Exhibit 10.6

                       FIRST AMENDMENT TO CREDIT AGREEMENT

     U.S. RUBBER  RECLAIMING,  INC., an Indiana  corporation (the "Company") and
BANK ONE, INDIANA, NATIONAL ASSOCIATION (the "Bank"), being parties to a certain
Credit Agreement dated as of December 29, 2000 (the "Agreement"),  hereby agrees
to amend the Agreement by this First Amendment to Credit  Agreement (this "First
Amendment"), on the terms and subject to the conditions set forth below:

     1.  Definitions.  Terms used in this  First  Amendment  with their  initial
letters  capitalized  and which are not defined  herein  shall have the meanings
ascribed to them in the Agreement,  as amended by this First Amendment.  As used
herein,  the term "First Amendment  Effective Date" shall mean the date on which
all of the following  have  occurred:  (a) the Bank shall have received  written
evidence  satisfactory  to the Bank that all of the Voting  Stock of the Company
has been  transferred  by OCP to Danzer  Corporation  ("Parent") in exchange for
Series C Preferred Stock of Parent,  as  contemplated by the Danzer  Acquisition
Agreement, with the effect that the Company becomes a wholly-owned subsidiary of
Parent,  and that other  transactions  contemplated  by the  Danzer  Acquisition
Agreement  shall have been  consummated  with the effect  that OCP owns not less
than 63% of the Voting Stock of Parent; (b) all of the Conditions  precedent set
out in  Section  4 of this  First  Amendment  have been  satisfied;  and (c) the
Company shall have completed the performance of its  obligations  under Sections
5.01 (n) and (m) of the Agreement

     2.  Amendments.  Effective as of the First  Amendment  Effective  Date, the
Agreement is amended as follows:

     (a) The  definitions  of the terms  "Capital  Contribution  Agreement"  and
     "Change of Control of Company" in Section 1.02 of the Agreement are amended
     and restated to read as follows,  and the  following  new  definitions  are
     added to Section 1.02 in appropriate alphabetical order:

          "First  Amendment" means the First Amendment to Credit Agreement dated
          as of June 20, 2001, between the Company and the Bank.

          "Capital   Contribution   Agreement"  means  a  capital   contribution
          agreement in form and  substance as Exhibit A to the First  Amendment,
          among  OCP,  Parent,  the  Company  and the  Bank,  as the same may be
          amended, modified,  supplemented and or restated from time to time and
          at any time.

          "Change of Control of Company"  means Parent shall cease to own Voting
          Stock of the Company, including securities that are freely and without
          material conditions  convertible into or exchangeable for Voting Stock
          of the Company,  in an aggregate  amount  representing at least 51% of
          the total aggregate voting power of all classes of the Voting Stock of
          the Company, calculated on a fully diluted basis, including securities
          convertible into or exchangeable for Voting Stock of the Company.

          "Danzer   Acquisition   Agreement"  means  that  certain   Acquisition
          Agreement  and Plan of  Reorganization  dated June ____,  2001,  among
          Parent,  Danzer  Industries,   Inc.,  Pyramid  Coach,  Inc.,  Champion
          Trailer, Inc., United Acquisition, Inc., the Company, OCP, and Timothy
          S. Durham.

          "Parent"  means  Danzer  Corporation,  a New  York  corporation  which
          proposes to change its name to Obsidian Capital Corporation.

     (b) The definition of the term "EBITDA" in Section 1.02 of the Agreement is
     amended by substituting the word "Parent" for the word "OCP" in clause (b).

     (c) Section 3.01(l) is amended and restated to read as follows:

          "(l) Subsidiaries/Parent.  The Company has no Subsidiaries.  Parent is
          the sole  shareholder  of the Company.  OCC is the general  partner of
          OCP."

