with  the  CIT   Factoring
Agreement,   provided   that  with   respect   to  the  Heller
Agreement  this  condition  will  be  satisfied  if  Agent  is
provided  with a copy of the notice of  termination  delivered
by the Borrower to Heller; and

              (3)  Additional  Information.   Such  additional
documents,  instruments  and  information  as the Agent or its
legal   counsel,   Winstead   Sechrest  &  Munick  P.C.,   may
reasonably request.

              (b)   The    representations    and   warranties
contained  herein and in all other Loan Documents,  as amended
hereby,  shall be true and  correct  as of the date  hereof as
if made on the date hereof,  except for those  representations
and warranties that are expressly made as of a specific date.

              (c)  No  Default  shall  have  occurred  and  be
continuing.

              (d) All; corporate  proceedings taken in connection
                  with the transactions contemplated by this Amendment
and all documents, instruments, and other legal  matters  incident 
thereto shall be  reasonably satisfactory to  the  Agent  and  its 
legal counsel, Winstead Sechrest & Minick P.C.

ARTICLE IV

Ratifications, Representations and Warranties

              Section  4.1.   Ratifications.   The  terms  and
provisions  set  forth  in this  Amendment  shall  modify  and
supersede all  inconsistent  terms and provisions set forth in
the   Agreement   and  except  as   expressly   modified   and
superseded by the  Amendment,  the terms and provisions of the
Agreement  and the  other  Loan  Documents  are  ratified  and
confirmed  and  shall  continue  in  full  force  and  effect.
Borrower,  the 

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Agent,  the Banks and the  Issuing  Banks agree that the 
Agreement  as  amended  hereby  and the  other  Loan Documents
shall   continue   in  full   force  and   effect. Borrower,  
the Agent,  the Banks and the  Issuing  Banks agree that the 
Agreement  as  amended  hereby  and the  other  Loan Documents  
shall  continue  to be legal,  valid,  binding  and enforceable
in accordance with their respective terms.

              Section  4.2   Representations  and  Warranties.
Borrower  hereby  represents  and  warrants to the Agent,  the
Banks and the Issuing Banks that (i) the  execution,  delivery
and  performance  of this Amendment and any and all other Loan
Documents  executed  and/or  delivered in connection  herewith
have been  authorized  by all  requisite  corporate  action on
the part of the  Borrower  and will not violate  the  articles
of  incorporation   or  bylaws  of  the  Borrower,   (ii)  the
representations  and  warranties  contained in the  agreement,
as amended  hereby,  and in each other Loan  Document are true
and  correct  on and as of the date  hereof as though  made on
and as of the date  hereof,  (iii) no Default has occurred and
is continuing,  and (iv) Borrower is in full  compliance  with
all  covenants  and  agreements  contained in the Agreement as
amended  hereby and the other Loan  Documents to which it is a
party.

ARTICLE V

Miscellaneous

              Section  5.1  Survival  of  Representations  and
Warranties.  All  representations  and warranties made in this
Amendment  or any  other  Loan  Document  including  any  Loan
Document  furnished in connection  with this  Amendment  shall
survive the execution  and delivery of this  Amendment and the
other Loan Documents,  and no  investigation by the Agent, any
Bank,  any  Issuing  Bank  or any  closing  shall  affect  the
representations  and  warranties  or the  right of the  Agent,
the Banks and the Issuing Banks to rely upon them.

              Section  5.2  Reference  to  Agreement.  Each of
the Loan  Documents,  including  the Agreement and any and all
other agreements,  documents,  or instruments now or hereafter
executed  and  delivered  pursuant  to  the  terms  hereof  or
pursuant  to the terms of the  Agreement  as  amended  hereby,
are  hereby  amended  so  that  any  reference  in  such  Loan
documents  to the  Agreement  shall  mean a  reference  to the
Agreement as amended hereby.

              Section   5.3   Expenses   of  the   Agent.   As
provided in the  Agreement,  Borrower  agrees to pay on demand
all  reasonable  costs and  expenses  incurred by the Agent in
connection with the  preparation,  negotiation,  and executive
of  this  Amendment  and the  other  Loan  Documents  executed
pursuant  hereto  and any and all  amendments,  modifications,
and  supplements  thereto,  including  without  limitation the
costs and reasonable  fees of the Agent's legal  counsel,  and
all costs and  expenses  incurred by the Agent,  the Banks and
the  Issuing  Banks  in  connection  with the  enforcement  or
preservation  of any rights  under the  Agreement,  as amended
hereby,   or  any  other  Loan  Document,   including  without
limitation  the costs  and  reasonable  fees of legal  counsel
for  the  Agent  and  the  Issuing   Banks  and  at  any  time
following  and  during  the   continuance   of  the  Event  of
Default, of one legal counsel to each Bank.

