$25,000,000

                             AMENDED AND RESTATED

                          LOAN AND SECURITY AGREEMENT

                         DATED AS OF DECEMBER 20, 1996

                                 BY AND AMONG

                             THE GRADALL COMPANY,

                                 AS BORROWER,

                           GRADALL INDUSTRIES, INC.


                            AS CORPORATE GUARANTOR,

                                      AND

                            HELLER FINANCIAL, INC.,

                            AS AGENT AND AS LENDER

                      THE CIT GROUP/BUSINESS CREDIT, INC.

                                      AND

                           BANK ONE COLUMBUS, N.A.,

                                  AS LENDERS




                               TABLE OF CONTENTS

                                                                          Page
                                                                          ----
<TABLE>
<CAPTION>

<S>    <C>                                                                               <C>

SECTION 1.  DEFINITION                                                                     1
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1.1    Certain Defined Terms                                                               1
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1.2    Accounting Terms                                                                   19
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1.3    Other Definitional Provisions                                                      19
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SECTION 2.  LOANS AND COLLATERAL                                                          20
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2.1    Revolving Loans                                                                    20
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2.2    Interest                                                                           26
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2.3    Fees                                                                               29
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2.4    Payments and Prepayments                                                           30
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2.5    Term of this Agreement                                                             31
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2.6    Statements                                                                         31
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2.7    Grant of Security Interest                                                         32
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2.8    Capital Adequacy and Other Adjustments                                             32
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2.9    Taxes                                                                              33
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2.10   Required Termination and Prepayment                                                34
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2.11   Optional Prepayment/Replacement of Agent or Lenders in Respect of Increased Costs  35
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2.12   Compensation                                                                       35
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2.13   Booking of LIBOR Rate Loans                                                        35
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2.14   Assumptions Concerning Funding of LIBOR Rate Loans                                 36
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SECTION 3.  CONDITIONS TO Revolving Loan                                                  36
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3.1(a) Conditions to Revolving Loans                                                      36
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3.1(b) Conditions to Effectiveness.  This amendment                                       37
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SECTION 4.  BORROWER'S REPRESENTATIONS AND WARRANTIES                                     38
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4.1    Organization, Powers, Capitalization                                               38
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4.2    Authorization of Borrowing, No Conflict                                            39
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4.3    Financial Condition                                                                39
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4.4    Indebtedness and Liabilities                                                       40
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4.5    Account Warranties                                                                 40
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4.6    Names                                                                              40
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4.7    Locations; FEIN                                                                    40
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4.8    Title to Properties; Liens                                                         40
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4.9    Litigation; Adverse Facts                                                          40
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4.10   Payment of Taxes                                                                   41
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4.11   Performance of Agreements                                                          41
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4.12   Employee Benefit Plans                                                             41
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4.13   Intellectual Property                                                              41
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4.14   Broker's Fees                                                                      41
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4.15   Environmental Compliance                                                           41
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4.16   Solvency                                                                           42
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4.17   Disclosure                                                                         42
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4.18   Insurance                                                                          42
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4.19   Compliance with Laws                                                               42
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4.20   Bank Accounts                                                                      42
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4.21   Subsidiaries                                                                       43
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4.22   Employee Matters                                                                   43
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4.23   Governmental Regulation                                                            43
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SECTION 5.  AFFIRMATIVE COVENANTS                                                         43
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5.1    Financial Statements and Other Reports                                             43
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[Omitted].                                                                                44
5.2    Access to Accountants                                                              47
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5.3    Inspection                                                                         48
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5.4    Collateral Records                                                                 48
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5.5    Account Covenants; Verification                                                    48
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5.6    Collection of Accounts and Payments                                                48
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5.7    Endorsement                                                                        49
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5.8    Corporate Existence                                                                49
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5.9    Payment of Taxes                                                                   49
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5.10   Maintenance of Properties; Insurance                                               50
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5.11   Compliance with Laws                                                               50
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5.12   Further Assurances                                                                 50
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5.13   Collateral Locations                                                               50
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5.14   Bailees                                                                            50
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5.15   Omitted.                                                                           51
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5.16   Use of Proceeds and Margin Security                                                51
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5.17   Additional Subsidiaries.                                                           51
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5.18   Inventory Reporting.                                                               52
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SECTION 6.  FINANCIAL COVENANTS                                                           52
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6.1    Liabilities to Tangible Net Worth Ratio                                            52
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6.2    Tangible Net Worth.                                                                52
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6.4    Omitted                                                                            53
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6.5    Capital Expenditure Limits                                                         53
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6.6    Fixed Charge Coverage                                                              53
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SECTION 7.  NEGATIVE COVENANTS                                                            53
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7.1    Indebtedness and Liabilities                                                       53
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7.2    Guaranties                                                                         54
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7.3    Transfers, Liens and Related Matters                                               54
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7.4    Investments and Loans                                                              55
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7.5    Restricted Junior Payments                                                         56
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7.6    Restriction on Fundamental Changes                                                 56
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7.7    Omitted                                                                            56
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7.8    Transactions with Affiliates                                                       56
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7.9    Environmental Liabilities                                                          57
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7.10   Conduct of Business                                                                57
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7.11   Compliance with ERISA                                                              57
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7.12   Tax Consolidations                                                                 57
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7.13   Subsidiaries                                                                       58
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7.14   Fiscal Year                                                                        58
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7.15   Press Release; Public Offering Materials                                           58
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7.16   Bank Accounts                                                                      58
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SECTION 8.  DEFAULT, RIGHTS AND REMEDIES                                                  58
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8.1    Event of Default                                                                   58
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8.2    Suspension of Revolving Loan Commitments                                           60
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8.3    Acceleration                                                                       61
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8.4    Remedies                                                                           61
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8.5    Appointment of Attorney-in-Fact                                                    62
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8.6    Limitation on Duty of Agent with Respect to Collateral                             62
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8.7    Application of Proceeds                                                            62
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8.8    License of Intellectual Property                                                   63
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8.9    Waivers, Non-Exclusive Remedies                                                    63
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SECTION 9.  ASSIGNMENT AND PARTICIPATION                                                  63
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9.1    Assignments and Participations in Revolving Loans                                  63
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9.2    Agent                                                                              64
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9.3    Consents                                                                           68
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9.4    Set Off and Sharing of Payments                                                    69
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9.5    Disbursement of Funds                                                              69
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9.6    Settlements, Payments and Information                                              70
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9.7    Dissemination of Information                                                       71
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9.8    Discretionary Advances                                                             71
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SECTION 10.  MISCELLANEOUS                                                                72
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10.1   Expenses and Attorneys' Fees                                                       72
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10.2   Indemnity                                                                          72
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10.3   Amendments and Waivers                                                             73
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10.4   Notices                                                                            74
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10.5   Survival of Warranties and Certain Agreements                                      76
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10.6   Indulgence Not Waiver                                                              76
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10.7   Marshaling; Payments Set Aside                                                     76
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10.8   Entire Agreement                                                                   77
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10.9   Independence of Covenants                                                          77
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10.10  Severability                                                                       77
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10.11  Lenders' Obligations Several; Independent Nature of Lenders' Rights                77
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10.12  Headings                                                                           77
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10.13  APPLICABLE LAW                                                                     77
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10.14  Successors and Assigns                                                             78
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10.15  No Fiduciary Relationship; Limitation of Liabilities                               78
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10.16  CONSENT TO JURISDICTION                                                            78
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10.17  WAIVER OF JURY TRIAL                                                               78
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10.18  Construction                                                                       79
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10.19  Counterparts; Effectiveness                                                        79
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10.20  No Duty                                                                            79
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10.21  Confidentiality                                                                    79
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10.22  Schedules and Exhibits.                                                            79
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</TABLE>

<PAGE>

Schedules  and  Exhibits
------------------------

Exhibit  1           Stock  ownership
Exhibit  2           Assignment  of  Contract  as Collateral Security
Exhibit  3           Consent  to  assignment  of  contract
Exhibit  4           Borrowing  Base  Certificate
Exhibit  5           Closing  Certificate
Exhibit  6           Compliance  Certificate
Exhibit  7           Corporate Guaranty of each of GII, GIC and each of
                     Borrower's  Subsidiaries
Exhibit  8           Inventory  Report
Exhibit  9           Lender  Addition  Agreement
Exhibit  10          Security Agreement and Mortgage - Trademarks, Patents
                     and Copyrights, together with corresponding assignments
Exhibit  11          Reconciliation  Report
Exhibit  12          Revolving  Notes
Exhibit  13          Subordination  Agreement
Exhibit  14          Omitted
Exhibit  15          Notice  of  Borrowing
Schedule  1.1(A)     Mortgaged  Property
Schedule  1.1(B)     Liens  (Permitted  Encumbrances)
Schedule  1.1(C)     Pro  Forma
Schedule  3.1(a)     Closing  Deliveries
Schedule  3.1(b)(F)  Documents  required for Amendment and Restatement
Schedule  4.1(B)     Authorized  Capital  Stock  of  Loan  Parties
Schedule  4.6        Names  of  Borrower
Schedule  4.7        Locations  of  Collateral
Schedule  4.12       Post-Retirement  Benefits
Schedule  4.13       Intellectual  Property
Schedule  4.20       Bank  account  information
Schedule  4.21       Subsidiaries
Schedule  4.22       Employment  Matters
Schedule  5.20(a)    Foreign  Patents  and  Trademarks
Schedule  5.20(b)    Certain  Liens
Schedule  7.1(f)     Existing  Indebtedness
Schedule  7.2        Existing  Guaranties
Schedule  7.4        Existing  Investments
Schedule  7.8         Transactions  with  Affiliates


     AMENDED  AND  RESTATED  LOAN  AND  SECURITY  AGREEMENT

          This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of
December  20,  1996  and  entered  into  among  THE  GRADALL  COMPANY, an Ohio
corporation  ("Borrower"),  with  its  principal place of business at 406 Mill
Avenue  S.W.,  New  Philadelphia,  Ohio  44663,  GRADALL  INDUSTRIES,  INC., a
Delaware corporation ("GII") (formerly known as ICM Industries, Inc.) with its
principal  place  of  business at 406 Mill Avenue S.W., New Philadelphia, Ohio
44663,  the  financial  institutions  listed on the signature pages hereof and
their  respective  successors  and  assigns  (each individually a "Lender" and
collectively "Lenders") and HELLER FINANCIAL, INC., a Delaware corporation (in
its  individual capacity, "Heller"), with offices at 500 West Monroe, Chicago,
Illinois    60661  for itself as a Lender and as Agent.  All capitalized terms
used  herein  are  defined  in  Section  1  of  this  Agreement.

          WHEREAS, Borrower, GII, the Lenders and Heller are parties to a Loan
and  Security  Agreement,  dated as of October 13, 1995, as heretofore amended
(the  "Original  Loan  and  Security  Agreement");

          WHEREAS,  GRADALL  INVESTMENT COMPANY, an original party to the Loan
and  Security  Agreement,  has  merged  with  and into GII, with GII being the
surviving  corporation;

          WHEREAS,  the  parties  to  the Original Loan and Security Agreement
wish  to  amend  and  restate  the Original Loan and Security Agreement as set
forth  herein and in order to provide a revolving credit facility to Borrower.

          NOW, THEREFORE, in consideration of the premises and the agreements,
provisions  and  covenants  herein contained, Borrower, Agent, GII and Lenders
agree  that  the  Original  Loan  and  Security  Agreement (including, without
limitation,  the  exhibits  and  schedules  thereto)  is,  subject  to  the
satisfaction  of  the  conditions  set  forth  in  Section 3.1(b), amended and
restated  in  its  entirety  by  this  Agreement.

SECTION  1.          DEFINITION.
                     ----------

          1.1          Certain  Defined Terms.     Certain Defined Terms.  The
                       ----------------------
following  terms  used  in  this  Agreement shall have the following meanings:

     "Accounts"  means,  all  "accounts"  (as  defined  in  the UCC), accounts
receivable,  contract  rights and general intangibles relating thereto, notes,
drafts  and other forms of obligations owed to or owned by Borrower arising or
resulting  from  the  sale  of  goods  or  the  rendering  of  services.

     "Acquisition Covenant Compliance" means that (1) as of the end of each of
the  four  consecutive Rolling Periods ending on or most recently prior to the
consummation  of  (x)  an  acquisition which is otherwise a Permitted Recourse
Acquisition,  (y)  the incurrence of Indebtedness subject to subsection 7.1(c)
or  (z) a Business Disposition, as applicable, the Parent Group, on a Combined
Pro  Forma  Basis  in the case an acquisition or Business Disposition, and the
Parent  Group  not  on a Combined Pro Forma Basis in all cases, shall have for
each  of  such  Rolling Periods (i) Fixed Charge Coverage of at least 1.5 to 1
and (ii) Senior Debt to Operating Cash Flow of not more than 3.0 to 1, and (2)
(I)  after  giving  effect  to  the  consummation  of  any  such  acquisition,
incurrence  or  Business Disposition, the Borrowing Availability (as evidenced
by  the delivery of daily Borrowing Base Certificates) on a Combined Pro Forma
Basis  in  the case of any such Business Disposition and not on a Combined Pro
Forma Basis in the case of any such acquisition or incurrence, shall have been
not  less than $3,000,000 for each of the sixty consecutive days prior to such
consummation,  and  (II)  in  the  case of any such acquisition, incurrence or
Business  Disposition,  the  Approved  Projections  shall  demonstrate  that
Borrowing  Availability (on a Combined Pro Forma Basis in the case of any such
acquisition  or Business Disposition), shall be not less than $3,000,000 as of
the last day of each of the three full calendar months next following the date
of  such  consummation.

     "Affiliate"  means  any Person (other than Agent or Lender): (a) directly
or  indirectly  controlling,  control-led  by,  or  under common control with,
Borrower;  (b)  directly  or indirectly owning or holding five percent (5%) or
more  of  any equity interest in Borrower; or (c) five percent (5%) or more of
whose voting stock or other equity interest is directly or indirectly owned or
held  by Borrower.  For purposes of this definition, "control" (including with
correlative  meanings,  the  terms "control-ling", "con-trolled by" and "under
common control with") means the possession directly or indirectly of the power
to  direct  or cause the direction of the management and policies of a Person,
whether  through  the  ownership  of  voting  securities  or  by  contract  or
otherwise.

     "Agent"  means  Heller in its capacity as agent for the Lenders under the
Loan  Documents  and  any  successor  in  such  capacity appointed pursuant to
subsection  9.1.

     "Agent's  Account"  means  ABA  No.  0710-0001-3, Account No. 55-35158 at
First  National Bank of Chicago, One First National Plaza, Chicago, IL  60670,
Reference:  Heller  Business  Credit  for  the benefit of The Gradall Company.

     "Agent's  Depository  Account"  has  the meaning assigned to that term in
subsection  5.6.

     "Agreement"  means this Loan and Security Agreement as it may be amended,
supplemented  or  otherwise  modified  from  time  to  time.

     "Applicable  Base Rate Margin" means with respect to each Base Rate Loan,
the  following  percentage  points:    (A)  prior  to  the Closing Date, three
quarters  of  one  percentage  point (.75%) and (B) from and after the Closing
Date,  (a) until the date of consummation of a Permitted Recourse Acquisition,
a  negative  one half percentage point (-.50%), and (b) thereafter, (i) in the
event  that  the  Borrower shall have delivered Quarterly Financial Statements
first  due  after  such  consummation  in  a  timely manner in accordance with
subsection  5.1(A),  the percentage points set forth below each of which shall
be applicable from the date of delivery of such Quarterly Financial Statements
in accordance with subsection 5.1(A) (or failure thereof), and shall remain in
effect  until  the  earlier  of (x) the timely delivery of Quarterly Financial
Statements  for  the  immediately succeeding fiscal quarter in accordance with
subsection  5.1(A)  (in  which  case, the Applicable Base Rate Margin shall be
determined  based  on such newly delivered Quarterly Financial Statements ) or
(y) in the absence of such timely delivery, the date immediately following the
date  on  which  such  Quarterly Financial Statements are due under subsection
5.1(A),  in  which  case, the Applicable Base Rate Margin shall be one half of
one  percentage  point (.5%) (subject to a timely future delivery of Quarterly
Financial  Statements as described in (x) above) or (ii) in the event that the
Borrower shall have failed to deliver Quarterly Financial Statements first due
after  such  consummation, .5% which shall be applicable until timely delivery
of  Quarterly  Financial  Statements  under  subsection  5.1(A) and thereafter
clause  (i)  above  shall  apply):    if  such  Quarterly Financial Statements
indicate  that  Interest  Adjustment Ratios and Average Borrowing Availability
are  at:  (w) Level I  or Level II - the Applicable Base Rate Margin is  -.50%
(negative  .5%)  or  (x) Level III  - the Applicable Base Rate Margin is .50%.

     "Applicable  LIBOR  Rate  Margin"  means  with respect to each LIBOR Rate
Loan, the following percentage points:  (A) prior to the Closing Date, two and
three  quarters  percentage  prints (2.75%) and (B) from and after the Closing
Date,  (a) until the date of consummation of a Permitted Recourse Acquisition,
one  percentage  point  (1.00%)  and (b) thereafter, (i) in the event that the
Borrower  shall  have delivered Quarterly Financial Statements first due after
such consummation in a timely manner in accordance with subsection 5.1(A), the
percentage  points  set forth below each of which shall be applicable from the
date  of  delivery  of  such Quarterly Financial Statements in accordance with
subsection  5.1(A)  (or failure thereof), and shall remain in effect until the
earlier  of  (x) the timely delivery of Quarterly Financial Statements for the
immediately succeeding fiscal quarter in accordance with subsection 5.1(A) (in
which case, the Applicable LIBOR Rate Margin shall be determined based on such
newly delivered Quarterly Financial Statements ) or (y) in the absence of such
timely  delivery,  the  date  immediately  following  the  date  on which such
Quarterly Financial Statements are due under subsection 5.1(A), in which case,
the  Applicable  LIBOR  Rate  Margin  shall  be  two percentage points (2.00%)
(subject  to  a  timely  future  delivery of Quarterly Financial Statements as
described  in  (x)  above)  or  (ii) in the event that the Borrower shall have
failed  to  deliver  Quarterly  Financial  Statements  first  due  after  such
consummation,  2.00%  which  shall  be  applicable  until  timely  delivery of
Quarterly  Financial  Statements under subsection 5.1(A) and thereafter clause
(i)  above  shall  apply)  ; provided, that if an adjustment in the Applicable
LIBOR  Rate  Margin  for any LIBOR Rate Loan would otherwise be made during an
Interest  Period,  such  adjustment  shall  be  postponed (with no retroactive
effect)  until  the  first  day  of the immediately succeeding Interest Period
therefor  (assuming  such LIBOR Rate Loan is renewed in whole or in part):  if
such  Quarterly  Financial Statements indicate that Interest Adjustment Ratios
and  Average Borrowing Availability are at: (x) Level I - the Applicable LIBOR
Rate  Margin  is  1.00%;  (y)  Level II  - the Applicable LIBOR Rate Margin is
1.50%;  or  (z)  Level  III  -  the  Applicable  LIBOR  Rate  Margin  is 2.00.

     "Approved  Projections"  means,  for  any  period  in  respect  of  any
acquisition, Business Disposition, incurrence of Indebtedness under subsection
7.1(c)  or dividend under subsection 7.5(d), projections for the Parent Group,
after  giving  effect to such acquisition, Business Disposition or incurrence,
for  such  period, in form and substance reasonably satisfactory to the Agent.