     (d)  Section  5.01(b) of the  Agreement  is  amended  and  restated  in its
     entirety to read as follows:

          "(b) Reports,  Certificates and Other  Information.  The Company shall
          furnish to the Bank the following Financial  Statements,  certificates
          and other information, in form satisfactory to the Bank:

               (1)  Annual  Statements.  As soon as  available  and in any event
               within one hundred and twenty  (120) days after the close of each
               fiscal year of the Company and of OCP,  annual audited  Financial
               Statements  for the  Company  and OCP,  audited by the  Company's
               Auditors,   showing  the  financial   condition  and  results  of
               operations  of the Company and OCP as at the close of such fiscal
               year and for such fiscal year,  all prepared in  accordance  with
               GAAP, accompanied by an opinion of the Company's Auditors,  which
               opinion shall be without  qualification and shall state that such
               audited  Financial   Statements   present  fairly  the  financial
               position of the  Company or OCP as of the date of such  Financial
               Statements  and the results of its  operations and changes in its
               financial position for the period covered thereby, and that their
               examination in connection with such Financial Statements has been
               made in accordance with GAAP.

               (2) Interim Monthly  Statements.  As soon as available and in any
               event  within  thirty  (30) days  after the end of each  calendar
               month  ending  after the  Closing  Date,  unaudited  consolidated
               Financial  Statements  for  the  Company  showing  its  financial
               condition  and results of operations as at, and for such calendar
               month and year-to-date,  all in reasonable  detail, and certified
               to the Bank by an Authorized Officer.  Such Financial  Statements
               shall be provided with comparable  prior  year-to-date  Financial
               Statements as at the end of the same calendar  month of the prior
               year (beginning in fiscal year 2002).

               (3) Annual and Monthly Officer's Certificates.  Contemporaneously
               with the  furnishing  of each set of Financial  Statements of the
               Company  provided for in Sections  5.01(b)(1) and (2),  above, an
               Officer's Certificate.

               (4)  Orders.   Prompt  notice  of  any  orders  in  any  material
               proceedings to which the Company,  OCP, OCC or Parent is a party,
               issued by any court or regulatory  agency,  federal or state, and
               if the Bank should so request, a copy of any such order.

               (5) Notice of Default or Litigation. Immediately upon learning of
               the  occurrence  of an Event of  Default  or  Unmatured  Event of
               Default,  or the institution of or any adverse  determination  in
               any litigation, arbitration proceeding or governmental proceeding
               which is  material  to the  Company,  OCP,  OCC or  Parent or the
               occurrence  of any event  which could have a  Materially  Adverse
               Effect,  written notice thereof describing the same and the steps
               being taken with respect thereto.

               (6) Accounts  Receivable  Reports.  Within thirty (30) days after
               the end of each  calendar  month ending after the Closing Date, a
               certified report of the accounts  receivable of the Company as of
               the end of such month,  with agings for the  accounts  receivable
               and with such  report  otherwise  to be in such form and  provide
               such detail as may be reasonably satisfactory to the Bank.

               (7)  Monthly   Borrowing   Base   Certificates   and   Compliance
               Certificates.  Within thirty (30) days after the last Banking Day
               of the last calendar week of each calendar month, and at the time
               of each  Application for Advance if at such time more than thirty
               (30) days ha elapsed since the Company submitted a Borrowing Base
               Certificate:   (i)  a  completed   Borrowing  Base   Certificate,
               certified to the Bank by an Authorized  Officer,  setting forth a
               computation  of the  Borrowing  Base  as of the  last  day of the
               period covered  thereby and, if the Bank so requests,  specifying
               the locations of the all Eligible  Inventory listed thereon;  and
               (ii) a certificate,  signed by an Authorized Officer,  certifying
               compliance by the Company with the financial  covenants set forth
               in Section  5.01(g) of this  Agreement,  and providing a detailed
               calculation  of  each of such  covenants  as of the  date of such
               certificate.

               (8) OCC Tax  Returns.  Within  fifteen  (15)  days of the  filing
               thereof, copies of each federal tax return of OCC.