              Section  5.4  Severability.   Any  provision  of
this  Amendment held by a court of competent  jurisdiction  to
be invalid  or  unenforceable  shall not impair or  invalidate
the remainder of this  Amendment and the effect  thereof shall
be  confined  to  the  provision  so  held  to be  invalid  or
unenforceable.

              SECTION  5.5.  APPLICABLE  LAW.  THIS  AMENDMENT
AND ALL OTHER LOAN DOCUMENTS  EXECUTED  PURSUANT  HERETO SHALL
BE DEEMED TO HAVE BEEN MADE AND TO BE  PERFORMABLE  IN DALLAS,
DALLAS  COUNTY,  TEXAS AND SHALL BE GOVERNED BY AND  CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

              Section  5.6.   Successors  and  Assigns.   This
Amendment  is binding  upon and shall  inure to the benefit of
the Agent,  the Banks,  the  Issuing  Banks and  Borrower  and
their respective  successors and assigns,  except Borrower may
not  assign  or  transfer  any of its  rights  or  obligations
hereunder  with the  prior  written  consent  of the Agent and
all of the Banks.

              Section   5.7.   Counterparts.   The   Amendment
may be  executed  in one or more  counterparts,  each of which
when so executed  shall be deemed to be an  original,  but all
of which  when taken  together  shall  constitute  one and the
same instrument.

              Section  5.8.  Effect  of  Waiver.   No  consent
or waiver,  express  or  implied,  by the Agent  and/or any of
the  Banks  to or for any  breach  of or  deviation  from  any
covenant,  condition  or duty  by  Borrower  or any  obligated
party  shall be deemed a consent  or waiver to or of any other
breach of the same or any other covenant, condition or duty.

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              Section    5.9.    Headings.    The    headings,
captions,  and  arrangements  used in this  Amendment  are for
convenience  only and shall not affect the  interpretation  of
this Amendment.

              Section    5.10.    ENTIRE    AGREEMENT.    THIS
AMENDMENT   AND   ALL   OTHER   INSTRUMENTS,   DOCUMENTS   AND
AGREEMENTS  EXECUTED  AND  DELIVERED IN  CONNECTION  WITH THIS
AMENDMENT  EMBODY  THE  FINAL,   ENTIRE  AGREEMENT  AMONG  THE
PARTIES  HERETO AND SUPERSEDE  ANY AND ALL PRIOR  COMMITMENTS,
AGREEEMENTS,   REPRESENTATIONS  AND  UNDERSTANDINGS.   WHETHER
WRITTEN OR ORAL,  RELATING TO THIS  AMENDMENT,  AND MAY NOT BE
CONTRADICTED  OR VARIED BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS
OR SUBSEQUENT  ORAL  AGREEMENTS OR  DISCUSSIONS OF THE PARTIES
HERETO.  THERE  ARE  NO  ORAL  AGREEMENTS  AMONG  THE  PARTIES
HERETO.

Executed as of the date first written above.


BORROWER:

CRAIN INDUSTRIES, INC.


By:          /s/WES DEHAVEN______________
   Name:  Wes DeHaven
   Title:     VP/CFO

AGENT, ISSUING BANK AND BANKS:'
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as Agent, as Issuing Bank
and as a Bank


By:        /s/MICHAEL LISTER__________
   Name:  Michael Lister
   Title:     Vice President

FIRST INTERSTATE BANK OF CALIFORNIA

 
By:        /s/CHARLES C. WARNER_____
   Name:  Charles C. Warner
   Title:     Vice President

NBD BANK


By:        /s/WILLIAM MCCAFFREY____
   Name:    William McCaffrey
   Title:       Vice President

NATIONSBANK OF TEXAS, N.A.


By:         /s/SUZANNE SMITH________
   Name:    Suzanne Smith
   Title:      Vice President

HELLER FINANCIAL, INC.

<PAGE>

By:        /s/ELLEN COOK____________
   Name:    Ellen Cook
   Title:       Assistant Vice President

THE BANK OF NEW YORK


By:       /s/R. WES TOWNS__________
   Name:    R. Wes Towns
   Title:     Vice President

SOCIETE GENERALE, SOUTHWEST AGENCY


By:         /s/CHRISTOPHER SPELTZ__
     Name:    Christopher Speltz
     Title:       Vice President

The  undersigned  Guarantor  hereby  consents  and agrees to
this  Amendment  and  agrees  that the  Subsidiary  Guaranty
shall  remain in full force and  effect  and shall  continue
to be the  legal,  valid  and  binding  obligation  of  such
Guarantor  enforceable  against such Guarantor in accordance
with its terms.

GUARANTOR:

CRAIN AERO, INC.

By:        /s/WES DEHAVEN________
   Name:  Wes DeHaven
   Title:     VP/CFO