     "Asset  Disposition"  means  the  disposition,  whether  by  sale, lease,
transfer,  loss, damage, destruction, condemnation or otherwise, of any or all
of  the  assets  of  Borrower  or  any of its Subsidiaries other than sales of
Inventory  in  the  ordinary  course  of  business.

     "Assignment  of  Contract"  means  (i)  the  Assignment  of  Contracts as
Collateral Security, dated October 13, 1995, by Borrower, GIC and GII in favor
of  the  Agent  for  the  benefit of the Lenders, and (ii) the consent to such
assignment  by  David  T.  Shelby  ("Shelby")  and  Jack  D.  Rutherford
("Rutherford").

     "Bank Letters of Credit" means letters of credit issued by a bank for the
account  of  Borrower  and  supported  by  a  Risk  Participation  Agreement.

     "Bank One Letter Agreement" means the letter agreement, dated October 11,
1995, among Bank One, Columbus, N.A., the Agent and the Borrower regarding the
pay-off of indebtedness owing to Bank One, Columbus, N.A. and related matters.

     "Base  Rate"  means  a  variable  rate of interest per annum equal to the
higher of (a) the rate of interest from time to time published by the Board of
Governors  of  the  Federal  Reserve  System  as the "Bank Prime Loan" rate in
Federal  Reserve  Statistical  Release  H.15(519)  entitled "Selected Interest
Rates"  or  any  successor publication of the Federal Reserve System reporting
the  Bank  Prime  Loan  rate  or  its  equivalent,  or  (b)  the Federal Funds
Effec-tive  Rate.    The statistical release generally sets forth a Bank Prime
Loan  rate  for each Business Day.  In the event the Board of Governors of the
Federal  Reserve  System  ceases  to  publish  a  Bank  Prime Loan rate or its
equivalent,  the  term  "Base Rate" shall mean a variable rate of interest per
annum equal to the highest of the "prime rate", "reference rate", "base rate",
or  other  similar  rate  announced  from time to time by any of Bankers Trust
Company or The Chase Manhattan Bank (or their respective successors) (with the
understanding  that  any  such rate may merely be a reference rate and may not
necessarily represent the lowest or best rate actually charged to any customer
by  any  such  bank).

     "Base  Rate  Loan"  means at any time that portion of the Revolving Loans
bearing  interest  at  rates  determined by reference to the Base Rate at such
time.

     "Base  Rate  Revolving  Loan"  means  at  any  time  that  portion of the
Revolving  Loan  bearing interest at rates determined by reference to the Base
Rate  at  such  time.

     "Blocked  Accounts"  has  the meaning assigned to that term in subsection
5.6.

     "Borrower"  has the meaning assigned to that term in the preamble to this
Agreement.

     "Borrowing  Availability" shall mean, at any time, the amount, if any, by
which  the  Maximum  Revolving  Loan  Amount exceeds the outstanding principal
balance  of  the  Revolving  Loan  at  such  time.

     "Borrowing  Base"  has  the  meaning  assigned to that term in subsection
2.1(B).

     "Borrowing  Base Certificate" means a certificate and assignment schedule
duly  executed  by  an  officer  of  Borrower  appropriately  completed and in
substantially  the  form  of  Exhibit  4  hereto.

     "Business Day" means any day excluding Saturday, Sunday and any day which
is  a  legal  holiday  under the laws of the States of Illinois, Pennsylvania,
Ohio or New York or for the purposes of LIBOR Rate Loans only, London, England
or  is  a day on which banking institu-tions located in any such state or city
are  closed.

     "Business  Disposition"  means an Asset Disposition constituting the sale
or other transfer of all or any portion of the capital stock of any Subsidiary
of  the  Borrower  or  Parent  or  of  assets  of  any  member of Parent Group
comprising,  in  the  opinion  of  the  Agent,  a  business  unit.

     "Capital Expenditures" means all amounts (including deposits) expended or
capitalized  for  or  with respect to any fixed assets or improvements, or for
replacements,  substitutions or additions thereto, which have a useful life of
more  than  one  year,  including  the  direct or indirect acquisition of such
assets  by  way  of  increased  product  or  service  charges, offset items or
otherwise (excluding amounts expended under or with respect to Capital Leases,
but  including  cash  down payments for assets acquired under Capital Leases).

     "Capital  Lease"  means any lease of any property (whether real, personal
or  mixed) that, in conformity with GAAP, should be accounted for as a capital
lease.

     "Cash  Equivalents"  means:  (a)  marketable direct obligations issued or
unconditionally  guarantied  by  the United States Government or issued by any
agency  thereof  and backed by the full faith and credit of the United States,
in  each  case  maturing  within  six  (6) months from the date of acquisition
thereof;  (b)  commercial  paper maturing no more than six (6) months from the
date  issued  and, at the time of acquisition, having a rating of at least A-1
from  Standard  &  Poor's  Corporation  or at least P-1 from Moody's Investors
Service,  Inc.;  and  (c)  certificates  of  deposit  or  bankers' acceptances
maturing within six (6) months from the date of issuance thereof issued by, or
overnight  reverse  repurchase  agreements from, any commercial bank organized
under  the  laws  of the United States of America or any state thereof or  the
District  of  Columbia  having  combined  capital and surplus of not less than
$250,000,000  and  not  subject  to  setoff  rights  in  favor  of  such bank.

     "Change  of Control" means that any of the following shall have occurred:

     (a)  GII shall cease to own and control, beneficially and of record, 100%
of  the  issued  and  outstanding  shares  of  capital  stock of the Borrower;

     (b)    Investor  shall cease to own and control at least 40% of the fully
diluted voting power represented by capital stock and other securities of GII,
or  shall  cease  to  have  the  power  to  appoint a majority of the Board of
Directors  of  GII  or  shall  cease  to have the power to direct or cause the
direction  of  the  management  and  policies  of  GII;  or

     (d)    any  person  or  group  (within  the meaning of sections 13(d) and
14(d)(2)  of  the  Securities and Exchange Act of 1934, as amended) other than
Investor shall acquire a greater percentage of the  fully diluted voting power
represented  by  capital stock and other securities of GII than that owned and
controlled  by  Investor.

     "Closing  Certificate"  means  a  certificate  duly executed by the chief
executive  officer  or  chief  finan-cial  officer  of  Borrower appropriately
completed  and  in  substantially  the  form  of  Exhibit  5  hereto.

     "Closing  Date"  means the date and time that the conditions set forth in
Section 3.1(b) are satisfied, or with the prior written consent of the Lenders
and  the  Agent,  waived.

     "Collateral"  has  the  meaning  assigned to that term in subsection 2.7.

     "Collecting  Banks"  has  the meaning assigned to that term in subsection
5.6.

     "Combined  Pro  Forma  Basis"  means,  for  any  period in respect of any
acquisition  or  Business  Disposition, including or excluding, as applicable,
the  Person,  assets or business to be acquired or disposed or, as applicable,
in  such  acquisition  or  Business Disposition, in the consolidated financial
statements  of  the  Restricted Parent Group in accordance with GAAP, and in a
manner  reasonably  acceptable  to  the  Agent.

     "Compliance  Certificate"  means a certificate duly executed by the chief
executive  officer  or  chief  finan-cial  officer  of  Borrower appropriately
completed  and  in  substantially  the  form  of  Exhibit  6  hereto.

     "Corporate  Guarantor"  means  each  Person  who  executes and delivers a
Corporate  Guaranty.

     "Corporate  Guaranty"  means  each continuing Guaranty by GII and each of
Borrower's  present  and  future Subsidiaries (other than FSC), in the form of
Exhibit  7,  as amended, restated, supplemented or modified from time to time.

     "Default"  means a condition or event that, after notice or lapse of time
or  both, would constitute an Event of Default if that condition or event were
not  cured  or  removed  within  any  applicable  grace  or  cure  period.

     "Default  Rate"  has the meaning assigned to that term in subsection 2.2.

     "EBITDA"  means,  for  any  period, without duplication, the total of the
following  for  Restricted  Parent  Group  -on  a  consolidated  basis,  each
calculated  for  such  period:    (1) net income determined in accordance with
GAAP;  plus,  to the extent included in the calculation of net income, (2) the
       ----
sum of (a) income and franchise taxes paid or accrued;  (b) Interest Expenses,
net  of  interest  income,  paid  or  accrued;  (c) interest paid in kind; (d)
amortization  and  depreciation  and  (e)  other  non-cash  charges (excluding
accruals  for cash expenses made in the ordinary course of business); less, to
                                                                      ----
the  extent  included in the calculation of net income, (3) the sum of (a) the
income  of  any Person (other than any Purchasing Subsidiary or any Subsidiary
thereof  or any wholly-owned Subsidiary of GII) in which GII or a wholly owned
Subsidiary  of GII has an ownership interest unless such income is received by
GII  or  such  wholly-owned  Subsidiary  in  a cash distribution; (b) gains or
losses from sales or other dispositions of assets (other than Inventory in the
normal  course of business); and (c) extraordinary or non-recurring gains, but
not  net  of  extraordinary  or  non-recurring  "cash"  losses.

     "Eligible  Accounts"  has the meaning assigned to that term in subsection
2.1(B).

     "Eligible  Inventory" has the meaning assigned to that term in subsection
2.1(B).

     "Employee  Benefit  Plan"  means  any  employee  benefit  plan within the
meaning  of Section 3(3) of ERISA which (a) is maintained for employees of any
member  of  Parent  Group or any ERISA Affiliate or (b) has at any time within
the preceding six (6) years been maintained for the employees of any member of
Parent  Group  or  any  current  or  former  ERISA  Affil-iate.

     "Environmental  Claims"  means  claims,  liabilities,  investigations,
litigation,  administrative  proceedings,  judgments  or  orders  relating  to
Hazardous  Materials  or  arising  under  Environmental  Laws.

     "Environmental  Laws" means any present or future federal, state or local
law,  rule,  regulation or order relating to pollution, waste, disposal or the
protection  of  human  health  or  safety,  plant life or animal life, natural
resources  or  the  environment.

     "Equipment"  means  all  "equipment" (as defined in the UCC), includ-ing,
without  limitation, all machinery, motor vehicles, trucks, trailers, vessels,
aircraft  and  rolling  stock  and  all  parts  thereof  and all additions and
accessions  thereto  and  replacements  therefor.

     "ERISA"  means  the  Employee  Retirement Income Security Act of 1974, as
amended  from  time  to  time,  and  any  successor  statute and all rules and
regulations  promulgated  thereunder.

     "ERISA  Affiliate", as applied to any of GII, Borrower, any Subsidiary of
Borrower,  means  any  Person  who  together  with  any  of GII, Borrower, any
Subsidiary  of  Borrower is treated as a single employer within the meaning of
Section  414(b),  (c),  (m)  or  (o)  of  the  IRC.

     "Event  of Default" means each of the events set forth in subsection 8.1.

     "Federal  Funds  Effective Rate" means, for any day, the weighted average
of  the  rates  on  overnight  Federal  funds transactions with members of the
Federal  Reserve System arranged by Federal funds brokers, as published on the
immediately following Business Day by the Federal Reserve Bank of New York or,
if  such  rate  is  not  pub-lished  for  any Business Day, the average of the
quota-tions for the day of the requested Revolving Loan received by Agent from
three  Federal  funds  brokers  of  recognized  standing  selected  by  Agent.

     "Fiscal  Year"  means  each twelve month period ending on the last day of
December  in  each  year.

     "Fixed  Charge  Coverage"  means,  for  any  period,  Operating Cash Flow
divided  by  Fixed  Charges.

     "Fixed  Charges"  means,  for  any  period,  and each calculated for such
period  (without  duplication),  (a)  Interest Expenses paid or accrued by the
Restricted Parent Group; plus (b) scheduled payments of principal with respect
                         ----
to all Indebtedness of the Restricted Parent Group; plus (c) any provision for
                                                    ----
(to  the  extent  it  is  greater  than zero) income or franchise taxes of the
Restricted Parent Group included in the determination of net income, excluding
any  provision for deferred taxes; plus (d) Restricted Junior Payments made in
                                   ----
cash  by  the Restricted Parent Group to the extent permitted under subsection
7.5(b);  plus (e) deferred taxes accrued by the Restricted Parent Group in any
prior  period.

     "FSC" means The Gradall Company FSC, Inc., a United States Virgin Islands
corporation.

     "Funding  Date"  means  the  date  of each funding of a Revolving Loan or
issuance  of  a  Lender  Letter  of  Credit.

     "GAAP"  means  generally accepted accounting prin-ciples set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the  Financial  Accounting  Standards  Board  that  are  applicable  to  the
circumstances  as  of  the  date  of  determination.

     "Hazardous  Material"  means all or any of the following: (a)  substances
that  are  defined  or  listed  in,  or  otherwise classified pursuant to, any
Environmental  Laws  or  regulations  as  "hazardous  substances",  "hazardous
materials",  "hazardous  wastes",  "toxic substances" or any other formulation
intended  to  define,  list  or  classify  substances by reason of deleterious
properties  such  as ignitability, corrosivity, reactivity, carcinogenicity or
toxicity;  (b)  oil,  petro-leum or petroleum derived substances, natural gas,
natural  gas liquids or synthetic gas and drilling fluids, produced waters and
other  wastes  associated  with  the exploration, development or production of
crude  oil,  natural gas or geothermal resources; (c) any flammable substances
or  explosives  or  any radioactive materials; and (d) asbestos in any form or
electrical  equipment  which  contains  any oil or dielectric fluid containing
levels  of  polychlorinated  biphenyls  in  excess of fifty parts per million.

     "Indebtedness",  as applied to any Person, means without duplication: (a)
all  indebtedness  for  borrowed  money; (b) obligations under leases which in
accordance  with  GAAP constitute Capital Leases; (c) notes payable and drafts
accepted  representing  extensions  of  credit  whether  or  not  representing
obligations for borrowed money; (d) any obligation owed for all or any part of
the  deferred  purchase price of property or services if the purchase price is
due  more  than  six  months  from  the  date the obligation is incurred or is
evidenced by a note or similar written instrument; and (e) all indebtedness of
the  type  described  in clauses (a) through (d) of this definition secured by
any  Lien  on any property or asset owned or held by that Person regardless of
whether  the  indebted-ness  secured  thereby  shall have been assumed by that
Person  or  is  nonrecourse  to  the  credit  of  that  Person.

     "Initial  Public  Offering"  shall  mean  the  public  offering by GII of
2,950,000  of its common shares, par value $.001 per share as described in the
Prospectus  filed  by  GII  with  the  United  States  Securities and Exchange
Commission  as part of Registration File No. 333-06777 and in consideration of
which  GII  received,  net  of  expenses  and  underwriters'  commissions,
$26,929,000.

     "Intangible Assets" means all intangible assets (determined in conformity
with  GAAP)  including, without limitation, goodwill, trademarks, trade names,
licenses,  organizational  costs, deferred amounts, covenants not to complete,
unearned  income  and  restricted  funds.

     "Intellectual  Property"  means  all present and future designs, patents,
patent  rights  and  applications  therefor,  trademarks  and registrations or
applications  therefor,  trade  names,  inventions,  copy-rights  and  all
applications  and  registrations  therefor,  software  or  computer  programs,
license  rights,  trade  secrets,  methods,  processes,  know-how,  drawings,
specifi-cations,  descriptions,  and  all  memoranda,  notes  and records with
respect  to  any  research  and  development,  whether  now owned or hereafter
acquired,  all goodwill associated with any of  the foregoing, and proceeds of
all  of  the  foregoing,  including, without limitation, proceeds of insurance
policies  thereon.

     "Interest  Adjustment  Ratios" mean, as of the end of any fiscal quarter,
Senior  Debt  to Operating Cash Flow for the Rolling Period ending on the last
day  of  such  fiscal quarter and Fixed Charge Coverage for the Rolling Period
ending  on  the  last  day  of  such  fiscal  quarter.

     "Interest  Expenses"  means,  without  duplication,  for  any period, the
following,  for  the Restricted Parent Group -each calculated for such period:
interest  expenses  deducted in the determination of net income (excluding (i)
the  amortization  or  write  off  of  fees  and  costs  with  respect  to the
transactions  contemplated  hereunder  on the Original Closing Date which have
been  capitalized  as transaction costs; (ii) the amortization or write off of
other  fees  and  costs  paid prior to the Original Closing Date in respect of
transactions  consummated  prior  to the Original Closing Date, which fees and
expenses  had  previously  been capitalized, and (iii) interest paid in kind).

     "Interest  Period"  has  the  meaning assigned to that term in subsection
2.2(B).

     "Interest  Rate"  has  the  meaning  assigned  to that term in subsection
2.2(A).

     "Inventory"  means  all  "inventory"  (as defined in the UCC), including,
without  limitation,  finished goods, raw materials, work in process and other
materials and supplies used or consumed in a Person's business and goods which
are  returned  or  repossessed.

     "Inventory Report" means a report duly executed by an officer of Borrower
appropriately  completed  and  in  substantially  the  form  of  Exhibit  8.

     "Investor"  means  MLGA  Fund  II,  L.P., a Delaware limited partnership.

     "IRC"  means  the  Internal Revenue Code of 1986, as amended from time to
time,  and  any  successor  statute  and all rules and regulations promulgated
thereunder.

     "Lender"  or  "Lenders"  has  the  meaning  assigned  to that term in the
preamble  to  this  Agreement.

     "Lender  Addition Agreement" means an agreement among Agent, a Lender and
such  Lender's assignee regarding their respective rights and obligations with
respect  to assignments of the Revolving Loans, the Revolving Loan Commitments
and  other  interests  under  this  Agreement  and  the  other  Loan Documents
substantially  in  the  form  of  Exhibit  9.

     "Lender  Letter  of  Credit"  has  the  meaning  assigned to that term in
subsection  2.1(F).

     "Letter  of  Credit  Liability"  means,  all  reimbursement  and  other
liabili-ties of Borrower with respect to each Lender Letter of Credit, whether
contingent  or  otherwise,  including: (a) the amount available to be drawn or
which  may become avail-able to be drawn; (b) all amounts which have been paid
or made available by the issuing bank to the extent not reimbursed; and (c) to
the  extent  due  and  payable,  all  unpaid  interest,  fees  and expenses in
connection  with  such  Lender  Letter  of  Credit  or  such  liabilities.

     "Letter of Credit Reserve" means, at any time, an amount equal to (a) the
aggregate  amount  of  Letter  of Credit Liability  with respect to all Lender
Letters of Credit outstanding at such time plus  (without duplication) (b) the
                                           ----
aggregate  amount theretofore paid by Agent or any Lender under Lender Letters
of Credit and not debited to the Loan Account pursuant to subsection 2.1(F)(2)
or  otherwise  reim-bursed  by  Borrower.

     "Level  I"  means  that  for  any  Rolling  Period,  (i) the Fixed Charge
Coverage  Ratio  is 1.5:1 or more, and (ii) Senior Debt to Operating Cash Flow
is  2.5:1  or  less.

     "Level  II"  means  that  for  any  Rolling  Period, (i) the Fixed Charge
Coverage  Ratio  is less than 1.50:1 and not less than 1.25:1 and  (ii) Senior
Debt to Operating Cash Flow is more than 2.5:1 and not more than 3.0:1 (or any
of  (i)  or  (ii) is at a more favorable level and Level I is not applicable).

     "Level  III"  means  that  for  any  Rolling Period, (i) the Fixed Charge
Coverage Ratio is less than 1.25:1 and (ii) Senior Debt to Operating Cash Flow
is  more  than  3.0:1  (or any of (i) or (ii) is at a more favorable level and
neither  Level  I  nor  Level  II  is  applicable).