               (9) SerVaas Inventory Reports.  At the same time such reports are
               provided  to  SerVaas,  Inc.,  copies  of all sales  reports  and
               Certificate  of Consigned  Goods Statuts  given to SerVaas,  Inc.
               pursuant to the SerVaas Inventory Agreement.

               (10) Parent Information.  Promptly upon the furnishing thereof to
               the shareholders of Parent,  copies of all financial  statements,
               reports, and proxy statements so furnished.

               (11) SEC Filings. Promptly upon the filing thereof, copies of all
               registration  statements and annual,  quarterly,  monthly and any
               other reports which Parent or any of its Subsidiaries  files with
               the Securities and Exchange Commission.

               (12) Other Information. From time to time such other information,
               data and documents concerning the Company,  Parent, OCP or OCC as
               the Bank may reasonably request."

     (e) Section 7.01 of the Agreement is amended as follows:

          (i)  Subsections  (b), (c), (d), (e), and (j) are amended by replacing
          the phrase "the  Company,  OCP, or OCC" with the phrase "the  Company,
          Parent, OCP, or OCC" each time it appears therein.

          (ii) Subsection (h) is amended by replacing the phrase "the Company or
          OCP" with the phrase "the Company, Parent, or OCP".

          (iii)  Subsection  (k) is amended and restated in its entirety to read
          as follows:

               "(k)  Restrictions on  Contributions.  (i) Parent shall create or
               suffer to exist (A) any restriction or limitation (contractual or
               otherwise)   on  the   right  or   ability   of  Parent  to  make
               contributions,  loans,  advances,  or  extensions  of credit,  or
               otherwise to transfer funds to or for the benefit of the Company;
               or (B) any Lien on Parent's rights, title, and interest under any
               subscription  agreement or other agreement between OCP and Parent
               whereby  OCP  subscribes  to stock or agrees to make any  capital
               contribution  or  loan to  Parent  or to the  Company,  including
               without  limitation,   Parent's  rights  against  OCP  and  OCP's
               obligations  to Parent in respect of the Legacy  Commitments  (as
               defined  in the  Danzer  Acquisition  Agreement);  (ii) OCP shall
               create  or  suffer to exist  (A) any  restriction  or  limitation
               (contractual  or  otherwise)  on the right or  ability  of OCP to
               perform its obligations under the Capital Contribution Agreement;
               or (B) any Lien on OCP's rights,  title,  and interest  under any
               subscription  agreement  or other  agreement  between OCP and any
               third  party  whereby  such third  party  subscribes  to purchase
               limited  partnership  interests  in or  agrees  to  make  capital
               contributions to OCP, other than the Provident Pledge  Agreement;
               or (iii) the total amount of credit and financial  accommodations
               extended by The Provident  Bank to OCP including all  commitments
               to lend) exceeds at any time the sum of $1,500,000.00."

     3. Reaffirmation of  Representations  and Warranties - No Event of Default.
To induce the Bank to enter into this First Amendment, (i) the Company makes and
reaffirms,  as of the date of this First Amendment,  each of the representations
and  warranties  contained in Section 3.01 of the  Agreement  and in each of the
other Loan Documents to which it is a party, as fully as if such representations
and warranties were stated hereto;  and (ii) the Company further  represents and
warrants  to the Bank that as of the date of this First  Amendment,  no Event of
Default or Unmatured Event of Default has occurred and is continuing.

     4. Conditions  Precedent.  This First Amendment shall become effective upon
the execution  and delivery by the Company and the Bank of this First  Amendment
and the Bank's receipt of the following,  each duly executed, dated, and in form
and substance satisfactory to the Bank:

     (a) The Capital  Contribution  Agreement  in the form of Exhibit A attached
     hereto, duly executed by OCP, Parent, and the Company.