     "Liabilities"  shall  have the meaning given that term in accordance with
GAAP  and  shall  include  Indebtedness.

     "Liabilities to Tangible Net Worth Ratio" means, at any time, Liabilities
divided by Tangible Net Worth of the Restricted Parent Group, as of such time.

     "LIBOR  Rate"  means,  for each Interest Period, a rate of interest equal
to:

     (a) the rate of interest determined by Agent at which deposits in Dollars
for the relevant Interest Period are offered based on information presented on
the  Reuters Screen LIBOR Page as of 11:00 A.M. (London time) on the day which
is  two  (2)  Business  Days  prior  to the first day of such Interest Period;
provided, that if at least two such offered rates appear on the Reuters Screen
LIBOR Page in respect of such Interest Period, the arithmetic mean of all such
rates  (as  determined by Agent) will be the rate used; provided, further that
if  Reuters ceases to provide LIBOR quotations, such rate shall be the average
rate  of interest determined by Agent at which deposits in Dollars are offered
for  the  relevant  Interest  Period  by  Bankers  Trust Company and The Chase
Manhattan  Bank  (or their respective successors) to prime banks in the London
interbank  market  as  of  11:00 A.M. (London time) on the applicable interest
rate  determination  date,  divided  by

     (b)  a  number equal to 1.0 minus the aggregate (but without duplication)
of  the  rates  (expressed  as  a decimal fraction) of reserve requirements in
effect  on  the  day  which is two (2) Business Days prior to the beginning of
such  Interest  Period  (including,  without  limitation, basic, supplemental,
marginal  and  emergency  reserves  under  any  regulations  of  the  Board of
Governors of the Federal Reserve System or other governmental authority having
jurisdiction with respect thereto, as now and from time to time in effect) for
Eurocurrency  funding  (currently referred to as "Eurocurrency liabilities" in
Regulation  D  of  such Board) which are required to be maintained by a member
bank  of  the  Federal  Reserve  System:

(such rate to be adjusted to the nearest one sixteenth of one percent (1/16 of
1%)  or,  if there is not a nearest one sixteenth of one percent (1/16 of 1%),
to  the  next  higher  one  sixteenth  of  one  percent  (1/16  of  1%).

     "LIBOR  Rate  Loan" means at any time that portion of the Revolving Loans
bearing  interest  at  rates  determined  by  reference  to  the  LIBOR  Rate.

     "Lien"  means  any  lien,  mortgage, pledge, security interest, charge or
encumbrance  of  any  kind,  whether  voluntary or involuntary, (including any
conditional  sale  or other title retention agreement, any lease in the nature
thereof,  and  any  agreement  to  give  any  security  interest).

     "Loan  Documents"  means  (i)  this  Agreement,  the Revolving Notes, the
Corporate  Guaranties,  the  Pledge Agreement, the Assignment of Contract, and
the  Patent  and  Trademark  Assignments,  and  (ii)  all  other  instruments,
documents and agreements executed by or on behalf of Borrower or any Corporate
Guarantor  and  delivered concurrently herewith or at any time hereafter to or
for  Agent  or  any  Lender  in connec-tion with the Revolving Loans and other
transactions  contemplated  by  this  Agreement,  all  as  amended,  restated,
supplemented  or  modified  from  time  to  time.

     "Loan  Party"  means  and  includes  each  of Borrower and each Corporate
Guarantor  and  each  Subsidiary  which  is  required  to  become  a Corporate
Guarantor  under  subsection  5.17.

     "Loan  Year"  means  each  period  of  twelve  (12)  consecu-tive  months
commencing  on  the  Original  Closing  Date  and on each anniversary thereof.

     "Material  Adverse  Effect"  means a material adverse effect upon (a) the
business, operations, prospects, properties, assets or condition (financial or
otherwise)  of  Parent  Group  taken as a whole or (b) the ability of any Loan
Party  to  perform  its  obligations  under any Loan Document to which it is a
party  or of Agent or any Lender to enforce or collect any of the Obligations.

     "Maximum  Revolving Loan Amount" has the meaning assigned to that term in
subsection  2.1(A).

     "Mortgage"  means  each  of  the  mortgages,  deeds  of  trust, leasehold
mortgages, leasehold deeds of trust, collateral assignments of leases or other
real estate security documents delivered by any Loan Party to Agent, on behalf
of  Lenders,  with  respect  to  Mortgaged Property on or prior to the Closing
Date.

     "Mortgaged  Property"  means  the  real  property  owned  by  Borrower as
described  on  Schedule  1.1(A).

     "Net  Worth"  means, at any date, the sum of capital stock and additional
paid-in  capital  plus  retained  earnings  (or  minus  accumulated  deficit)
calculated  in  accordance  with  GAAP.

     "Notice of Borrowing" has the meaning assigned to that term in subsection
2.1(C).

     "Obligations"  means  all  obligations,  liabilities  and indebtedness of
every  nature  of  each  Loan  Party from time to time owed to Agent or to any
Lender  under the Loan Documents including  the principal amount of all debts,
claims  and  indebted-ness  (whether  incurred before or after the Termination
Date),  accrued  and  unpaid interest (including, without limitation, interest
accruing after as well as before, the commencement of any proceeding involving
any  Loan Party as a debtor under any state or federal bankruptcy law, whether
or not such interest is an allowed claim in any such proceeding) and all fees,
costs  and  expenses, whether primary, secondary, direct, contingent, fixed or
otherwise,  heretofore,  now  and/or from time to time hereafter owing, due or
payable.

     "Operating Cash Flow" means, for any period, (a) EBITDA; less (b) Capital
                                                              ----
Expenditures  of  the  Restricted  Parent  Group.

     "Original  Closing  Date"  means  October  13,  1995.

     "Parent  Group"  means  GII and its Subsidiaries on a consolidated basis.

     "Patent  and  Trademark  Assignments"  means  the  Security Agreement and
Mortgage  -    Trademarks  and Patents and Copyrights, dated October 13, 1995,
together  with  the  corresponding  assignments.

     "Payment  Default" means a default in the payment of any Obligation which
constitutes,  or which, after the lapse of time, would constitute, an Event of
Default  of  the  type  described  in  clause  (A)  of  subsection  8.1.

     "Permitted  Acquisition"  means  a  Permitted  Recourse  Acquisition or a
Permitted  Non-Recourse  Acquisition.

     "Permitted Non-Recourse Acquisition" means an acquisition by a Purchasing
Subsidiary  of  100% of the issued and outstanding capital stock of any Person
(free  and clear of all Liens) or of all or substantially all of the assets of
any  Person,  in  each  case  to  the  extent  that:

 (a)  such Person's business consists solely of manufacturing and distributing
capital  goods similar to those manufactured and distributed by Borrower as of
the Closing Date and such acquisition shall have been approved by the board of
directors  of  such  Person  and  by  that  of  Borrower  and  the  Purchasing
Subsidiary;

(b)  the  total  consideration  for  such  acquisition  (including,  without
limitation,  Indebtedness and other liabilities and Liens assumed or attaching
to  purchased assets, and Indebtedness (on terms and pursuant to documentation
reasonably  acceptable  to Agent) issued to the seller of such stock or assets
in  connection  with  such acquisition), when added to the total consideration
for  all  prior  and  concurrent  Permitted  Acquisitions made on or after the
Closing  Date,  shall  not  exceed  $50,000,000;

(c)  all  funds used for the payment of the purchase price of such acquisition
shall  consist  of (i) Indebtedness incurred by the Purchasing Subsidiary, for
which no member of Parent Group (other than such Purchasing Subsidiary and its
Subsidiary)  shall  be liable, primarily, secondarily, as guarantor, issuer or
otherwise,  in  any  manner,  whether contractually or as a matter of law, and
(ii)  equity contributions made by Borrower to such Purchasing Subsidiary from
earnings  (and not from any borrowed money) of Borrower arising from and after
the  date  the  conditions  set  forth in subsection 3.1(b) and not theretofor
invested  in  any  Permitted  Acquisition or other investment, as certified in
writing  by  Borrower  to  the  Agent  prior  to  such  acquisition;

(d)  both  immediately  prior  to,  and  after  giving  effect  to,  any  such
acquisition,  no  Default  or  Event  of  Default  would  exist,  and  all
representations  and  warranties of the Loan Parties shall be true and correct
(it  being  understood  that  representations  and  warranties  made  as  of a
specified  date  shall  only  be  made (or deemed made or repeated) as of such
specified  date);

(e)   Agent shall be reasonably satisfied with all documentation in connection
with  such  acquisition  including,  without  limitation,  the  terms  of  all
documents  evidencing,  governing  or  creating indebtedness or Liens assumed,
incurred or otherwise constituting consideration for such acquisition, and the
Agent  shall  have completed, with results satisfactory to the Agent, such due
diligence  with  respect  to the Person or assets being acquired, as the Agent
shall  have  determined;

(f) Agent and Lenders shall have received not less than sixty (60) days' prior
written  notice  of  such  acquisition;  and

(g) concurrently with the consummation of such acquisition, the Borrower shall
have complied with subsection 5.13 and subsection 5.17 in connection with such
acquisition,  to  the  extent  applicable.

     "Permitted  Recourse Acquisition" means an acquisition by the Borrower of
100% of the issued and outstanding capital stock of any Person (free and clear
of  all  Liens) or of all or substantially all of the assets of any Person, in
each  case  to  the  extent  that:

     (a) the Agent shall have approved such acquisition in its sole discretion
and  in  writing;

(b)  such  Person's business consists solely of manufacturing and distributing
capital  goods similar to those manufactured and distributed by Borrower as of
the Closing Date and such acquisition shall have been approved by the board of
directors  of  such  Person  and  by  that  of  Borrower  and  the  Purchasing
Subsidiary;

(c)  the  Parent  Group  shall  be  in  Acquisition  Covenant  Compliance;

(d)  both  immediately  prior  to,  and  after  giving  effect  to,  any  such
acquisition,  no  Default  or Event of Default would exist (including, without
limitation,  for  the  Parent  Group on a Combined Pro Forma Basis and for the
Parent  Group  not on a Combined Pro Forma Basis, in each case, as of the four
Rolling  Periods  ending  on  or most recently prior to such consummation, any
breach  of  any  financial covenant) and all representations and warranties of
the  Loan  Parties  shall  be  true  and  correct  (it  being  understood that
representations  and warranties made as of a specified date shall only be made
(or  deemed  made  or  repeated)  as  of  such  specified  date),

(e)  Agent  shall be reasonably satisfied with all documentation in connection
with  such  acquisition  including,  without  limitation,  the  terms  of  all
documents  evidencing,  governing  or  creating indebtedness or Liens assumed,
incurred or otherwise constituting consideration for such acquisition, and the
Agent  shall  have completed, with results satisfactory to the Agent, such due
diligence  with  respect  to the Person or assets being acquired, as the Agent
shall  have  determined;

(f)  the  total  consideration  for  such  acquisition  (including,  without
limitation,  Indebtedness and other liabilities and Liens assumed or attaching
to  purchased assets, and Indebtedness (on terms and pursuant to documentation
reasonably  acceptable  to Agent) issued to the seller of such stock or assets
in  connection  with  such acquisition), when added to the total consideration
for  all  prior  and  concurrent  Permitted  Acquisitions made on or after the
Closing  Date,  shall  not  exceed  $50,000,000;

(g) Agent and Lenders shall have received not less than sixty (60) days' prior
written  notice of such acquisition, and shall have, at least thirty (30) days
prior  to  the  consummation  of  such  acquisition,    received  the Approved
Projections  and  financial  statements  of the Parent Group on a Combined Pro
Forma  Basis  and  not  on  a  Combined Pro Forma Basis for the period of four
consecutive  Rolling  Periods  ending  on  or  most  recently  prior  to  the
consummation  of  such  acquisition,  and

(h) concurrently with the consummation of such acquisition, the Borrower shall
have complied with subsection 5.13 and subsection 5.17 in connection with such
acquisition.

     "Permitted  Encumbrances" means the following types of Liens:  (a)  Liens
(other  than  Liens  relating  to  Environmental  Claims  or ERISA) for taxes,
assessments or other governmental charges not yet due and payable or which are
(i) being contested in good faith by appropriate proceedings and in respect of
which  any  reserves  required by GAAP shall have been established, (ii) as to
which  any  Lien  in  respect  thereof does not have priority over any Lien in
favor  of  the  Agent,  whether  for existing or after acquired Collateral and
whether  for  existing  or  future  extensions of credit and (iii) as to which
there  is no material risk of forfeiture of the property subject to such Lien;
(b)  statutory  Liens  of  landlords,  carriers,  warehousemen,  mechanics,
materialmen  and other similar liens imposed by law, which are incurred in the
ordinary  course  of  business  for  sums  not  more  than  thirty  (30)  days
delin-quent;  (c)  Liens  (other  than  any Lien imposed by ERISA) incurred or
deposits  made  in the ordinary course of business in connection with workers'
compensation,  unemployment  insurance  and  other  types of social secur-ity,
statutory  obligations,  surety  and  appeal  bonds,  bids, leases, government
contracts,  trade  contracts,  performance and return-of-money bonds and other
similar  obligations  (exclusive  of  obligations  for the payment of borrowed
money);  (d)  easements,  rights-of-way,  servitudes,  covenants,  conditions,
restric-tions,  minor  imperfections  of  title  and  other similar charges or
encumbrances not interfering in any material respect with the ordinary conduct
of  the  business  of any member of Parent Group; (e) Liens for purchase money
obligations  and  under  Capital  Leases,  provided,  that (i) the purchase or
Capital  Lease  of  the  asset  subject  to  any  such Lien is permitted under
subsection  6.5,  (ii)  the Indebtedness secured by any such Lien is permitted
under  subsection  7.1,  and  (iii)  such  Lien  encumbers  only  the asset so
purchased;  (f)  Liens  in  favor of Agent, on behalf of Lenders, (g) Liens in
respect  of judgements, writs, warrants or similar process not constituting an
Event  of  Default  under  subsection 8.1(J); (h) Liens set forth on  SCHEDULE
1.1(B);  (i)  Liens  on assets of any Person the stock of which is acquired in
connection  with  a  Permitted Acquisition or on assets acquired directly in a
Permitted  Acquisition,  so  long  as  none  of  such  Liens  were  created in
contemplation  of  such  acquisition;  and  (j) Liens incurred by a Purchasing
Subsidiary  or  a  Subsidiary  of  a  Purchasing  Subsidiary  on  its  assets.

     "Permitted  Joint  Venture"  shall  mean  a  joint  venture  (i) in which
Borrower  has incurred and will incur, whether contractually or as a matter of
law, voluntarily or involuntarily, no Liabilities in excess (together with all
other  investments under subsection 7.4(d) and Liabilities of Borrower arising
therefrom)  of  the  maximum  amount  of investment permitted under subsection
7.4(d),  (ii)  which  is  not  a Subsidiary, and (iii) which conducts and will
conduct  no  activities, other than business of the type conducted by Borrower
as  of  the  Original  Closing  Date.

     "Permitted  Merger"  means  the  merger of FSC with and into the Borrower
with  the  Borrower  being  the  surviving  entity.

     "Person"  means  and  includes  natural  persons,  corporations,  limited
partnerships,  general  partnerships, limited liability companies, joint stock
companies,  joint  ventures,  associations,  companies,  trusts,  banks, trust
companies,  land  trusts,  business trusts or other organi-zations, whether or
not  legal  entities,  and governments and agencies and political subdivisions
thereof.

     "Pledge  Agreement"  means  the  stock pledge agreement dated October 13,
1995  by  GIC  and  GII,  in favor of Agent, on behalf of Lenders, in form and
substance  satisfactory  to  Agent.

     "Pro  Forma" means the pro forma unaudited consolidated and consolidating
balance  sheet  of  Borrower  and  its Subsidiaries annexed hereto as Schedule
1.1(C).

     "Pro Rata Share" means the percentage obtained  by dividing the Revolving
Loan  Commitment  of  that  Lender  by  the  Revolving Loan Commitments of all
Lenders,  as such percentage may be adjusted by assignments permitted pursuant
to  subsection  9.1;  provided,  that  if  the  Revolving Loan Commitments are
terminated  pursuant  to  the  terms  hereof,  then "Pro Rata Share" means the
percentage  obtained  by  dividing  (x)  the aggregate amount of such Lender's
outstanding  Revolving  Loans  by  (y) the aggregate amount of all outstanding
Revolving  Loans.

     "Projections"  means  Parent  Group's  forecasted  business and financial
plan,  including  con-solidated  and  consolidating:   (a) balance sheets; (b)
profit  and  loss statements; (c) cash flow statements; and (d) capitalization
statements,  all  prepared  on a -Subsidiary by Subsidiary (excluding for this
purpose  FSC)  basis  and  otherwise consistent with the historical finan-cial
statements of the Borrower, together with appropriate supporting details and a
statement  of  underlying  assumptions.

     "Purchasing  Subsidiary"  means  a  wholly-owned  Subsidiary  of Borrower
organized  solely  to  make  a  single  Permitted  Non-Recourse  Acquisition.

     "Quarterly  Financial  Statements"  means  financial statements delivered
under  (x)  subsection  5.1(A) as of the end of a calendar month which ends on
the  last  day  of  a  fiscal  quarter  or  (y)  subsection  5.1(C).

     "Reconciliation  Report"  means  a  report  duly  executed  by  the chief
executive  officer  or  chief  financial  officer  or  controller  of Borrower
appropriately  completed  and  in  substantially  the  form  of  Exhibit  11.

     "Renewal  Term"  has the meaning assigned to that term in subsection 2.5.

     "Requisite  Lenders"  means  Lenders  holding  or  being  responsible for
sixty-six  and  two-thirds  percent  (66.66%)  or  more  of  the  sum  of  (a)
outstanding Revolving Loans (b) outstanding Letter of Credit Liability and (c)
unutilized  Revolving  Loan  Commitments.

     "Restricted  Junior  Payment"  means:    (a)  any  dividend  or  other
distribution,  direct  or  indirect,  on account of any shares of any class of
stock  of  Borrower now or hereafter outstanding, except a stock dividend; (b)
any  payment  or prepayment of prin-cipal of, premium, if any, or interest on,
or  any redemption, conversion, exchange, retirement, defeasance, sinking fund
or  similar  payment,  purchase  or  other  acquisition  for  value, direct or
indirect,  of  any Indebtedness other than payments on Indebtedness, excluding
Subordinated  Debt,  which are due and payable in accordance with their terms,
as  in  effect on the Closing Date or the date incurred, if incurred after the
Closing Date, or any shares of any class of stock of Borrower now or hereafter
outstanding;  (c)  any  payment made to retire, or to obtain the surrender of,
any  outstanding  warrants,  options  or other rights to acquire shares of any
class  of  stock of Borrower now or hereafter outstanding; and (d) any payment
by  Borrower  of any management fees or similar fees to any Affiliate, whether
pursuant  to  a  management  agreement  or  otherwise.

     "Restricted  Parent  Group"  means  the  Parent  Group,  excluding  each
Purchasing  Subsidiary  and  each  Subsidiary  of  each Purchasing Subsidiary.

     "Revolving  Loan"  means  all  advances  made  by  Lenders  pursuant  to
subsection  2.1(A)  and  any  amounts  added  to  the principal balance of the
Revolving  Loan  pursuant  to  this  Agreement.

     "Revolving  Loan  Commitment" means (a) as to any Lender, the  commitment
of  such  Lender  to  make  its  Pro  Rata  share of the Revolving Loan and to
purchase  participations  in  Lender  Letters of Credit pursuant to subsection
2.1(F)  as  set  forth  on the signature page of this Agree-ment opposite such
Lender's  signature  or  in the most recent Lender Addition Agreement, if any,
executed  by  such Lender and (b) as to all Lenders, the aggregate commit-ment
of  all  Lenders  to make the Revolving Loan and to purchase participations in
Lender  Letters  of  Credit  pursuant  to  subsection  2.1(F).

     "Revolving Note"  means each promissory note of Borrower in substantially
the  form  of  Exhibit  12,  issued  pursuant  to  subsection  2.1(D).

     "Risk  Participation  Agreement" has the meaning assigned to that term in
subsection  2.1(F).

     "Rolling  Period"  means  as of the last day of any fiscal quarter of the
Parent  Group,  the  period of four consecutive fiscal quarters ending on such
day.

     "Rutherford"  has  the meaning assigned to that term in the definition of
Assignment  of  Contract.

     "Securities  Purchase  Agreements"  means  and  includes  each Securities
Purchase  Agreement each dated as of October 13, 1995, among GII, the Borrower
and  the  purchaser  party  thereto.

     "Senior  Debt to Operating Cash Flow" means, for any period, the ratio of
the  principal  (or notional principal) amount of Indebtedness (other than any
Indebtedness  which  is  contractually  subordinated  to  the  payment  of the
Obligations  in  a  manner satisfactory to the Agent) of the Restricted Parent
Group outstanding as of the end of such period to Operating Cash Flow for such
period.

     "Senior  Subordinated  Notes" means each of the 12.5% senior subordinated
notes  now  or hereafter issued pursuant to the Securities Purchase Agreements
for  an  aggregate  principal  amount  not exceeding $10,000,000 (plus amounts
under  replacements  for  lost,  stolen  or  mutilated  notes).

     "Settlement  Date"  has  the meanings assigned to that term in subsection
9.6(A)(2).

     "Shelby"  has  the  meaning  assigned  to  that term in the definition of
Assignment  of  Contract.

     "Stockholders'  Agreement"  means  the  amended and restated Shareholders
Agreement,  dated  as  of  August  20,  1996, among GII, Investor, Rutherford,
Shelby,  and  the  "Managers"  named  therein.

     "Subordinated  Debt"  means  any  Indebtedness  which  is  contractually
subordinated to the payment of the Obligations in a manner satisfactory to the
Agent.

     "Subordination  Agreement"  means  that  certain Subordination Agreement,
dated  October  13,  1995, among each purchaser party to a Securities Purchase
Agreement,  Borrower,  GII  and  the  Agent.

     "Subsidiary"  means,  with  respect  to  any  Person,  any  corporation,
association or other business entity of which more than fifty percent (50%) of
the  total  voting  power  of  shares  of  stock  (or  equivalent ownership or
controlling  inter-est)  entitled  (without  regard  to  the occurrence of any
contingency)  to  vote  in  the  election  of  directors, managers or trustees
thereof  is  at  the time owned or controlled, directly or indirectly, by that
Person  or  one  or  more  of  the  other  subsidiaries  of  that  Person or a
combination  thereof.  A  Permitted  Joint  Venture  in which no investment in
excess of the amount permitted under subsection 7.4(d) has been invested shall
not  constitute  a  "Subsidiary"  under  this  Agreement.

     "Tangible  Net Worth" means the Net Worth of the Restricted Parent Group,
less  (a)  Intangible  Assets  of  the  Restricted  Parent Group, less (b) all
obligations owed to any member of the Restricted Parent Group by any Affiliate
of  Parent and less (c) all loans by any member of the Restricted Parent Group
to  officers, stockholders or employees of any member of the Restricted Parent
Group.

     "Termination  Date"  has  the meaning assigned to that term in subsection
2.5.

     "UCC"  means  the Uniform Commercial Code as in effect on the date hereof
in  the  State  of  Illinois  as  amended from time to time, and any successor
statute.

          1.2       Accounting Terms1.2     Accounting Terms.     For purposes
                    -------------------     ----------------
of  this  Agreement,  all accounting terms not  otherwise defined herein shall
have  the  meanings assigned to such terms in conformity with GAAP.  Financial
statements  and other information furnished to Agent or any Lender pursuant to
subsection  5.1 shall be prepared in accordance with GAAP (as in effect at the
time of such preparation) on a consistent basis.  In the event any "Accounting
Changes"  (as  defined  below)  shall  occur and such changes affect financial
covenants,  standards  or  terms  in this Agreement, then Borrower and Lenders
agree  to  enter  into  negotiations in order to amend such provisions of this
Agreement  so as to equitably reflect such Accounting Changes with the desired
result  that  the  criteria for evaluating the financial condition of Borrower
shall  be the same after such Accounting Changes as if such Accounting Changes
had  not  been  made, and until such time as such an amendment shall have been
executed  and  delivered  by Borrower and Requisite Lenders, (A) all financial
covenants,  standards  and terms in this Agreement shall be calcu-lated and/or
construed  as  if such Account-ing Changes had not been made, and (B) Borrower
shall  prepare  footnotes  to  each  Compliance  Certificate and the financial
statements  required  to  be  delivered  hereunder  that  show the differences
between  the  financial  state-ments  delivered (which reflect such Accounting
Changes)  and the basis for calculating financial covenant compliance (without
reflecting  such  Accounting  Changes).    "Accounting  Changes"  means:   (a)
changes in accounting principles required by GAAP and implemented by Borrower;
(b)  changes  in  accounting  principles  recommended  by Borrower's certified
public accountants; and (c) changes in carrying value of Borrower's (or any of
its  Subsidiar-ies') assets, liabilities or equity accounts resulting from (i)
the  application  of  purchase  accounting principles (A.P.B. 16 and/or 17 and
EITF  88-16  and  FASB  109)  to  the  transactions  contemplated  by  the
Recapitalization  Documents  or (ii) any other adjustments that, in each case,
were  applicable to, but not included in, the Pro Forma.  All such adjustments
resulting  from  expenditures  made subsequent to the Closing Date (including,
but  not  limited  to,  capitalization  of  costs  and  expenses or payment of
pre-Closing  Date  liabilities) shall be treated as expenses in the period the
expenditures  are  made  and  deducted as part of the calculation of EBITDA in
such  period.

          1.3        Other Definitional Provisions.  References to "Sections",
                     -----------------------------
"subsections",  "Exhibits"  and "Schedules" shall be to Sections, subsections,
Exhibits  and  Schedules,  respectively,  of  this  Agreement unless otherwise
specifically provided.  Any of the terms defined in subsection 1.1 may, unless
the  context  otherwise  requires,  be  used  in  the  singular  or the plural
depending  on  the  reference.   In this Agreement, words importing any gender
include  the  other  genders;  the words "including," "includes" and "include"
shall  be  deemed to be followed by the words "without limitation"; references
to  agreements  and  other  contractual instruments shall be deemed to include
subsequent  amendments, assignments, and other modifications thereto, but only
to  the  extent  such  amendments, assignments and other modifications are not
prohibited  by  the  terms  of  this  Agreement  or  any  other Loan Document;
references  to  Persons  include  their  respective  permitted  successors and
assigns  or,  in  the  case of governmental Persons, Persons succeeding to the
relevant functions of such Persons; and all references to statutes and related
regulations  shall  include  any amendments of same and any successor statutes
and  regulations.

SECTION  2.          LOANS  AND  COLLATERAL.
                     ----------------------

          2.1          Revolving  Loans.
                       ----------------

          (A)     Revolving Loan.  Subject to the terms and conditions of this
                  --------------
Agreement  and in reliance upon the representations and warranties of Borrower
herein set forth, each Lender, severally, agrees to lend to Borrower from time
to time its Pro Rata Share of the Revolving Loan.  The aggregate amount of all
Revolving  Loan  Commitments shall not exceed at any time $25,000,000. Amounts
borrowed under this subsection 2.1(A) may be repaid and reborrowed at any time
prior  to  the earlier of (i) the termination of the Revolving Loan Commitment
pursuant  to subsection 8.3 or (ii) the Termination Date.  Except as otherwise
provided  herein,  no  Lender shall have any obligation to make advances under
this  subsection  2.1(A)  to  the extent any requested advance would cause the
balance  of  the  Revolving  Loan then outstanding (after giving effect to any
immediate application of the proceeds thereof) to exceed the Maximum Revolving
Loan  Amount.  All outstanding principal of the "Revolving Loan" (as such term
is  defined  in  the  Original  Loan  and  Security  Agreement)  outstanding
immediately  prior  to  the  Closing  Date  shall be deemed to be borrowed and
outstanding  as  of  the Closing Date and thereafter (until repaid) under this
Agreement  and  all  interest  accrued  and  unpaid  as of the Closing Date in
respect  of the "Revolving Loan" (as such term is defined in the Original Loan
and  Security  Agreement) shall be deemed to have accrued and shall be payable
under  this  Agreement.

          (1)         "Maximum Revolving Loan Amount" means, as of any date of
determination,  the  lesser  of  (a)  the  Revolving Loan Commitment minus the
Letter of Credit Reserve and (b) the Borrowing Base minus the Letter of Credit
Reserve.

          (2)     "Borrowing Base" means, as of any date of deter-mination, an
amount equal to the sum of (a) eighty five percent (85%) of Eligible Accounts,
and (ii) the lesser of (x) $15,000,000 and (y) the sum of eighty percent (80%)
of  Eligible Inventory consisting of finished goods, fifty seven percent (57%)
of  Eligible  Inventory  consisting  of  purchased  materials,  and twenty-one
percent  (21%) of Eligible Inventory consisting of manufactured materials less
(iii)  in each case such reserves as Agent in its reasonable discretion elects
to  establish.   Without limitation on the right of the Agent to establish any
and all reserves which the Agent has the right under the foregoing sentence to
establish,  the  Agent  may  establish at any time such reserves in respect of
actual or potential liabilities relating to environmental matters as the Agent
may  in  its  discretion  elect,  whether  or  not  the  report referred to in
subsection  5.19  has  been  delivered  and whether or not the recommendations
therein  have  been  implemented.

          (B)          Eligible  Collateral.
                       --------------------

          "Eligible  Accounts"  means,  as  at any date of deter-mination, the
aggregate  of all Accounts that Agent, in its reasonable judgment, deems to be
eligible  for  borrowing  purposes.    Without  limiting the generality of the
foregoing,  unless  otherwise  agreed by Agent, the following Accounts are not
Eligible  Accounts:

               (1)          Accounts  which,  at  the  date of issuance of the
respective  invoice therefor, were payable more than sixty (60) days after the
date  of  issuance  of  such  invoice;

               (2)       Accounts which remain unpaid for more than sixty (60)
days  after  the  due  date specified in the original invoice or for more than
ninety  (90)  days  after  invoice  date  if  no  due  date  was  specified;

               (3)       Accounts which are otherwise eligible with respect to
which  the account debtor is owed a credit by Borrower, but only to the extent
of  such  credit;

               (4)       Accounts due from a customer whose principal place of
business  is  located outside the United States of America unless such Account
is backed by a letter of credit, in form and substance acceptable to Agent and
issued  or  confirmed by a bank that is organized under the laws of the United
States  of  America or a State thereof, that is acceptable to Agent; provided,
that a copy of such letter of credit has been delivered to Agent as additional
collateral  (Borrower  hereby  agreeing  to  deliver  the original of any such
letter  of  credit  to  Agent  as  Collateral promptly upon request of Agent);

               (5)       Accounts due from a customer which Agent has notified
Borrower  does  not  have  a  satisfactory  credit standing (after taking into
account  any  credit  enhancement);

               (6)          Accounts  in excess of an aggregate face amount of
$200,000 with respect to which the customer is the United States of America or
any  state  or  any municipality, or any department, agency or instrumentality
thereof  unless Borrower has, with respect to such Accounts, complied with the
Federal  Assignment  of  Claims Act (31 U.S.C. Section 3727) or any applicable
statute  or  municipal  ordinance  of  similar  purpose  and  effect;

               (7)          Accounts  with respect to which the customer is an
Affiliate  of  Borrower or a director, officer, agent, stockholder or employee
of Borrower or any of its Affiliates; provided, that the Agent may consider as
eligible Accounts owing from entities controlled by Rutherford or Shelby which
arise  pursuant  to  transactions  permitted  under  subsection  7.8;

               (8)      Accounts due from a customer if more than  twenty-five
percent (25%) of the aggregate amount of Accounts of such customer have at the
time  remained  unpaid  for more than sixty (60) days after due date or ninety
(90)  days  after  the  invoice  date  if  no  due  date  was  specified;

               (9)      Accounts with respect to which there is any unresolved
dispute with the respective customer (but only to the extent of such dispute);

               (10)          Accounts evidenced by an "instrument" or "chattel
paper"  (as  defined  in the UCC) not in the possession of Agent, on behalf of
Lenders;

               (11)         Accounts with respect to which Agent, on behalf of
Lenders,  does  not  have a valid, first priority and fully perfected security
interest;

               (12)      Accounts subject to any Lien except those in favor of
Agent,  on  behalf of Lenders and Permitted Encumbrances of the type described
in  clause  (a)  of  the  definition  herein  of  Permitted  Encumbrance;

               (13)         Accounts with respect to which the customer is the
subject  of  any  bankruptcy  or  other  insolvency  proceeding;

               (14)       Accounts due from a customer to the extent that such
Accounts  exceed  in  the aggregate an amount equal to twenty percent (20%) of
the  aggregate  of all Accounts at said date; provided, that during the period
beginning  on  January 1 and ending on June 30 of each calendar year, Accounts
due  from  Hertz  Corporation  shall  not be ineligible under this clause (14)
except  to the extent such Accounts exceed in the aggregate an amount equal to
thirty  percent  (30%)  of  all  Accounts  at  said  date;

               (15)          Accounts  with  respect  to  which the customer's
obligation  to  pay  is  conditional or subject to a repur-chase obligation or
right  to return or with respect to which the goods or services giving rise to
such Account have not been delivered or shipped (as required by the applicable
contract)  (or  performed, as applicable) and accepted by such account debtor,
including  progress  billings,  bill and hold sales, guarantied sales, sale or
return  transactions,  sales  on  approval  or  consignment  sales;

               (16)     Accounts with respect to which the customer is located
in Indiana, New Jersey, Minnesota, or any other state denying creditors access
to  its  courts  in  the  absence of a Notice of Business Activities Report or
other  similar  filing,  unless  Borrower  has  either  qualified as a foreign
corporation  authorized  to  transact  business  in  such state or has filed a
Notice  of  Business  Activities  Report or similar filing with the applicable
state  agency  for  the  then  current  year;

               (17)          Accounts  with respect to which the customer is a
creditor  of  Borrower, provided, however, that any such Account shall only be
ineligible  as  to that portion of such Account which is less than or equal to
the  amount  owed  by  Borrower  to  such  Person.

          "Eligible  Inventory"  means,  as at any date of deter-mination, the
value  (determined  at  the  lower  of cost or market on a first-in, first-out
basis) of all Inventory owned by and in the possession of Borrower and located
in  the  United  States  of    America  that  Agent,  in its reasonable credit
judgment,  deems  to be eligible for borrowing purposes.  Without limiting the
generality  of  the foregoing, unless otherwise agreed by Agent, the following
is  not  Eligible  Inventory:    (a)    finished  goods  which do not meet the
specifications  of  a  purchase  order  for  such  goods  and are not standard
products  of  the  Borrower  and  its  Subsidiaries; (b) Inventory which Agent
determines,  is unacceptable for borrowing purposes due to age, quality, type,
category and/or quantity; (c) Inventory with respect to which Agent, on behalf
of Lenders, does not have a valid, first priority and fully perfected security
interest;  (d)  Inventory with respect to which there exists any Lien in favor
of  any  Person  other  than  Agent,  on  behalf of Lenders and other than any
Permitted  Encumbrance  of  the type described in clause (a) of the definition
herein  of  Permitted  Encumbrance; (e) Inventory produced in violation of the
Fair  Labor  Standards Act and subject to the so-called "hot goods" provisions
contained  in  Title  29  U.S.C.  215 (a)(i); and (f) Inventory located at any
location  other  than  (x) Borrower's principal location or (y) a location not
owned  by Borrower as to which a waiver, in form and substance satisfactory to
Agent,  has  been  executed  and  delivered  by  the  owner  of such premises.

          (C)          Borrowing Mechanics.  (1)  LIBOR Rate Loans made on any
                       -------------------
Funding  Date  shall  be  in  an  aggregate  minimum  amount of $1,000,000 and
integral  multiples of $100,000 in excess of such amount.  (2) On any day when
Borrower  desires  to  borrow  under  this subsection 2.1, Borrower shall give
Agent  telephonic  notice of the proposed borrowing by 11:00 a.m. Central time
on  the  Funding Date of a Base Rate Loan and two (2) Business Days in advance
of  the  Funding  Date  of  a  LIBOR  Rate  Loan,  which  notice (a "Notice of
Borrowing")  must  also  specify  the  proposed Funding Date (which shall be a
Business   Day), whether such Revolving Loans shall consist of Base Rate Loans
or  LIBOR  Rate  Loans and for LIBOR Rate Loans the Interest Period applicable
thereto.    Any  such  telephonic  notice  shall  be  confirmed in writing (in
substantially  the  form of Exhibit 15 hereto) on the same day.  Neither Agent
nor  any  Lender  shall  incur  any  liability to Borrower for acting upon any
telephonic  notice  Agent  believes in good faith to have been given by a duly
authorized  officer or other person authorized to borrow on behalf of Borrower
or  for  otherwise acting in good faith under this subsection 2.1(C).  Neither
Agent  nor  any Lender will make any advance pursuant to any telephonic notice
unless  Agent has also received the most recent Borrowing Base Certificate and
all  other  documents  required  under subsection 5.1(F) by 11:00 a.m. Central
time.    Each  such advance made to Borrower under the Revolving Loan shall be
deposited  by  wire transfer in immediately available funds in such account as
Borrower  may from time to time designate to Agent in writing.  Unless payment
is  otherwise timely made by Borrower, the becoming due of any amount required
to  be  paid  under  this  Agreement  or  any  of  the other Loan Documents as
principal,  accrued  interest  and  fees  shall  be deemed irrevocably to be a
request  by Borrower for a Base Rate Revolving Loan on the due date of, and in
the amount required to pay, such principal, accrued interest and fees, and the
proceeds  of  each such Revolving Loan if made by Agent or any Lender shall be
disbursed  by  Agent  or  such Lender by way of direct payment of the relevant
obligation.

          (D)     Revolving Notes.  Borrower shall execute and deliver to each
                  ---------------
Lender  a  Revolving  Note  to evidence such Lender's portion of the Revolving
Loan,  such Revolving Note to be in the principal amount of the Revolving Loan
Commitment of such Lender and with other appropriate insertions.  In the event
of  an  assignment under subsection 9.1, Borrower shall, upon surrender of the
assigning  Lender's  Revolving Notes, issue new Revolving Notes to reflect the
new  Revolving  Loan  Commitments  of  the  assigning Lender and its assignee.