     (b)  certificates  of the  Secretaries of the Company and Parent and of the
     Managing  Member of OCC (in its  capacity as general  partner of OCP),  (i)
     regarding all action taken by it to authorize the  execution,  delivery and
     performance  of  this  First  Amendment  and/or  the  Capital  Contribution
     Agreement,  including without limitation,  copies of resolutions adopted by
     their  respective   directors  or  managers,   and  if  applicable,   their
     shareholders  or members;  and (ii) setting out the incumbency and specimen
     signatures  of each of its  officers  who are  authorized  to  execute  and
     deliver this First Amendment and the Capital Contribution Agreement;

     (c) a copy  of  the  Articles  of  Incorporation  of  Parent,  as  amended,
     certified  by the  Secretary  of State of New York as of a current  date, a
     copy of the current By-Laws of Parent, certified as true and correct by its
     Secretary,  and copies of the amendments thereto to be proposed to Parent's
     shareholders pursuant to Section 11.1 of the Danzer Acquisition Agreement;

     (d) a full and complete copy of the executed Danzer  Acquisition  Agreement
     provided to the Bank, in form and substance acceptable to the Bank;

     (e) a copy of the Agreement of Limited Partnership Agreement of OCP and all
     amendments thereto, certified as true and correct by the Managing Member of
     OCC and in form and substance acceptable to the Bank;

     (f) a copy of the Stock  Pledge  Agreement  executed  by Parent in favor of
     SerVaas,  Inc. to secure the SerVaas Note, in form and substance acceptable
     to the Bank, and

     (h) Such other documents as the Bank may reasonably request.

     5. Consent.  Effective as of the First  Amendment  Effective Date, the Bank
consents  to the  acquisition  by  Parent  of 100% of the  capital  stock of the
Company in accordance with the terms of the Danzer  Acquisition  Agreement,  and
agree that such  acquisition  shall not constitute an Event of Default under the
Agreement.

     6. Prior  Agreements.  The Agreement,  as amended by this First  Amendment,
supersedes all previous  agreements and  commitments  made or issued by the Bank
with respect to the Loans and all other subjects of the Agreement, as amended by
this  First  Amendment,  including,  without  limitation,  any  oral or  written
proposals or commitments which may have been made or issued by the Bank.

     7. Costs,  Expenses and Taxes.  The Company shall pay or reimburse the Bank
on  demand  for all  reasonable  out-of-pocket  costs and  expenses  of the Bank
(including  reasonable  attorneys'  fees and legal  expenses)  incurred by it in
connection  with  the  preparation,  negotiation,  and  closing  of  this  First
Amendment.   All  obligations   provided  for  in  this  Section  shall  survive
termination of the Agreement.

     8. Reaffirmation.  Except as expressly amended by or pursuant to this First
Amendment,  all of the terms and  conditions  of the  Agreement  and each of the
other Loan Documents remain unmodified and in full force and effect.

     IN WITNESS  WHEREOF,  the  Company  and the Bank have  executed  this First
Amendment as of the 20th day of June, 2001.

                                   U.S. RUBBER RECLAIMING, INC.


                                   By:  /s/ Timothy S. Durham
                                   Name: Timothy S. Durham
                                   Title: Chairman


                                   BANK ONE, INDIANA, NATIONAL ASSOCIATION


                                   By: ________________________________
                                   Brandt J. Burdick, Vice President



<PAGE>



                                    EXHIBIT A

                         CAPITAL CONTRIBUTION AGREEMENT


     This CAPITAL  CONTRIBUTION  AGREEMENT  ("Agreement") is made as of the 20th
day of June,  2001,  by OBSIDIAN  CAPITAL  PARTNERS,  L.P.,  a Delaware  limited
partnership ("OCP"), DANZER CORPORATION, a New York corporation ("Danzer"), U.S.
RUBBER  RECLAIMING,   INC.,  an  Indiana  corporation  formerly  known  as  USRR
Acquisition Corp. ("Borrower"), and BANK ONE, INDIANA, NATIONAL ASSOCIATION (the
"Bank").


                                    Recitals

     1. The Bank and  Borrower  are parties to a Credit  Agreement,  dated as of
December 29, 2000 (as the same may  hereafter be amended  and/or  restated  from
time to time and at any time,  the  "Credit  Agreement"),  pursuant to which the
Bank has extended  credit to  Borrower.  Pursuant to the Credit  Agreement,  OCP
executed and delivered to the Bank a Capital Contribution Agreement, dated as of
December 29, 2000 (the `Original Agreement").