          (E)          Evidence  of  Revolving Loan Obligations.  The advances
                       ----------------------------------------
constituting  the  Revolving  Loan  shall  be evidenced by this Agreement, the
Revolving  Notes,  and  notations made from time to time by Agent in its books
and  records, including computer records.  Agent shall record in its books and
records,  including  computer  records,  the principal amount of the Revolving
Loans owing to each Lender from time to time.  Agent's books and records shall
constitute presumptive evidence, absent manifest error, of the accuracy of the
information  contained therein.  Failure by Agent to make any such notation or
record shall not affect the obligations of Borrower to Lenders with respect to
the  Revolving  Loans.

          (F)       Letters of Credit.  Subject to the terms and conditions of
                    -----------------
this  Agreement  and  in  reliance  upon the representations and warranties of
Borrower  herein set forth, the Revolving Loan Commitments may, in addition to
advances  under the Revolving Loan, be utilized, upon the request of Borrower,
for  (i)  the  issuance of letters of credit by Agent; or with Agent's consent
any  Lender,  or  (ii)  the  issuance by Agent of risk participations (a "Risk
Participation  Agreement")  to  the  banks  to induce such banks to issue Bank
Letters  of  Credit (each of (i) and (ii), a "Lender Letter of Credit").  Each
Lender shall be deemed to have purchased a participation in each Lender Letter
of  Credit  issued  for the account of Borrower (which Lender Letter of Credit
may  be issued in connection with a purchase by or obligation of a Subsidiary)
in  an  amount  equal  to  its  Pro Rata Share thereof.  In no event shall any
Lender  Letter  of  Credit  be  issued to the extent that the issuance of such
Lender  Letter  of  Credit would cause the sum of the Letter of Credit Reserve
(after  giving effect to such issuance) plus the outstanding principal balance
of  the  Revolving Loan to exceed the lesser of (x) the Borrowing Base and (y)
the  Revolving  Loan  Commitment.

               (1)          Maximum Amount.  The aggregate amount of Letter of
                            --------------
Credit  Liability  with respect to all Lender Letters of Credit outstanding at
any  time  shall  not  exceed  $2,000,000.

               (2)          Reimbursement    Borrower shall be irrevocably and
                            -------------
unconditionally  obligated  forthwith  without presentment, demand, protest or
other  formalities  of  any  kind,  to  reimburse  Agent or the issuer for any
amounts  paid  with  respect  to a Lender Letter of Credit including all fees,
costs  and  expenses  paid  to  any  bank  that issues Bank Letters of Credit.
Borrower  hereby  authorizes  and  directs  Agent, at Agent's option, to debit
Borrower's account (by increasing the principal balance of the Revolving Loan)
in the amount of any payment made with respect to any Lender Letter of Credit.
All  amounts  paid  with  respect  to any Lender Letter of Credit that are not
immediately  repaid  by  Borrower  with  the  proceeds  of a Revolving Loan or
otherwise  shall  bear  interest  at  the Default Rate applicable to Revolving
Loans.   In the event that Borrower shall fail to reim-burse Agent on the date
of  any  payment  under  a  Lender  Letter of Credit in an amount equal to the
amount  of  such  payment,  Agent  shall  promptly  notify  each Lender of the
unreimbursed  amount  of  such payment together with accrued  interest thereon
and  each  Lender,  on the next Business Day, shall deliver to Agent an amount
equal  to  its  respective participation in same day funds.  The obligation of
each  Lender  to  deliver  to  Agent  an  amount  equal  to  its  respective
participation  pursuant  to  the  foregoing  sentence  shall  be  absolute and
uncon-ditional  and  such  remittance  shall  be  made  notwith-standing  the
occurrence or continuation of an Event of Default or Default or the failure to
satisfy  any condi-tion set forth in Section 3.  In the event any Lender fails
to  make available to Agent the amount of such Lender's participa-tion in such
Lender  Letter  of  Credit,  Agent shall be entitled to recover such amount on
demand  from  such  Lender  together  with  interest  at  the  Base  Rate.

               (3)     Conditions of Issuance.  In addition to all other terms
                       ----------------------
and  conditions set forth in this Agreement, the issuance of any Lender Letter
of  Credit  shall  be  subject  to the conditions precedent that the letter of
credit  which  Borrower  requests be in such form, be for such amount, contain
such  terms  and  support  purchases  of  inventory  in the ordinary course of
business  and such other transactions as are reasonably satisfactory to Agent.
The  expiration  date of each Lender Letter of Credit shall be on a date which
is  at  least  thirty  (30)  days  prior  to  the  Termination  Date.

               (4)         Request for Letters of Credit.  Borrower shall give
                           -----------------------------
Agent  at  least  five  (5)  Business  Days prior notice specifying the date a
Lender  Letter  of  Credit  is  to  be issued, identifying the beneficiary and
describing  the  nature  of the transactions proposed to be supported thereby.
The  notice  shall  be  accompanied  by the form of the letter of credit being
requested.

          (G)          Other  Letter  of  Credit  Provisions.
                       -------------------------------------

          (1)          Obligations  Absolute.    The obligation of Borrower to
                       ---------------------
reimburse  Agent  or  any  Lender for payments made under any Lender Letter of
Credit  shall  be  unconditional and irrevocable and shall be paid strictly in
accordance  with the terms of this Agreement under all circumstances including
the  following  circum-stances:

               (a)        any lack of validity or enforceability of any Lender
Letter  of  Credit  or  any  other  agreement;

               (b)       the existence of any claim, set-off, defense or other
right  which  Borrower, any of its Affiliates, Agent or any Lender, on the one
hand, may at any time have against any beneficiary or transferee of any Lender
Letter  of  Credit  or Bank Letter of Credit (or any Persons for whom any such
transferee may be acting), Agent, any Lender or any other Person, on the other
hand,  whether  in  connection  with  this  Agree-ment,  the  transactions
contem-plated  herein  or  any unrelated transaction (including any underlying
trans-action  between Borrower or any of its Affiliates and the beneficiary of
the  letter  of  credit);

               (c)        any draft, demand, certificate or any other document
presented under any Lender Letter of Credit or Bank  Letter of Credit which is
forged,  fraudulent,  invalid  or insufficient in any respect or any statement
therein  being  untrue  or  inaccurate  in  any  respect;


               (d)          payment  under any Lender Letter of Credit against
presentation  of  a  demand, draft or certificate or other document which does
not  comply  with  the  terms of such letter of credit; provided, that, in the
case  of  any  payment by Lender under any Lender Letter of Credit, Lender has
not  acted  with  gross  negli-gence or willful misconduct (as determined by a
court  of  competent  jurisdiction) in determining that the demand for payment
under  such  Lender  Letter of Credit complies on its face with any applicable
requirements  for  a  demand  for  payment under such Lender Letter of Credit;

               (e)       any other circumstance or happening whatsoever, which
is  similar  to  any  of  the  foregoing;  or
               (f)        the fact that a Default or an Event of Default shall
have  occurred  and  be  continuing.

          (2)     Nature of Issuer's Duties.  As between Agent and Lenders, on
                  -------------------------
the  one  hand, and Borrower, on the other hand, Borrower assumes all risks of
the  acts  and  omissions  of, or misuse of any Lender Letter of Credit by the
beneficiary  thereof.   In furtherance and not in limitation of the foregoing,
neither  Agent  nor  any  Lender  shall  be  responsible:    (a) for the form,
validity,  sufficiency,  accuracy, genuineness or legal effect of any document
by any party in connection with the application for and issuance of any Lender
Letter of Credit, even if it should in fact prove to be in any or all respects
invalid,  insufficient, inaccurate, fraudulent or forged; (b) for the validity
or  sufficiency  of  any instrument transferring or assigning or purporting to
transfer  or  assign  any  Lender  Letter  of Credit or the rights or benefits
thereunder  or  proceeds  thereof,  in whole or in part, which may prove to be
invalid  or  ineffective for any reason; (c) for failure of the beneficiary of
any  Lender Letter of Credit to comply fully with conditions required in order
to  demand  payment  thereunder; provided, that, in the case of any payment by
Agent or any Lender under any Lender Letter of Credit, Agent or Lender has not
acted with gross negligence or willful misconduct (as determined by a court of
competent  jurisdiction) in determining that the demand for payment under such
Lender  Letter  of  Credit    complies  on  its  face  with  any  applicable
require-ments  for a demand for payment thereunder; (d) for errors, omissions,
interruptions  or delays in transmission or delivery of any messages, by mail,
cable,  telegraph,  telex  or otherwise, whether or not they be in cipher; (e)
for  errors in interpretation of technical terms; (f) for any loss or delay in
the  transmission  or  otherwise  of  any document required in order to make a
payment under any Lender Letter of Credit ; (g) for the credit of the proceeds
of any drawing under any Lender Letter of Credit; and (h) for any consequences
arising  from causes beyond the control of Agent or any Lender as the case may
be.   None of the above shall affect, impair, or prevent the vesting of any of
Agent's  or  any  Lender's  rights  or  powers  hereunder.

               (3)      Liability.  In furtherance and extension of and not in
                        ---------
limita-tion  of,  the  specific  provisions herein above set forth, any action
taken or omitted by Agent or any Lender under or in connection with any Lender
Letter  of  Credit,  if taken or omitted in good faith, shall not put Agent or
any  Lender  under  any resulting liability to Borrower provided that Agent or
such  Lender, as the case may be, has not taken or omitted to take such action
with  gross  negligence  or  wilful  misconduct.

          2.2          Interest.
                       --------

               (A)        Rate of Interest.  The Revolving Loans and all other
                          ----------------
Obligations shall bear interest from the date such Revolving Loans are made or
such  other  Obligations become due to the date paid at a rate per annum equal
to  (a)  in  the  case  of  Base  Rate  Loans and Obligations not constituting
Revolving  Loans,  the Base Rate plus the Applicable Base Rate Margin, and (b)
in the case of LIBOR Rate Loans, the LIBOR Rate plus the Applicable LIBOR Rate
Margin  (the  applicable rate, the "Interest Rate").  The applicable basis for
determining  the  rate  of interest shall be selected by Borrower initially at
the  time  a  Notice of Borrowing is given pursuant to subsection 2.1(C).  The
basis  for determining the interest rate with respect to any Revolving Loan or
a  portion  of any Revolving Loan may be changed from time to time pursuant to
subsection  2.2(E).    If  on  any  day  a  Revolving Loan or a portion of any
Revolving  Loan  is  outstanding  with  respect  to  which notice has not been
delivered  to  Agent in accordance with the terms of this Agreement specifying
the  basis  for  determining  the  rate  of  interest,  then for that day that
Revolving  Loan or portion thereof shall bear interest determined by reference
to  the  Base  Rate.

          After  the  occurrence  and  during  the  continuance of an Event of
Default (i) the Revolving Loans and all other Obligations shall, at the option
of  Requisite  Lenders, bear interest at a rate per annum equal to two percent
(2%)  plus  the applicable Interest Rate (the "Default Rate"), (ii) each LIBOR
Rate  Loan  shall  automatically convert to a Base Rate Loan at the end of any
applicable  Interest  Period  and (iii) no Revolving Loans may be converted to
LIBOR  Rate  Loans.

          (B)      Interest Periods.  In connection with each LIBOR Rate Loan,
                   ----------------
Borrower  shall  elect  an  interest  period (each an "Interest Period") to be
applicable  to  such  Revolving  Loan, which Interest Period shall be either a
one,  two,  three  or  six  month  period;  provided,  that:

               (1)          the initial Interest Period for any Revolving Loan
shall  commence  on  the  Funding  Date  of  such  Revolving  Loan;

               (2)          in  the  case of successive Interest Periods, each
successive  Interest Period shall commence on the day on which the immediately
preceding  Interest  Period  expires;

               (3)     if an Interest Period expiration date is not a Business
Day,  such  Interest  Period shall expire on the next succeeding Business Day;
provided,  that  if  any Interest Period expiration date is not a Business Day
but  is a day of the month after which  no further Business Day occurs in such
month, such Interest Period shall expire on the immediately preceding Business
Day;

               (4)        any Interest Period that begins on the last Business
Day  of  a  calendar  month  (or  on  a  day for which there is no numerically
corresponding  day  in  the calendar month at the end of such Interest Period)
shall,  subject to part (5), below, end on the last Business Day of a calendar
month;

               (5)      no Interest Period shall extend beyond the Termination
Date;  and

               (6)      there shall be no more than three (3) Interest Periods
relating  to  LIBOR  Rate  Loans  outstanding  at  any  time.

          (C)          Computation  and  Payment of Interest.  Interest on the
                       -------------------------------------
Revolving  Loans  and  all  other  Obligations  shall be computed on the daily
principal balance on the basis of a 360 day year for the actual number of days
elapsed  in  the period during which it accrues.  In computing interest on any
Revolving  Loan, the date of funding of the Revolving Loan or the first day of
an  Interest  Period  applicable  to such Revolving Loan or, with respect to a
Base  Rate Loan being converted from a LIBOR Rate Loan, the date of conversion
of such LIBOR Rate Loan to such Base Rate Loan, shall be included and the date
of payment of such Revolving Loan or the expiration date of an Interest Period
applicable  to  such Revolving Loan, or with respect to a Base Rate Loan being
converted  to a LIBOR Rate Loan, the date of conversion of such Base Rate Loan
to such LIBOR Rate Loan, shall be excluded; provided, that if a Revolving Loan
is  repaid  on  the  same day on which it is made, one day's interest shall be
paid  on  that  Revolving  Loan.    Interest  on Base Rate Loans and all other
Obligations  other than LIBOR Rate Loans shall be payable to Agent for benefit
of  Lenders  monthly in arrears on the first day of each month, on the date of
any  prepayment of Revolving Loans and at maturity, whether by acceleration or
otherwise.  Interest on LIBOR Rate Loans shall be payable to Agent for benefit
of  Lenders  on  the  last  day  of  the  applicable  Interest Period for such
Revolving  Loan,  on the date of any prepayment of the Revolving Loans, and at
maturity,  whether  by acceleration or otherwise.  In addition, for each LIBOR
Rate  Loan  having  an  Interest Period longer than three (3) months, interest
accrued  on such Revolving Loan shall also be payable on the last  day of each
three  (3)    month  interval  during  such  Interest  Period.

          (D)          Interest  Laws.    Notwithstanding any provision to the
                       --------------
contrary  contained  in  this  Agreement  or any other Loan Document, Borrower
shall  not  be  required  to  pay,  and  neither Agent nor any Lender shall be
permitted  to  collect, any amount of interest in excess of the maximum amount
of  interest  permitted by law ("Excess Interest").  If any Excess Interest is
provided  for  or determined by a court of competent jurisdiction to have been
provided  for  in  this  Agreement or in any other Loan Document, then in such
event:    (1)  the provisions of this subsection shall govern and control; (2)
neither Borrower nor any other Loan Party shall be obligated to pay any Excess
Interest;  (3)  any Excess Interest that Agent or any Lender may have received
hereunder  shall  be, at such Lender's option, (a) applied as a credit against
the  outstanding  principal  balance  of the Obligations or accrued and unpaid
interest  (not to exceed the maximum amount permitted by law), (b) refunded to
the  payor  thereof, or (c) any combination of the foregoing; (4) the interest
rate(s)  provided  for  herein  shall  be automatically reduced to the maximum
lawful  rate  allowed  from  time  to  time under applicable law (the "Maximum
Rate"),  and  this  Agreement  and the other Loan Documents shall be deemed to
have  been  and shall be, reformed and modified to reflect such reduction; and
(5)  neither  Borrower  nor any other Loan Party shall have any action against
Agent  or  any Lender for any damages arising out of the payment or collection
of  any  Excess Interest.  Notwithstanding the foregoing, if for any period of
time interest on any Obligations is calculated at the Maximum Rate rather than
the  applicable rate under this Agreement, and thereafter such applicable rate
becomes  less  than  the  Maximum  Rate,  the rate of interest payable on such
Obligations  shall  remain  at  the  Maximum Rate until each Lender shall have
received  the  amount of interest which such Lender would have received during
such  period  on such Obligations had the rate of interest not been limited to
the  Maximum  Rate  during  such  period.

          (E)        Conversion or Continuation.  Subject to the provisions of
                     --------------------------
subsection  2.2(B)  Borrower  shall have the option to (1) convert at any time
all  or  any  part  of  outstanding  Revolving  Loans  equal to $1,000,000 and
integral  multiples  of $100,000 in excess of that amount from Base Rate Loans
to  LIBOR  Rate  Loans  or  (2)  upon  the  expiration  of any Interest Period
applicable  to  a  LIBOR Rate Loan, to (a) continue all or any portion of such
Revolving Loan equal to $250,000 and integral multiplies of $100,000 in excess
of  that amount as a LIBOR Rate Loan or (b) convert all or any portion of such
Revolving Loan to a Base Rate Loan.  The succeeding Interest Period(s) of such
continued or converted Revolving Loan commence on the last day of the Interest
Period  of  the Revolving Loan to be continued or converted; provided, that no
outstanding  Revolving Loan may be continued as, or be converted into, a LIBOR
Rate  Loan,  when  any Event of Default or Payment Default has occurred and is
continuing.

          Borrower  shall deliver a notice of conversion/continuation to Agent
no  later  than  11:00  A.M.  (Central time) at least two (2) Business Days in
advance  of  the  proposed  conversion/  continuation  date  ("Notice  of
Conversion/Continuation").  A Notice of Conversion/Continuation shall certify:
(1) the proposed conversion/continuation date (which shall be a Business Day);
(2) the amount of the Revolving Loan to be converted/continued; (3) the nature
of the proposed conversion/continuation; (4) in the case of  conversion to, or
a  continuation  of, a LIBOR Rate Loan, the requested Interest Period; and (5)
that no Event of  Default or Payment Default has occurred and is continuing or
would  result  from  the  proposed  conversion/continuation.

          In  lieu  of  delivering  the  Notice  of  Conversion/Continuation,
Borrower may give Agent telephonic notice by the required time of any proposed
conversion/continuation  under  this  subsection  2.2(E);  provided, that such
notice  shall  be  promptly  confirmed  in  writing by delivery of a Notice of
Conversion/Continuation  to  Agent  on  or  before  the  proposed
conversion/continuation  date.

          Neither  Agent  nor any Lender shall incur any liability to Borrower
in  acting upon any telephonic notice referred to above that Agent believes in
good  faith  to  have  been given by a duly authorized officer or other person
authorized  to act on behalf of Borrower or for otherwise acting in good faith
under  this  subsection  2.2(E) and upon conversion/continuation by Lenders in
accordance  with  this  Agreement  pursuant to any telephonic notice, Borrower
shall  have  effected  such  conversion  or  continuation, as the case may be,
hereunder.

          2.3          Fees2.3          Fees.
                       -------          ----

               (A)      Unused Line Fee.  Borrower shall pay to Agent, for the
                        ---------------
benefit  of Lenders, a fee in an amount equal to the Revolving Loan Commitment
less  the  sum  of  the  average  daily balance of the Revolving Loan plus the
average  daily  face  amount  of  the  Letter  of  Credit   Reserve during the
preceding  month  multiplied by 1/4 (or, for any portion of any calendar month
preceding  the Closing Date, 1/2) percent per annum, such fee to be calculated
on the basis of a 360 day year for the actual number of days elapsed and to be
payable  monthly  in  arrears  on  the  first  day of the first calendar month
following  the  Closing  Date  and  the  first  day  of each month thereafter.

               (B)     Letter of Credit Fees.  Borrower shall pay to Agent for
                       ---------------------
the  account of Lenders, a fee with respect to the Lender Letters of Credit in
the  amount  of    the  average  daily  amount  of  Letter of Credit Liability
outstanding  during such month multiplied by one percent (1%) per annum.  Such
fees  will  be calculated on the basis of a 360 day year for the actual number
of  days  elapsed  and  will be payable monthly in arrears on the first day of
each  month.  Borrower  shall  also  reimburse  Agent for any and all fees and
expenses,  if  any,  paid  by  Agent  or  any Lender to the issuer of the Bank
Letters  of  Credit.

               (C)     Collateral Agency Fee.  On the Closing Date and on each
                       ---------------------
anniversary  thereof,  the Borrower shall pay to Agent, for its own account, a
nonrefundable  collateral  agency  fee of $25,000 (after crediting against the
amount  due  on  the  Closing  Date  any  unused  portion  of  the "Collateral
Monitoring  Fee"  paid  under  the  Original  Loan  and  Security  Agreement).

               (D)        Audit Fees.  Borrower agrees to pay to Agent for its
                          ----------
own  account  an audit fee for each inspection equal to $600 per day, together
with  reasonable  out  of  pocket  expenses;  provided,  that  so  long  as no
Defaulting or Event of Default has occurred during any calendar year Borrowing
Availability  has  not  been  below $5,000,000 at any time, the maximum amount
payable  by  Borrower in respect of such audit fees and out of pocket expenses
for  such  calendar  year  shall  not  exceed  $15,000.

               (E)      Other Fees and Expenses.  Borrower shall pay to Agent,
                        -----------------------
for its own account, all charges for returned items and all other bank charges
incurred  by Agent, as well as Agent's standard wire transfer charges for each
wire  transfer  made  under  this  Agreement.

               (F)       Closing Fee.  On the Closing Date, Borrower shall pay
                         -----------
to  Agent  for  the  pro  rata  benefit  of the Lenders a closing fee equal to
$25,000.

          2.4        Payments and Prepayments2.4     Payments and Prepayments.
                     ------------------------

               (A)        Manner and Time of Payment.  In its sole discretion,
                          --------------------------
Agent may charge interest and other amounts payable hereunder to the Revolving
Loan,  all as set forth on Agent's books and records.  If Agent elects to bill
Borrower  for  any  amount due hereunder, such amount shall be immediately due
and  payable  with  interest thereon as provided herein.  All payments made by
Borrower  with  respect  to  the  Obligations shall be made without deduction,
defense,  setoff  or  counterclaim.    All  payments to Agent hereunder shall,
unless  otherwise  directed  by  Agent,  be  made  to  Agent's  Account  or in
accordance  with subsection 5.6.  Prior to the Closing Date, proceeds remitted
to  Agent's  Account  other than in accordance with the next sentence shall be
credited  to  the Obligations on the first Business Day following the day such
proceeds were received; provided, that for the purpose of calculating interest
on the Obligations, such funds shall be deemed received on the second Business
Day  after  such proceeds were received.  Proceeds remitted to Agent's Account
by  wire  transfer  shall  be  credited to the Obligations on the Business Day
received;  provided,  further, that for the purpose of calculating interest on
the  Obligations  such  funds  shall be deemed received the first Business Day
thereafter.  From and after the Closing Date, payments received in the Agent's
Account  in  immediately  available  funds  by 2:00 p.m. (Chicago time) on any
Business  Day  shall  be  credited to the Obligations for all purposes on such
Business  Day,  and  payments  received  in the Agent's Account in immediately
available  funds  after  2:00 p.m. (Chicago time) on any Business Day shall be
credited  to  the  Obligations  for all purposes on the immediately succeeding
Business  Day.    No  payment or proceeds shall be credited to the Obligations
until  such  payment  or  proceeds  are  in  immediately  available  funds.

               (B)          Mandatory  Prepayments.
                            ----------------------
               (1)     Overadvance.  At any time that the principal balance of
                       -----------
the  Revolving Loan exceeds the Maximum Revolving Loan Amount, Borrower shall,
upon  demand  by  Agent,  immediately  repay  the Revolving Loan to the extent
necessary  to  reduce  the  principal balance to an amount that is equal to or
less  than  the  Maximum  Revolving  Loan  Amount.

               (2)          Proceeds  of Asset Dispositions.  Immediately upon
                            -------------------------------
receipt  by  Borrower  or  any  of  its  Subsidiaries of proceeds of any Asset
Disposition  (in  one  or  a  series  of related transactions), which proceeds
exceed $200,000 (it being understood that if the proceeds exceed $200,000, the
entire amount and not just the portion above $200,000 shall be subject to this
subsection  2.4(B)(2)),  Borrower  shall  prepay  the  Revolving Loan (without
reduction  of  the  Revolving  Loan  Commitments)  in  an amount equal to such
proceeds.

          (C)        Voluntary Prepayments and Repayments.    Borrower may, at
                     ------------------------------------
any  time  upon  not less than three Business Days' prior notice to Agent, (i)
terminate the Revolving Loan Commitment in full at any time, and (ii) upon the
giving  of  notice  of  any such termination, the entire outstanding principal
amount  of  the  Revolving  Loan  shall  become  due  and  payable on the date
specified  in such notice.  Upon termination of the Revolving Loan Commitments
and  as  a condition thereto, Borrower shall cause Agent and each Lender to be
released  from all liability under any Lender Letters of Credit or, at Agent's
option, Borrower will deposit cash collateral with Agent in an amount equal to
105%  of  the  Letter  of  Credit  Reserve  that will remain outstanding after
prepayment  or  repayment.

          (D)      Payments on Business Days.  Whenever any payment to be made
                   -------------------------
hereunder  shall  be stated to be due on a day that is not a Business Day, the
payment  may be made on the next succeeding Business Day and such extension of
time  shall  be  included in the computation of the amount of interest or fees
due  hereunder.

          2.5       Term of this Agreement.  This Agreement shall be effective
                    ----------------------
until  August  31,  1999  (the  "Termination  Date").      The  Revolving Loan
Commitments  shall  (unless  earlier terminated) terminate upon the earlier of
(i) the time that the Obligations become immediately due and payable  (whether
automatically  or by declaration) under subsection 8.3 or (ii) the Termination
Date.    Upon  termination  in  accordance  with  subsection  8.3  or  on  the
Termination  Date,  all  Obligations  shall become immediately due and payable
without  notice  or  demand.      Notwithstanding  any  termination, until all
Obligations  have  been  fully  paid  in cash and satisfied in full, Agent, on
behalf of Lenders, shall be entitled to retain security interests in and liens
upon  all  Collateral,  and  even after payment of all Obligations here-under,
Borrower's  obligation  to  indemnify Agent and each Lender in accordance with
the  terms  hereof  shall  continue.

          2.6          Statements.   Agent shall render a monthly statement of
                       ----------
account to Borrower within twenty (20) days after the end of each month.  Such
statement  of account shall constitute an account stated unless Borrower makes
written objection thereto within thirty (30) days from the date such statement
is  mailed  to  Borrower.   Borrower promises to pay all of its Obligations as
such  amounts  become  due  or  are declared due pursuant to the terms of this
Agreement.

          2.7          Grant  of Security Interest.  To secure the payment and
                       ---------------------------
performance  of  the  Obligations,  including  all  renewals,  extensions,
restructurings  and  refinancings  of  any or all of the Obligations, Borrower
hereby  grants to Agent, on behalf of Lenders, a continuing security interest,
lien  and  mortgage in and to all right, title and interest of Borrower in the
following  property  of  Borrower,  whether now owned or existing or hereafter
acquired  or  arising  and regardless of where located (all being collectively
referred  to  as  the  "Collateral"):    (A)  Accounts, and all guaranties and
security  therefor  (including, without limitation, all security interests and
security  agreements  securing  same  and  all  financing  statements filed in
respect  of  such  security  interests),  and all goods and rights represented
thereby  or  arising  therefrom  including  the  right of stoppage in transit,
replevin  and reclamation; (B) Inventory; (C) general intan-gibles (as defined
in the UCC); (D) documents (as defined in the UCC) or other receipts covering,
evidencing  or  representing  goods;  (E)  instruments, letters of credit, and
certificated  and  uncertificated securities (each as defined in the UCC); (F)
chattel  paper  (as  defined  in  the  UCC);  (G)  [Omitted]; (H) Intellectual
Property;  (I)  all  deposit  accounts of Borrower maintained with any bank or
financial  institution; (J) all cash and other monies and property of Borrower
in  the  possession  or  under  the  control  of  Agent,  any  Lender  or  any
partici-pant;  (K)  all  books, records, ledger cards, files, corres-pondence,
computer  programs,  tapes, disks and related data processing software that at
any  time  evidence  or  contain  informa-tion relating to any of the property
described  above  or  are  otherwise  necessary  or  helpful in the collection
thereof or realization thereon; and (L) proceeds of all or any of the property
described  above, including, without limitation, the proceeds of any insurance
policies  covering  any  of  the  above described property.  Additionally, the
Borrower  hereby ratifies and confirms the grant of a security interest in the
"Collateral"  (other  than  Equipment and Mortgaged Property) contained in the
Original  Loan  and Security Agreement, which security interest shall continue
in  full  force  and  effect  without interruption, and the security interests
granted  hereunder  and  in  the  Original  Loan  and Security Agreement shall
constitute  the single grant of a security interest.  Effective on the Closing
Date,  the  security  interest  in  and  mortgage  on  Equipment and Mortgaged
Property granted in the Original Loan and Security Agreement and Mortgages are
released  and  on  the Closing Date the Agent shall execute and deliver to the
Borrower  UCC  statements  of  partial  release and satisfactions of Mortgages
(each  in  form  and  substance satisfactory to the Agency) in respect of such
release.

          2.8      Capital Adequacy and Other Adjustments.  In the event Agent
                   --------------------------------------
or any Lender shall have determined that the adoption after the date hereof of
any  law,  treaty,  governmental  (or  quasi-govern-mental)  rule, regulation,
guideline or order regarding capital adequacy, reserve requirements or similar
requirements  or  com-pliance  by  Agent  or  such  Lender  or any corporation
controlling  Agent  or  such Lender with any request or directive issued after
the  date  hereof regarding capital adequacy, reserve require-ments or similar
requirements  (whether  or  not  having  the  force  of law and whether or not
failure  to  comply  therewith  would  be  unlawful)  from any central bank or
governmental  agency or body having jurisdiction does or shall have the effect
of  increasing  the  amount of capital, reserves or other funds required to be
main-tained  by  Agent  or such Lender or any corporation controlling Agent or
such  Lender  and  thereby  reducing  the  rate  of  return on Agent's or such
Lender's  or  such  corpora-tion's capital as a consequence of its obligations
hereunder,  then  Borrower  shall  from  time to time within fifteen (15) days
after  notice  and  demand  from  such  Lender (with a copy to Agent) or Agent
(together with the certificate referred to in the next sentence) pay to  Agent
or  such  Lender  additional  amounts  sufficient  to compensate Agent or such
Lender  for  such  reduction.  A certificate as to the amount of such cost and
showing  the  basis  of the computation of such cost submitted by Agent or any
Lender  to  Borrower  shall,  absent  manifest error, be final, conclusive and
binding  for  all  purposes.    Each  Lender  shall  use reasonable efforts to
promptly  notify  Borrower of the occurrence of an event which such Lender has
determined  entitles  such  Lender  to  payment  under  this  subsection  2.8,
provided,  that  the  failure to give such notice promptly by any Lender shall
not impair such Lender's right to demand payment under this subsection 2.8 for
any  period  of  not  more  than 180 days prior to the date notice is actually
given  by  such  Lender  to  Borrower.

          2.9          Taxes2.9          Taxes.
                       --------          -----

               (A)     No Deductions.  Any and all payments or reimburse-ments
                       -------------
made  hereunder  or  under the Revolving Notes shall be made without setoff or
counterclaim  and  free  and  clear  of  and without deduction for any and all
taxes,  levies,  imposts,  deductions,  charges  or  withholdings,  and  all
liabilities  with respect thereto; excluding, however, the following:  income,
franchise  and  similar  taxes  based  on,  or determined by reference to, net
income  that are imposed on any Lender or Agent by the jurisdic-tion under the
laws  of  which  Agent  or  such  Lender is organized or doing business or any
political  subdivision  thereof  and income, franchise and similar taxes based
on,  or  determined by reference to, net income that are imposed on any Lender
or  Agent  by  the jurisdiction of Agent's or such Lender's applicable lending
office  or any political subdivision thereof (all such taxes, levies, imposts,
deductions,  charges or withholdings and all liabilities with respect thereto,
excluding  such income, franchise and similar taxes based on, or determined by
reference  to,  net  income,  herein "Tax Liabilities").  If Borrower shall be
required  by  law to deduct any such Tax Liabilities from or in respect of any
sum  payable  hereunder to Agent or any Lender, then the sum payable hereunder
shall  be  increased  as  may  be necessary so that, after making all required
deductions,  Agent or such Lender receives an amount equal to the sum it would
have  received  had  no  such  deductions  been  made.

               (B)       Changes in Tax Laws  In the event that, subsequent to
                         -------------------
the  Closing Date, (i) any changes in any existing law, regula-tion, treaty or
directive  or  in the interpretation or application thereof, (ii) any new law,
regulation,  treaty  or directive enacted or any interpretation or application
thereof,  or (iii) compliance by Lender with any request or directive (whether
or  not  having  the  force of law) from any governmental authority, agency or
instru-mentality:

               (1)     does or shall subject Agent or any Lender to any tax of
any  kind  whatsoever with respect to this Agreement, the other Loan Documents
or  any  Revolving Loans made or Lender Letters of Credit issued hereunder, or
change the basis of taxation of payments to Agent or such Lender of principal,
fees,  interest  or  any other amount payable hereunder (except for net income
taxes,  or  franchise  taxes  imposed  in  lieu  of  net income taxes, imposed
generally  by  federal,  state  or  local  taxing  authorities with respect to
interest  or commitment or other fees payable hereunder or changes in the rate
of  tax  on  the  overall  net  income  of  Agent  or  such  Lender);  or

               (2)       does or shall impose on Agent or any Lender any other
condition  or increased cost in connection with the transac-tions contemplated
hereby  or participations herein; and the result of any of the foregoing is to
increase  the  cost  to  Agent  or such Lender of issuing any Lender Letter of
Credit  or  making or continuing any Revolving Loan hereunder, as the case may
be,  or  to  reduce  any  amount  receivable  hereunder,

then,  in  any such case, Borrower shall promptly pay to Agent or such Lender,
upon  its demand, any additional amounts necessary to compensate Agent or such
Lender,  on  an  after-tax  basis,  for such additional cost or reduced amount
receivable,  as  determined  by  Agent  or  such  Lender  with respect to this
Agreement  or  the  other  Loan  Documents.    If  Agent or any Lender becomes
entitled to claim any additional amounts pursuant to this subsection, it shall
promptly  notify Borrower of the event by reason of which Agent or such Lender
has  become  so  entitled.  A certificate as to any additional amounts payable
pursuant  to  the  foregoing  sentence  submitted  by  Agent  or any Lender to
Borrower  shall,  absent  manifest error, be final, conclusive and binding for
all  purposes.

               (C)      Foreign Lenders.  Each Lender organized under the laws
                        ---------------
of a jurisdiction outside the United States (a "Foreign Lender") shall provide
to Borrower and Agent, on or prior to the date upon which it shall have become
a Lender hereunder, and from time to time thereafter,  if requested in writing
by the Borrower, (but only so long as Lender remains lawfully able to do so) a
properly  completed  and  executed  Internal Revenue Service Form 4224 or Form
1001  or  other  applicable  form,  certifi-cate or document prescribed by the
Internal  Revenue  Service  of the United States certifying as to such Foreign
Lender's entitlement to such exemption from United States withholding tax with
respect to payments to be made to such Foreign Lender under this Agreement and
under the Revolving Notes (a "Certificate of Exemption").  Prior to becoming a
Lender  under  this  Agreement and within fifteen (15) days after a reasonable
written  request  of  Borrower  or  Agent  from  time to time thereafter, each
Foreign  Lender  that  becomes  a  Lender under this Agreement shall provide a
Certificate  of  Exemption.

               If a Foreign Lender does not provide a Certificate of Exemption
to  Borrower  and  Agent  within  the  time periods set forth in the preceding
paragraph (unless such failure is due to a change in treaty, law or regulation
occurring  subsequent  to  the  date  upon  which  such Lender became a Lender
hereunder), Borrower shall withhold taxes from payments to such Foreign Lender
at  the  applicable  statutory rates and Borrower shall not be required to pay
any  additional  amounts  as  a result of such withholding; provided, however,
that  all such withholding shall cease upon delivery by such Foreign Lender of
a  Certificate  of  Exemption  to  Borrower  and  Agent.

               2.10       Required Termination and Prepayment.  If on any date
                          -----------------------------------
any  Lender  shall  have  reasonably  determined (which determination shall be
final  and  conclusive  and  binding  upon  all  parties)  that  the making or
continuation  of  its  LIBOR  Rate  Loans has become unlawful or impossible by
compliance    by  Lender  in  good  faith  with  any  law,  governmental rule,
regulation or order (whether or not having the force of law and whether or not
failure  to  comply therewith would be unlawful), then, and in any such event,
that  Lender shall promptly give notice (by telephone confirmed in writing) to
Borrower  and  Agent  of that determination.  Subject to prior withdrawal of a
Notice  of  Borrowing  or a Notice of Conversion/Continuation or prepayment of
the LIBOR Rate Loans as contemplated by the subsection 2.11, the obligation of
Lender  to  make or maintain its LIBOR Rate Loans during any such period shall
be terminated at the earlier of the termination of the Interest Period then in
effect  or  when  required  by  law  and  Borrower  shall  no  later  than the
termination  of  the  Interest  Period  in  effect  at  the  time  any  such
determination  pursuant  to  this subsection 2.10 is made or, when required by
law,  earlier, repay or prepay the LIBOR Rate Loans together with all interest
accrued  thereon  or  convert  the  LIBOR  Rate  Loans  to  Base  Rate  Loans.

          2.11          Optional Prepayment/Replacement of Agent or Lenders in
                        ------------------------------------------------------
Respect  of  Increased  Costs.    Within  fifteen  (15)  days after receipt by
    -------------------------
Borrower  of  written notice and demand from Agent or any Lender (an "Affected
    ---
Lender")  for payment of additional costs or additional amounts as provided in
subsection  2.8  or  subsection  2.9  or of a determination that such Affected
Lender  may  not  make or maintain LIBOR Rate Loans, as provided in subsection
2.10,  Borrower  may,  at its option, notify Agent and such Affected Lender of
its  intention  to  do  one  of  the  following:

          (A)        Borrower may obtain, at Borrower's expense, a replacement
Lender  ("Replacement  Lender")  for  such  Affected Lender, which Replacement
Lender  shall  be  reasonably  satisfactory  to  Agent.  In the event Borrower
obtains  a  Replacement Lender within ninety (90) days following notice of its
intention  to  do  so, the Affected Lender shall sell and assign its Revolving
Loan  and  Revolving Loan Commitment to such Replacement Lender provided, that
Borrower has reimbursed such Affected Lender for its increased costs for which
it  is entitled to reimbursement under this Agreement through the date of such
sale  and  assignment.

          (B)     Borrower may prepay in full all outstanding Obligations owed
to  such  Affected  Lender and terminate such Affected Lender's Revolving Loan
Commitment.    Borrower shall, within ninety (90) days following notice of its
intention  to  do  so, prepay in full all outstanding Obligations owed to such
Affected Lender (including such Affected Lender's increased costs for which it
is  entitled  to  reimbursement  under this Agreement through the date of such
prepayment)  -and  terminate such Affected Lender's Revolving Loan Commitment.