     2.  Pursuant  to  the  terms  of  an  Acquisition  Agreement  and  Plan  of
Reorganization  dated June _____, 2001, among Danzer,  Danzer Industries,  Inc.,
Pyramid Coach,  Inc.,  Champion  Trailer,  Inc., United  Acquisition,  Inc., the
Company,  OCP, and Timothy S. Durham, OCP intends to transfer all of the capital
stock of the  Borrower  owned by it to  Danzer  in  exchange  for  shares of the
capital  stock of  Danzer,  as a result  of which  the  Borrower  will  become a
wholly-owned subsidiary of Danzer.

     3. OCP and Danzer  each affirm by  execution  of this  Agreement  that they
desire that the Bank enter into the First Amendment to Credit Agreement, of even
date,  and continue to extend credit to the Borrower  under the Revolving  Loan,
Term  Loan  I,  Term  Loan  II and  Equipment  Loan as  provided  in the  Credit
Agreement.  OCP and Danzer further affirm that: (i) they have determined that it
is in the best interests of Borrower and financially  beneficial to Borrower for
Borrower to continue to obtain  credit from the Bank;  (ii) they have received a
copy of the Credit  Agreement and the other Loan Documents and are familiar with
the terms of the credit  extensions under and pursuant to the Credit  Agreement;
and (iii) they hereby request that the Bank consent to the transaction described
in  paragraph  2 above and  continue  to extend the Loans to  Borrower  and they
acknowledge  that their  execution and delivery of this Agreement is a condition
precedent to the effectiveness of the First Amendment to Credit Agreement, dated
June  ___,  2001,  between  the  Bank and  Borrower,  (the  "First  Amendment").
Agreement

     NOW,  THEREFORE,  in  consideration  of the premises and for other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged by each of the parties to this Agreement, it is agreed as follows:

     1.  Definitions.  Terms  used in this  Agreement  which are  defined in the
Credit  Agreement and which are not otherwise  defined in this  Agreement  shall
have the same  meanings in this  Agreement as are ascribed to them in the Credit
Agreement.  In  addition,  as used  herein the  following  terms  shall have the
following meanings:

          (a)  "Contribution  Event"  shall  mean a failure of  compliance  with
     Section 5.01(g)(2) of the Credit Agreement.

          (b) "Required  Cure Amount"  shall mean that amount  determined by the
     Bank to be  necessary to cure and remedy any  Contribution  Event which has
     occurred.

          (c)  "Request"  shall  have  the  meaning  ascribed  to  such  term in
     paragraph 2 of this Agreement.

          (d)  "Term"  shall  mean the  period  beginning  with the date of this
     Agreement and ending on November 30, 2006.

     2. Capital  Contribution.  Danzer  covenants and agrees that,  from time to
time upon the occurrence  during the Term of this Agreement of any  Contribution
Event and the subsequent  written  request by the Bank to Danzer  specifying the
Required Cure Amount for such Contribution Event ("Request"), Danzer will make a
capital  contribution  in cash to Borrower in such  Required  Cure  Amount.  OCP
covenants and agrees that, from time to time, if requested to do so by Danzer or
the Bank, it will make a capital  contribution  or loan in cash to Danzer in the
Required  Cure  Amount  pursuant  to a Request;  provided  that OCP shall not be
required  to make such a capital  contribution  or loan to the extent  that such
capital contribution or loan, when added to all other capital  contributions and
loans  made  by  OCP  to  Danzer  pursuant  to  this  Agreement,   would  exceed
$1,620,000.00.  (The  foregoing  limitation  does not in any  respect  limit the
obligations  of Danzer under the first sentence of this paragraph 2.) Danzer and
Borrower hereby  authorize and direct OCP, and OCP agrees with Bank, to disburse
the funds representing such capital contribution or loan directly to the Bank on
Danzer's  behalf and for the  account of  Borrower.  Danzer  agrees  that such a
disbursement  to the Bank shall  constitute  a capital  contribution  or loan to
Danzer  by OCP,  as fully as if the  funds had been  disbursed  to it  directly.
Borrower agrees that such a disbursement shall constitute a capital contribution
by  Danzer  to  Borrower,  as fully as if the  funds  had been  disbursed  to it
directly.