          2.12          Compensation.   Borrower shall compensate Lender, upon
                        ------------
written  request by Lender (which request shall set forth in reasonable detail
the  basis for requesting such amounts and which shall, absent manifest error,
be conclusive and binding upon all parties hereto), for all reasonable losses,
expenses  and  liabilities (including, without limitation, any loss (including
interest  paid)  sustained  by  Lender in connection with the re-employment of
such  funds), Lender may sustain:  (i) if for any reason (other than a default
by  Lender)  a  borrowing  of  any  LIBOR  Rate  Loan does not occur on a date
specified  therefor  in  a  Notice  of  Borrowing,  a  Notice  of
Conversion/Continuation  or  a  telephonic  request  for  borrowing  or
Conversion/Continuation;  (ii)  if any prepayment or conversion to a Base Rate
Loan  of any of its LIBOR Rate Loans occurs on a date that is not the last day
of  an  Interest  Period  applicable  to  that  Revolving  Loan;  (iii) if any
prepayment of any of its LIBOR Rate Loans is not made on any date specified in
a  notice  of  prepayment  given by Borrower;  or (iv) as a consequence of any
other  default  by  Borrower to repay itsLIBOR Rate Loans when required by the
terms  of  this  Agreement;  provided,  that  during the period while any such
amounts  have not been paid, Lender shall reserve an equal amount from amounts
otherwise  available  to  be  borrowed  under  the  Revolving  Loan.

          2.13         Booking of LIBOR Rate Loans.  Lender may make, carry or
                       ---------------------------
transfer  LIBOR  Rate  Loans  at, to, or for the account of, any of its branch
offices  or  the  office  of  an  Affiliate  of  Lender.

          2.14            Assumptions  Concerning Funding of LIBOR Rate Loans.
                        -----------------------------------------------------
Calculation  of  all  amounts payable to Lender under subsection 2.12 shall be
made as though Lender had actually funded its relevant LIBOR Rate Loan through
the  purchase  of  a  LIBOR  deposit  bearing interest at the LIBOR Rate in an
amount  equal  to  the  amount  of  that  LIBOR  Rate Loan and having maturity
comparable  to  the  relevant Interest Period and through the transfer of such
LIBOR  deposit  from  an  offshore  office  to a domestic office in the United
States  of  America; provided, however, that Lender may fund each of its LIBOR
Rate  Loans  in  any  manner it sees fit and the foregoing assumption shall be
utilized  only  for  the calculation of amounts payable under subsection 2.12.

SECTION  3.         CONDITIONS TO Revolving Loan; CONDITIONS TO EFFECTIVENESS.
                    ---------------------------------------------------------

          3.1(a)        Conditions to Revolving Loans.     The obliga-tions of
                        -----------------------------
Agent  and  each Lender to make Revolving Loans and the obligation of Agent or
any  Lender  to issue Lender Letters of Credit on the Closing Date and on each
Funding  Date  are subject to satisfac-tion of all of the conditions set forth
below.

               (A)     Closing Deliveries.  Agent shall have received, in form
                       ------------------
and  substance  satisfactory to Agent and Lenders, all documents, instru-ments
and information identified on Schedule 3.1(A) and all other agreements, notes,
certificates,  orders,  authorizations,  financing  statements,  mortgages and
other  documents  which  Agent  may  at  any  time  reasonably  request.

               (B)          Security  Interests.  Agent and Lenders shall have
                            -------------------
received  satisfactory  evidence that all security interests and liens granted
to  Agent  for  the benefit of Lenders pursuant to this Agreement or the other
Loan  Documents  have  been  duly  perfected    (except  to  the  extent  that
arrangements satisfactory to the Agent for such perfection have been made) and
constitute  (or  as  to  security  interests  and  liens  as  to  which  such
arrangements  have  been  made,  will  constitute)  first  priority  security
interests and liens on the Collateral, subject only to Permitted Encumbrances.

               (C)      Closing Date Availability.  After giving effect to the
                        -------------------------
consummation  of  the  transactions contemplated hereunder on the Closing Date
and the  payment by Borrower of all costs, fees and expenses relating thereto,
the  Borrowing  Availability  shall  be  at least $10,000,000, and such excess
shall  have  been  created  without  any  deferral  by  Borrower of any of its
accounts  payable  not  in  the  ordinary  course  of  business.

               (D)        Representations and Warranties.  The representations
                          ------------------------------
and  warranties  contained  herein  and  in  the Loan Documents shall be true,
correct  and  complete in all material respects on and as of that Funding Date
to  the  same  extent  as  though  made on and as of that date, except for any
representation  or warranty limited by its terms to a specific date and taking
into  account  any  amendments to the Schedules or Exhibits as a result of any
disclosures  made  by Borrower to Agent after the Closing Date and approved by
Agent.

               (E)          Fees.    With respect to Revolving Loans or Lender
                            ----
Letters  of  Credit  to  be made or issued on the Closing Date, Borrower shall
have  paid the fees payable on the Closing Date referred to in subsection 2.3.

               (F)          No  Default.   No event shall have occurred and be
                            -----------
continuing or would result from the consummation of the requested borrowing or
notice  requesting issuance of a Lender Letter of Credit that would constitute
an  Event  of  Default  or  a  Default.

               (G)      Performance of Agreements.  Each Loan Party shall have
                        -------------------------
performed in all material respects all agreements and satisfied all conditions
which  any  Loan  Document provides shall be performed by it on or before that
Funding  Date.

               (H)        No Prohibition.  No order, judgment or decree of any
                          --------------
court,  arbitrator  or  governmental  authority  shall  purport  to  enjoin or
restrain  Agent  or  any Lender from making any Revolving Loans or issuing any
Lender  Letters  of  Credit.

               (I)       No Litigation.  There shall not be pending or, to the
                         -------------
knowledge  of  Borrower,  threatened, any action, charge, claim, demand, suit,
proceeding, petition, governmental investigation or arbitration by, against or
affecting  any  member of Parent Group or any property of any member of Parent
Group,  that  has  not  been disclosed by Borrower in writing, and there shall
have  occurred no development in any such action, charge, claim, demand, suit,
proceeding,  petition,  governmental  investigation  or arbitration that would
reasonably  be  expected  to  have  a  Material  Adverse  Effect.

          3.1(b)          Conditions  to  Effectiveness.    This amendment and
                          -----------------------------
restatement  of  the  Original  Loan  and  Security Agreement shall not become
effective unless and until the following conditions are satisfied or, with the
prior  written  consent  of  the  Agent  and  Lenders,  waived:

               (A)      GII shall have consummated the Initial Public Offering
and shall have applied the proceeds thereof to (i) the payment in full in cash
of  (x)  the  outstanding  principal  balance  of the "Term Loan" under and as
defined  in the Original Loan and Security Agreement, (y) all losses, expenses
and  liabilities  (as  required under subsection 2.12 of the Original Loan and
Security  Agreement)  resulting from the prepayment of any portion of the Term
Loan  which  is  a  LIBOR  Rate Loan on a date which is not the last day of an
"Interest  Period"  under  and  as  defined  in the Original Loan and Security
Agreement and (z) all interest on the Term Loan accrued and unpaid through the
date  of  prepayment, whether or not due, and (ii) payment and satisfaction in
full  in cash of the Senior Subordinated Notes, including all interest thereon
and  fees,  costs  and  expenses  payable  in  connection  therewith,  and the
termination  of  all  obligations of the Borrower and GII under the Securities
Purchase  Agreements,  all  guarantees  thereof,  and  all documents issued by
Borrower  or  GII  in  connection  therewith.

               (B)       All conditions to a borrowing under subsection 3.1(a)
shall  be  satisfied.

               (C)          The  Tangible Net Worth after giving effect to the
occurrence  of  the  Closing  Date,  the  consummation  of  the Initial Public
Offering  and the satisfaction of the Term Loan and Senior Subordinated Notes,
as  required under clause (A) of this subsection 3.1(b), and any redemption of
preferred  stock,  shall  be  not  less  than  $4,000,000.

               (D)       This Agreement shall have been executed and delivered
by  the  Lenders,  the  Agent,  the  Borrower  and  GII.

               (E)     GIC shall have merged with and into GII, with GII being
the  surviving  corporation,  no  Change  of  Control shall have occurred as a
result  thereof,  immediately after the consummation of such merger, GII shall
own  100%  of  the  issued  and  outstanding  shares  of  capital stock of the
Borrower,  such  merger  shall  not  have  effected  any change in the capital
structure  or  outstanding  securities  or  liabilities of GII except that GII
shall  have assumed all obligations of GIC, including, without limitation, all
obligations  in favor of the Agent and the Lenders under the Loan Documents to
which  GIC  was  a  party,  and  GII  shall  have  executed and delivered such
documents  and  agreements  as  the  Agent  may  have  reasonably requested in
connection  with  the  preservation  of  the Lien in favor of the Agent on the
Borrower's  stock  and  otherwise  in  connection  therewith.

               (F)      Borrower and GII shall have executed and delivered the
documents  and  agreements  listed  on  Schedule  3.1(b)(F)  hereto.

               (G)          Agent  shall  have  received  legal  opinions from
independent  counsel  to  the  Borrower  and GII, in form, scope and substance
satisfactory  to Agent, as to the execution and delivery of this Agreement and
the documents and agreement described in clause (F) of this subsection 3.1(b).


SECTION  4.          BORROWER'S  REPRESENTATIONS  AND  WARRANTIES.
                     --------------------------------------------

          In  order  to  induce  Agent  and  each  Lender  to  enter into this
Agreement,  and to make Revolving Loans and to issue Lender Letters of Credit,
Borrower  represents  and warrants to Agent and each Lender that the following
statements  are and, on the Closing Date and each other Funding Date,  will be
true,  correct  and  complete:

          4.1          Organization,  Powers,  Capitalization.
                       --------------------------------------

               (A)     Organization and Powers.  Each of the Loan Parties is a
                       -----------------------
corporation  duly  organized,  validly existing and in good standing under the
laws  of its jurisdiction of incorporation and qualified to do business in all
states  where  such  qualification  is required, except where failure to be so
qualified  could not be reasonably expected to have a Material Adverse Effect.
Each  of  the  Loan Parties has all requisite corporate power and authority to
own  and operate its properties, to carry on its business as now conducted and
proposed  to  be  conducted  and  to  enter  into  each  Loan  Document.

               (B)       Capitalization.  The authorized capital stock of each
                         --------------
of  the  Loan  Parties  is,  as  of the Closing Date, as set forth on Schedule
4.1(B).    All  issued  and outstanding shares of capital stock of each of the
Loan  Parties  are  duly  authorized  and  validly  issued,  fully  paid,
nonassessable,  free and clear of all Liens other than those in favor of Agent
for the benefit of Lenders, and such shares were issued in compliance with all
applicable  state  and federal laws concerning the issuance of securities.  As
of the Closing Date, the capital stock of each of the Loan Parties is owned by
the  stockholders  and in the amounts set forth on Schedule 4.1(B).  As of the
Closing  Date,  no  shares of the capital stock of any member of Parent Group,
other  than  those  described above, are issued and outstanding.  There are no
preemptive  or  other outstanding rights, options, warrants, conversion rights
or  similar  agreements or understandings for the purchase or acquisition from
any member of Parent Group, of any shares of capital stock or other securities
of  any  such  entity  other  than pursuant to the Stockholders' Agreement and
stock  options  granted  to  its  directors,  officers  and  employees.

               4.2      Authorization of Borrowing, No Conflict.  Borrower has
                        ---------------------------------------
the  corporate  power  and  authority  to  incur  the Obligations and to grant
security  interests  in  the  Collateral.  On the Closing Date, the execution,
delivery  and  performance  of the Loan Documents by each Loan Party signatory
thereto  will  have  been  duly  authorized  by  all  necessary  corporate and
shareholder  action.    The  execution,  delivery and performance by each Loan
Party  of  each  Loan Document to which  it is a party and the consummation of
the  transactions  contemplated by this Agreement and the other Loan Documents
by  each  Loan Party do not contravene and will not be in contravention of any
appli-cable  law,  the  corporate  charter  or bylaws of any Loan Party or any
agreement  or  order  by  which any Loan Party or any Loan Party's property is
bound.   This Agreement is and each of the other Loan Docu-ments when executed
and delivered in accordance with this Agreement will be, the legally valid and
binding  obligation  of  the each Loan Party thereto, enforceable against such
Loan  Party  in  accordance  with  its  terms.

               4.3          Financial  Condition.    The  financial statements
                            --------------------
concerning  Borrower and its Subsidiaries as of and for the fiscal years ended
December  31, 1992, December 31, 1993 and December 31, 1994, December 31, 1995
and  as of and for the ten months ended October 31, 1996, copies of which have
been  furnished  by  Borrower  and  its  Subsidiaries  to  Agent or any Lender
pursuant  to  this  Agreement  have  been  prepared  in  accordance  with GAAP
consistently  applied  throughout  the  periods  involved (except as disclosed
therein  and  not  including, in the case of such interim financial statements
normal year end adjustments) and present fairly the financial condition of the
corporations  covered thereby as at the dates thereof and the results of their
operations for the periods then ended.  The Pro Forma was prepared by Borrower
based  on  the  unaudited  balance sheet of Borrower dated June 30, 1996.  The
Projections  delivered  and  to be delivered have been and will be prepared by
Borrower  in  light of the past operations of the business of Borrower and its
Subsidiaries,  and, to the extent of the first 12 month period covered by such
Projections,  such  Projections  represent  and  will represent the good faith
estimate  of  Borrower and its senior management concerning  the most probable
course  of  its  business  for  such  12  month  period  as  of  the date such
Projections  are  prepared  and  delivered.


          4.4          Indebtedness  and Liabilities.  As of the Closing Date,
                       -----------------------------
neither  Borrower  nor any of its Subsidiaries has (a) any Indebtedness except
as  reflected  on the Pro Forma or (b) any Liabilities other than as reflected
on  the  Pro Forma or as incurred in the ordinary course of business following
the  date  of  the  most  recent  financial  statements delivered to Agent and
Lenders.

          4.5         Account Warranties.  As to each Account reflected on any
                      ------------------
Borrowing  Base  Certificate:  at  the  time of its creation, the Account is a
valid,  bona fide account, representing an undisputed indebtedness incurred by
the  named  account debtor for goods actually sold and delivered or shipped as
required by the applicable contract or for services completely rendered; there
are  no  setoffs, offsets or counterclaims, genuine or otherwise, against such
Account  other  than any reflected on the Borrowing Base Certificate delivered
to  the  Agent;  the  Account  does  not represent a sale to an Affiliate or a
consignment,  sale  or  return  or  a  bill  and hold transaction; no specific
agreement exists permitting any deduction or discount (other than the discount
stated  on  the  invoice)  other  than  deductions  or  discounts taken in the
ordinary  course  of business; Borrower is the lawful owner of the Account and
has  the  right  to  assign the same to Agent, for the benefit of Lenders; the
Account  is  free of all security interests, liens and encumbrances other than
those  in  favor  of  Agent,  on behalf of Lenders, and the Account is due and
payable  in  accordance  with  its  terms.

          4.6        Names.  Schedule 4.6 sets forth all names, trade names or
                     -----
fictitious  names  and  business names under which Borrower currently conducts
business  or  has  at  any  time  during  the five years prior to the Original
Closing  Date  conducted  business.

          4.7        Locations; FEIN.  Schedule 4.7 sets forth the location of
                     ---------------
Borrower's  principal  place of business, the location of Borrower's books and
records,  the  location  of  all  other offices of Borrower and all Collateral
locations,  and  such locations are Borrower's sole locations for its business
and  the Collateral.  Borrower's federal employer identification number is set
forth  on  the  signature  page  hereof.

          4.8          Title  to  Properties; Liens.  Borrower and each of its
                       ----------------------------
Subsidiaries  has  good,  sufficient  and  legal  title,  subject to Permitted
Encumbrances,  to  all  its respective material properties and assets.  Except
for  Permitted Encumbrances, all such properties and assets are free and clear
of  Liens.   To the best knowledge of Borrower after due inquiry, there are no
actual,  threatened  or  alleged  defaults  with respect to any leases of real
property  under  which Borrower or any of its Subsidiaries is lessee or lessor
which  would  have  a  Material  Adverse  Effect.

          4.9          Litigation;  Adverse  Facts.    There  are no judgments
                       ---------------------------
outstanding  against  any  member of Parent Group or affecting any property of
any  member  of  Parent  Group nor is there any action, charge, claim, demand,
suit,  proceeding,  petition,  governmental  investigation  or arbitration now
pending  or,  to  the best knowledge of Borrower after due inquiry, threatened
against  or affecting any member of Parent Group or any property of any member
of  Parent  Group which could reasonably be expected to result in any Material
Adverse  Effect.    No  member  of  Parent  Group  has received any opinion or
memorandum or legal advice from legal counsel to the effect that it is exposed
to  any liability which could reasonably be expected to result in any Material
Adverse  Effect.


          4.10      Payment of Taxes.  All material tax returns and reports of
                    ----------------
GII  and  each of its Subsidiaries required to be filed by any of them (either
separately  or  as  members  of an affiliated group of corporations) have been
timely  filed  (and as of the time of filing, such returns correctly reflected
the  facts  regarding the income, business, assets, operations, activities and
status  of  each  of  them),  and  all  taxes,  assessments,  fees  and  other
governmental  charges  upon such Persons and upon their respective properties,
assets,  income  and  franchises  which  are  shown on such returns as due and
payable  have been paid when due and payable.  As of the Closing Date, none of
the  United  States  income tax returns of Borrower or any of its Subsidiaries
are  under  audit  except  described in Schedule 4.10.  No tax liens have been
filed  and  no claims (except as otherwise permitted by Section 5.9) are being
asserted  with  respect to any such taxes.  The charges, accruals and reserves
on  the books of Borrower and each of its Subsidiaries in respect of any taxes
or  other  governmental  charges  are  in  accordance  with  GAAP.

          4.11        Performance of Agreements.  None of the Loan Parties and
                      -------------------------
none  of  their  respective  Subsidiaries  is  in  default in the performance,
observance  or  fulfillment of any of the obligations, covenants or conditions
contained  in  any  contractual  obligation  of  any  such  Person  that could
reasonably  be  expected  to  result  in  a  Material  Adverse  Effect, and no
condition exists that, with the giving of notice or the lapse of time or both,
would  constitute  such  a  default.

          4.12          Employee  Benefit  Plans.    Borrower,  each  of  its
                        ------------------------
Subsidiaries,  each  ERISA  Affiliate  and  each  Employee  Benefit Plan is in
compliance  in  all material respects with all applicable provisions of ERISA,
the IRC and all other applicable laws and the regulations and interpreta-tions
thereof with respect to all Employee Benefit Plans.  No material liability has
been  incurred  by  Borrower,  any  Subsidiaries  or any ERISA Affiliate which
remains  unsatisfied  for  any  funding  obligation,  taxes  or penalties with
respect  to  any Employee Benefit Plan.  Except as set forth on Schedule 4.12,
none  of  the Employee Benefit Plans which is an employee welfare benefit plan
(whether  funded  or  not  funded)  provides  any  post-retirement  benefits.

          4.13          Intellectual  Property.    Borrower  and  each  of its
                        ----------------------
Subsidiaries  owns,  is licensed to use or otherwise has the right to use, all
Intellectual  Property used in or necessary for the conduct of its business as
currently  conducted,  and  all  such  Intellectual  Property is identified on
Schedule  4.13.