The foregoing covenants are for the independent benefit of the Bank and shall be
enforceable independently by the Bank without the participation or authorization
of Borrower or Danzer. All capital contributions made by Danzer pursuant to this
Agreement  will be made in respect of the  capital  stock of  Borrower  owned by
Danzer  and,  if  Borrower  declines  to do  so,  without  the  issuance  of any
additional shares of capital stock of Borrower.  All capital  contributions made
by Danzer  pursuant to this Agreement upon the issuance of a Request by the Bank
shall be made  within ten (10) days after the date of  delivery to Danzer of the
Request  for such  capital  contribution  payment,  and shall be made by payment
directly to the Bank for the account of  Borrower  by Danzer.  Immediately  upon
such capital contribution payment being received it shall be applied by Borrower
to the  Obligations in such order as the Bank may determine (or, if there are no
outstanding  balances  on the  Loans,  held as cash  collateral  in an  interest
bearing account under the Security Agreement).  Danzer or Borrower shall provide
such   confirmations  as  the  Bank  reasonably  may  require  of  each  capital
contribution  made pursuant to a Request promptly after making each such capital
contribution.   In  the  event  for  any  reason  this  Agreement  is  deemed  a
subscription by Danzer to make an additional  capital  contribution to Borrower,
Borrower  hereby  assigns  such  subscription  to the Bank as  security  for the
Obligations and agrees that such subscription is a general intangible subject to
the security interests of the Bank granted under the Security Agreement.

     3. Enforcement.  Each of OCP and Danzer agrees that its strict  performance
of this Agreement is necessary,  and substantial performance in good faith shall
not be  deemed  sufficient  performance.  Each of them  agrees  that its  strict
performance  of  this  Agreement  is of the  essence  of  this  undertaking  and
Agreement  and a  primary  basis  upon  which  the Bank is  executing  the First
Amendment. Therefore, each of OCP and Danzer hereby waives any and all defenses,
whether legal or  equitable,  which it might raise against the Bank with respect
to strict enforcement of this Agreement and each of its terms, and agrees to pay
to the Bank all reasonable costs and reasonable  attorneys' fees incurred by the
Bank in the enforcement of this Agreement after any default hereunder by it.

     4.  Notices.  Any Request or other notice to be given under this  Agreement
shall be in writing and shall be delivered by any method  permitted  for notices
under the terms of the Credit  Agreement and shall be addressed to the addresses
for the Bank and Borrower stated in the Credit  Agreement and for OCP and Danzer
to the address noted beneath its signature at the foot of this Agreement.

     5. Terms.

          (a) The  obligations  of OCP  and  Danzer  under  this  Agreement  are
     absolute,  continuing and unconditional and shall not be released,  abated,
     reduced,  terminated,  discharged,  waived  or  otherwise  affected  by any
     agreement or action of Borrower or any other  shareholder of Borrower or by
     any additional  capital  contribution  made to Borrower by OCP or Danzer or
     any other  Person  other than those  capital  contributions  which are made
     pursuant to a Request. Notwithstanding anything in this Agreement or any of
     the other Loan  Documents to the contrary,  the Bank shall not be obligated
     to elect  any other  remedy  before  making a  Request  and it shall not be
     obligated to make a Request before pursuing any other right or remedy under
     any of the Loan  Documents on or after the  occurrence of any  Contribution
     Event.  The Bank shall have the right,  power and authority at all times to
     exercise all of its rights and remedies at law or equity and under the Loan
     Documents without first exercising any of its rights or remedies under this
     Agreement.  This  Agreement  shall  remain in full force and  effect  until
     expiration of the Term.

          (b) The Bank may from time to time and  without  notice to or  consent
     from OCP or Danzer, and without affecting in any way the obligations of OCP
     or Danzer under this Agreement:  (i) obtain a security  interest or Lien in
     any  property of  Borrower or any other  Person to secure all or any of the
     Obligations;  (ii) obtain the primary or secondary  liability of any Person
     in  addition  to Borrower  with  respect to all or any of the  Obligations;
     (iii)  release or  compromise  the  liability  of any Person  primarily  or
     secondarily  liable  with  respect to all or any of the  Obligations;  (iv)
     release in whole or in part any security interest or Lien that the Bank now
     or hereafter may have to secure all or any of the Obligations; (v) increase
     or decrease  the maximum  amount of the  Obligations  which may be incurred
     under the Credit Agreement from time to time and at any time; (vi) amend or
     restate  at any time and from time to time the Credit  Agreement  or any of
     the other Loan Documents; or (vii) waive Events of Default under the Credit
     Agreement or any of the other Loan  Documents  from time to time and at any
     time.

     6.  Modification.  No  modification,  amendment,  or alleged waiver of this
Agreement  or any  provision  hereof will be binding upon the party sought to be
bound unless in writing and signed by such party or a duly authorized officer or
agent thereof

     7.  Waiver/Forbearance.  Notwithstanding  any  contrary  provision  in this
Agreement,  in the event the Bank  makes a  Request  for a capital  contribution
under this  Agreement and such capital  contribution  is timely made,  then such
capital  contribution  for all purposes under the Credit Agreement and the other
Loan  Documents  shall  be  deemed  to  have  been  made on the  date(s)  of the
occurrence of the Contribution Event or Contribution  Events which are the basis
for the Request. If a Request is made with respect to a Contribution Event which
may be remedied by the capital  contribution  identified in the Request,  and no
other Event of Default has occurred and is continuing, the Bank shall forbear in
the exercise of its right to accelerate the maturity of the  Obligations for the
ten (10) day period  during  which  Danzer is to make the  capital  contribution
which  is the  subject  of the  Request,  thereby  giving  Danzer  and  OCP  the
opportunity  to remedy the Event of Default or Unmatured  Event of Default which
is the Contribution  Event during such ten (10) day period.  Such forbearance by
the Bank shall not impair,  diminish or otherwise  affect any right or remedy of
the Bank,  including the Bank's right to refuse to make Advances while any Event
of Default is continuing,  and shall not constitute or give rise to a defense by
Borrower to any of the Obligations.

     8. Governing  Law. This Agreement and the  performance by the parties under
this Agreement shall be construed in accordance with and governed by the laws of
the State of Indiana.

     9.  Replacement  Agreement.  This  Agreement  replaces in full the Original
Agreement,  and the Original  Agreement shall be of no further force and effect,
and  shall no longer  be  binding  on the  parties  thereto  as of the date this
Agreement has been executed and delivered by all the parties hereto.

     IN WITNESS WHEREOF, this Agreement has been executed as of the _____ day of
June, 2001.

                           BANK ONE, INDIANA, NATIONAL ASSOCIATION

                           By: ______________________________________
                           Name:            Brandt J. Burdick
                           Title: Vice President


                           OBSIDIAN CAPITAL PARTNERS, L.P.,
                           By:      Obsidian Capital Company, LLC,
                                    its general partner

                           By: _______________________________
                           Name:______________________________
                           Title:_____________________________

                           Address for notices to OCP:
                           Suite 3680 Bank One Tower
                           111 Monument Circle
                           Indianapolis, Indiana 46204

                           DANZER CORPORATION


                           By: _______________________________
                           Name: _____________________________
                           Title: ____________________________

                           Address for notices to Danzer:

                           -----------------------------------

                           U.S. RUBBER RECLAIMING, INC.

                           By: _______________________________
                           Name: _____________________________
                           Title: ____________________________