          4.14       Broker's Fees.  No broker's or finder's fee or commission
                     -------------
will  be  payable with respect to any of the transactions contemplated hereby.

          4.15      Environmental Compliance.  Each member of Parent Group has
                    ------------------------
been  and  is  currently in compliance with all applicable Environmental Laws,
including  obtaining  and maintaining in effect all permits, licenses or other
authorizations  required  by  applicable  Environ-mental  Laws  other than any
noncompliance that could not reasonably be expected to have a Material Adverse
Effect.    There  are  no  claims,  liabilities,  investigations,  litigation,
administrative  proceedings,  whether  pending or threatened, or  judgments or
orders  relating to any Hazardous Materials asserted or threatened against any
member  of Parent Group or relating to any real property currently or formerly
owned, leased or operated by any member of Parent Group other than any claims,
liabilities, investigations, litigation, administrative proceedings, judgments
or  orders  that  could  not reasonably be expected to have a Material Adverse
Effect.

          4.16     Solvency.  As of the date of this Agreement and the Closing
                   --------
Date,  Borrower:  (a) owns and will own assets the fair salable value of which
are (i) greater than the total amount of its liabilities (including contingent
liabilities) and (ii) greater than the amount that will be required to pay the
probable  liabilities  of Borrower as they mature; (b) has capital that is not
unreasonably  small  in relation to its business as presently conducted or any
contemplated  or  undertaken transaction; and (c) does not intend to incur and
does not believe that it will incur debts beyond its ability to pay such debts
as  they  become  due.

          4.17          Disclosure.    The  representations  and warranties of
                        ----------
Borrower,  its  Subsidiaries  and  the  other  Loan  Parties contained in this
Agreement,  the  financial  statements,  the  other  Loan Documents, and other
documents,  certificates  and  written  statements  furnished  to Agent or any
Lender  by or on behalf of any such Person for use in connection with the Loan
Documents,  taken  as  a  whole,  do  not  contain   any untrue statement of a
material  fact or omit to state a material fact necessary in order to make the
statements  contained  herein  and  therein  not  misleading  in  light of the
circumstances  in which the same were made.  The Projections contained in such
materials are based upon good faith estimates and assumptions believed by such
Persons  to  be  reasonable at the time made, it being recognized by Agent and
Lenders  that  such  projections  as  to future events are not to be viewed as
facts and that actual results during the period or periods covered by any such
projections  may differ from the projected results.  There is no material fact
(other  than  general  economic  conditions) known to Borrower that has had or
will  have a Material Adverse Effect and that has not been disclosed herein or
in such other documents, certificates and statements furnished to Agent or any
Lender  for  use  in  connection  with  the  transactions contemplated hereby.

          4.18     Insurance.  Borrower and each of its Subsidiaries maintains
                   ---------
adequate  insurance  policies  for  public  liability, property damage for its
business  and  properties,  product  liability,  and business interruption; no
notice  of  cancellation  has  been received with respect to such policies and
Borrower;  and  each  of its Subsidiaries is in compliance with all conditions
contained  in  such  policies,  the  noncompliance  with which could result in
denial  of  coverage  by  the  insurer.

          4.19         Compliance with Laws.  No member of Parent Group, is in
                       --------------------
violation  of  any law, ordinance, rule,  regulation, order, policy, guideline
or  other  requirement  of  any  domestic  or  foreign  government  or  any
instru-mentality  or  agency  thereof, having jurisdiction over the conduct of
its  business  or  the  ownership  of  its  properties,  including,  without
limitation,  any violation relating to any use, release, storage, transport or
disposal  of  any Hazardous Material, which violation would subject any member
of Parent Group, or any of  their respective officers to criminal liability or
have  a  Material  Adverse  Effect  and  no  such  violation has been alleged.

          4.20          Bank  Accounts.   Schedule 4.20 sets forth the account
                        --------------
numbers  and  locations of all bank accounts of Borrower and its Subsidiaries.

          4.21        Subsidiaries.  GII has no direct Subsidiaries other than
                      ------------
Borrower.    Borrower  has no Subsidiaries other than as set forth on Schedule
4.21.

          4.22        Employee Matters.  Except as set forth on Schedule 4.22,
                      ----------------
(a) no member of Parent Group nor any of such member's employees is subject to
any  collective  bargaining  agreement,  (b)  no petition for certification or
union  election  is  pending  with  respect  to the employees of any member of
Parent  Group  and  no  union  or  collective  bargaining unit has sought such
certification  or  recognition  with respect to the employees of any member of
Parent  Group  and  (c)  there  are  no  strikes, slowdowns, work stoppages or
controversies pending or, to the best knowledge of Borrower after due inquiry,
threatened  between  any  member of Parent Group and its respective employees,
other  than  employee  grievances  arising  in the ordinary course of business
which  could  reasonably  be  expected  to have, either individually or in the
aggregate,  a  Material Adverse Effect.  Except as set forth on Schedule 4.22,
no  member  of  Parent Group is party to any employment contract providing for
total  cash  compensation  in  excess  of  $150,000.

          4.23      Governmental Regulation.  No member of Parent Group is, or
                    -----------------------
after  giving  effect  to  any  loan  will be, subject to regulation under the
Public  Utility  Holding  Company  Act  of  1935, the Federal Power Act or the
Investment  Company  Act  of  1940  or  to  any  federal  or  state statute or
regulation  limiting  its  ability  to  incur indebtedness for borrowed money.

          The  Borrower may, at any time and from time to time (and subject to
subsection  5.13),  amend any one or more of the Schedules referred to in this
Section  4  upon not less than five (5) Business Days' prior written notice to
the Agent, and any representation or warranty contained herein which refers to
any such Schedule shall from and after the date of any such amendment refer to
such Schedule as so amended, provided, that in no event may the Borrower amend
any  such  Schedule  if  such amendment would reflect or evidence a Default or
Event  of  Default;  and  provided,  further,  that in the event that any such
notice  relates  to  the Collateral or perfection of Agent's security interest
therein,  Borrower  shall (at Borrower's cost and expense) execute and deliver
and  cause  to be filed or recorded any and all financing statements and other
documents and take such other action, in each case, as may be necessary in the
opinion  of Agent to perfect the Agent's security interest in Collateral or to
continue  the  perfection  thereof.

SECTION  5.          AFFIRMATIVE  COVENANTS.
                     ----------------------

          Each  of  Borrower and GII covenants and agrees that, so long as any
of  the  Revolving  Loan  Commitments  hereunder  shall be in effect and until
payment  in  full  in  cash  of  all Obligations and termination of all Lender
Letters  of  Credit, unless Requisite Lenders shall otherwise give their prior
written  consent,  Borrower  and  GII  shall  perform,  and  shall cause their
respective Subsidiaries to perform, all covenants in this Section 5 applicable
to  such  Person.

          5.1          Financial Statements and Other Reports.  Each member of
                       --------------------------------------
Parent  Group will maintain, and cause each of its Subsidiaries to maintain, a
system  of  accounting  established  and administered in accordance with sound
business practices to permit preparation of financial statements in conformity
with  GAAP.   Borrower will deliver or cause to be delivered to Agent and each
Lender  (unless    specified  to  be  delivered solely to Agent) the financial
statements  and  other  reports  described  below.

               (A)        Monthly Financials.  As soon as available and in any
                          ------------------
event  within  (i)  forty-five  (45) days after the end of each calendar month
which  coincides  with  the  end of a fiscal quarter and (ii) thirty (30) days
after the end of each other calendar month,  Borrower will deliver or cause to
be  delivered  (1)  the consolidated and consolidating balance sheet of Parent
Group  as  at  the end of such calendar month and the related consolidated and
consolidating  statements  of  income,  stockholders' equity and cash flow for
such  calendar month and for the period from the beginning of the then current
Fiscal  Year  to  the  end  of  such calendar month, and (2) a schedule of the
outstanding  Indebtedness  for  borrowed  money  of Parent Group describing in
reasonable  detail  each such debt issue or loan outstanding and the principal
amount  and  amount  of  accrued and unpaid interest with respect to each such
debt  issue  or  loan.

               (B)          [Omitted].

               (C)       Year-End Financials.  As soon as available and in any
                         -------------------
event  within one hundred twenty (120) days after the end of each Fiscal Year,
Borrower  will deliver or cause to be delivered:  (1) the consolidated balance
sheet  of Parent Group as at the end of such year and the related consolidated
statements of income, stockholders' equity and cash flow for such Fiscal Year;
(2)  a  schedule of the outstanding Indebtedness of Parent Group describing in
reasonable  detail  each such debt issue or loan outstanding and the principal
amount  and  amount  of  accrued and unpaid interest with respect to each such
debt issue or loan; (3) a report with respect to the financial statements from
a  "Big  6"  firm  of  independent  certified  public  accountants selected by
Borrower  or  other  independent  certified  public  accountants  selected  by
Borrower  and  acceptable  to  Agent,  which report shall be unqualified as to
going concern and scope of audit of Parent Group and shall state that (a) such
consolidated  financial  statements  present fairly the consolidated financial
position  of  Parent  Group --as at the dates indicated and the results of its
operations  and  cash  flow  for the periods indicated in conformity with GAAP
applied on a basis consistent with prior years and (b) that the examination by
such accountants in connection with such consolidated financial statements has
been  made in accord-ance with generally accepted auditing standards ; and (4)
for each period in which any Subsidiary of Borrower is required to be included
in  the  consolidated  financial statements of Parent Group in conformity with
GAAP,  copies  of  the  consolidating  financial  statements  of Parent Group,
-including  consolidating balance sheets of Parent Group as at the end of such
Fiscal  Year  showing  intercompany  eliminations.

               (D)      Accountants' Certification and Reports.  Together with
                        --------------------------------------
each delivery of consolidated financial statements of Parent Group pursuant to
subsection  5.1(C),  Borrower  will  deliver  (1)  a  written statement by its
independent  certified public accountants (a) stating that the examination has
included  a review of the terms of this Agreement as same relate to accounting
matters  and  (b)  stating  whether,  in  connection with the examination, any
condition  or event that constitutes a Default or an Event of Default has come
to  their  attention  and,  if  such  a  condition  or event has come to their
attention,  specifying  the  nature and period of existence thereof and (2) to
the  extent  that the Borrower is able to obtain such a letter through the use
of  commercially  reasonable efforts to do so, a letter addressed to Agent and
Lenders from such accountants stating that such accountants have been informed
that  a  primary intent of Borrower was to have the professional services such
accountants  provided  to Parent Group in preparing their audit report and the
letter  referred  to  in this subsection 5.1(D) benefit or influence Agent and
Lenders,  and  identifying  Agent  and  Lenders  as  parties that Borrower has
indicated  intend  to  rely  on  such professional services provided to Parent
Group  by  such  account-ants.    Promptly upon receipt thereof, Borrower will
deliver  copies  of  all significant reports submitted to any member of Parent
Group  by  independent  public  accountants  in  connection  with each annual,
interim  or  special audit of the financial statements of Parent Group made by
such  accountants,  including the comment letter submitted by such accountants
to  management  in  connection  with  their  annual  audit.

               (E)      Compliance Certificate.  Together with the delivery of
                        ----------------------
each  set  of  financial statements referenced in subparts (A) (for any period
ending  at  the  end  of  any  fiscal  quarter) or (C) of this subsection 5.1,
Borrower  will  deliver  a Compliance Certificate, together with copies of the
calculations and work-up employed to determine com-pliance or noncompliance by
Borrower    with  the  financial covenants set forth in Section 6 and from and
after  the  consummation  of  a Permitted Acquisition, computations indicating
Average  Borrowing  Availability  for the Rolling Period then ended and of the
calculation  of  the  Interest  Adjustment  Ratios for the Rolling Period then
ended.

               (F)        Borrowing Base Certificates, Registers and Journals.
                          ---------------------------------------------------
(x)  If Borrowing Availability, based on the most recently delivered Borrowing
Base  Certificate  is  $5,000,000  or  more,  within  ten  (10)  Business Days
following  the  last  day  of  each calendar month (as of the last day of such
calendar  month),  (y)  if  Borrowing Availability, based on the most recently
delivered Borrowing Base Certificate is less than $5,000,000 but not less than
$1,000,000 on Tuesday of each week (as of the immediately preceding Friday) or
(z)  if Borrowing Availability, based on the most recently delivered Borrowing
Base  Certificate  is  less  than  $1,000,000  on each Business Day (as of the
immediately  preceding  Business  Day), Borrower shall deliver to Agent: (1) a
Borrowing  Base  Certificate  updated  to  reflect  the  most recent sales and
collections  of Borrower and an assignment schedule of all Accounts created by
Borrower; and (2) an invoice register or sales journal describing all sales of
Borrower  for  that  month,  week or day, as applicable, in form and substance
satisfactory  to  Agent,  and,  if  Agent  so  requests,  copies  of  invoices
evidencing  such  sales  and  proofs  of  delivery  relating  thereto.

               (G)      Reconciliation Reports, Inventory Reports and Listings
                        ------------------------------------------------------
and  Agings.   On the Closing Date and within ten (10) Business Days after the
-----------
last  day  of  each  month  and  from  time to time upon the request of Agent,
Borrower will deliver to Agent: (1) an aged trial balance of all then existing
Accounts;  and  (2) an Inventory Report as of the last day of such period.  As
soon  as  available  and  in any event within ten (10) Business Days after the
last  day  of  each  month,  and  from time to time upon the request of Agent,
Borrower  will  deliver  to  Agent:  (1)  a  Reconciliation
<PAGE>
Report  as  at  the  last day of such period; (2) an aged trial balance of all
then existing accounts payable; and (3) a detailed inventory listing and cover
summary  report.  All such reports shall be in form and substance satisfactory
to  Agent.

               (H)          Management Report.  Together with each delivery of
                            -----------------
financial  statements  of  Parent Group pursuant to subdivisions (A) or (C) of
this  subsection  5.1,  Borrower  will  deliver  a  management  report:    (1)
describing  the  operations  and  financial  condition of Parent Group for the
month  then  ended and the portion of the current Fiscal Year then elapsed (or
for  the  Fiscal  Year  then  ended  in  the case of year-end financials); (2)
setting  forth  in  comparative  form  the  corres-ponding  figures  for  the
corresponding  periods  of  the  previous  Fiscal  Year  and the corresponding
figures from the most recent Projections for the current Fiscal Year delivered
to  Lenders  pursuant  to  5.1(P);  and  (3)  discussing  the  reasons for any
significant  variations.    The  information  above  shall  be  presented  in
reasonable  detail  and  shall  be certified by the chief financial officer of
Borrower  to  the  effect that such information fairly presents the results of
operations and financial condition of Parent Group as at the dates and for the
periods  indicated.

               (I)         Appraisals.  From time to time, upon the request of
                           ----------
Agent,  Borrower  will  obtain  and  deliver  to Agent, at Borrower's expense,
appraisal  reports  in form and substance and from ap-praisers satisfactory to
Agent,  stating the then current fair market and orderly liquidation values of
all  or  any  portion of the Collateral; provided, that so long as no Event of
Default  is  continuing,  Agent  shall  not  request  an  appraisal, as to any
particular  category  of Collateral, to be performed more than once every Loan
Year.

               (J)         Government Notices.  Borrower will deliver to Agent
                           ------------------
promptly  after  receipt copies of all notices, requests, subpoenas, inquiries
or  other  writings  received  by  any  member  of  the  Parent Group from any
govern-mental  agency  concerning  any Employee Benefit Plan, the violation or
alleged  violation  of any Environmental Laws, the storage, use or disposal of
any  Hazardous  Material, the violation or alleged violation of the Fair Labor
Standards  Act  or payment or non-payment of any taxes by any member of Parent
Group  including  any  tax  audit.

               (K)       Events of Default, etc.  Promptly upon any officer of
                         -----------------------
Borrower  obtaining  knowledge  of  any of the following events or conditions,
Borrower  shall  deliver  a  certificate of Borrower's chief executive officer
specifying  the  nature and period of existence of such condition or event and
what  action  Borrower  has taken, is taking and proposes to take with respect
thereto:  (1)  any  condition or event that constitutes an Event of Default or
Default;  (2) any notice of default that any Person has given to any member of
Parent  Group  or any other action taken with respect to a claimed default; or
(3)  any  Material  Adverse  Effect.

               (L)         Trade Names.  Borrower and each of its Subsidiaries
                           -----------
will give Agent at least thirty (30) days advance written notice of any change
of  name  or  of  any  new trade name or fictitious business name and will (at
Borrower's expense)  execute and deliver and cause to be filed or recorded any
and  all  financing statements and other documents and take such other action,
in  any case, which Agent deems necessary to obtain or continue the perfection
of  Agent's  security  interests  and  liens  on the Collateral or any portion
thereof.  Borrower's use of any trade name or fictitious business name will be
in  compliance  with  all  laws  regarding  the  use  of  such  names.

               (M)        Locations.  Borrower will give Agent at least thirty
                          ---------
(30)  days  advance  written  notice  of  any change in the principal place of
business  of  any  Loan  Party  or any change in the location of the books and
records  of  any  Loan Party or of any portion of the Collateral or of any new
location  for  books  and  records  of  any  Loan  Party or any portion of the
Collateral (including any new location resulting from a Permitted Acquisition)
and  will (at Borrower's expense) execute and deliver and cause to be filed or
recorded  any  and  all financing statements and other documents and take such
other  action,  in any case, which Agent deems necessary to obtain or continue
the  perfection  of  Agent's security interests and liens on the Collateral or
any  portion  thereof.

               (N)      Bank Accounts.  Borrower will give Agent prompt notice
                        -------------
of  any  new bank accounts which any Loan Party -intends to establish prior to
their  opening  same.

               (O)          Litigation.  Promptly upon any officer of Borrower
                            ----------
obtaining  knowledge  of  (1) the institution of any action, suit, proceeding,
governmental  investigation  or arbitration against or affecting any member of
Parent  Group  or  any  property  of any member of Parent Group not previously
disclosed  by Borrower to Agent or (2) any material development in any action,
suit,  proceeding,  governmental  investigation  or  arbitration  at  any time
pending against or affecting any member of Parent Group or any property of any
member  of  Parent Group which (in the case of (1) or (2) above) is reasonably
likely  to have a Material Adverse Effect,  Borrower will promptly give notice
thereof  to  Agent  and  provide  such  other information as may be reasonably
available  to  them  to  enable Agent and its counsel to evaluate such matter.

               (P)      Projections.  As soon as available and in any event no
                        -----------
later  than  thirty (30) days after the start of each Fiscal Year of Borrower,
Borrower  will  deliver  consolidated  and consolidating Projections of Parent
Group  for  the  forthcoming  Fiscal  Year,  month  by  month.

               (Q)          Subordinated  Debt and Other Indebtedness Notices.
                            -------------------------------------------------
Borrower  shall  promptly  deliver  copies of all notices given or received by
Borrower  with  respect to noncompliance with any term or condition related to
any  Subor-dinated  Debt  and  other material Indebtedness, and shall promptly
notify  Lenders  and  Agent  of  any potential or actual event of default with
respect  to  any  Subordinated  Debt  or  other  material  Indebtedness.

               (R)          Other  Information.    With reasonable promptness,
                            ------------------
Borrower  will  deliver  such  other  information and data with respect to any
member of Parent Group or the Collateral as Agent or any Lender may reasonably
request  from  time  to  time.

               (S)     Opening Balance Sheet.  As soon as available and in any
                       ---------------------
event  within  one  hundred twenty (120) days after October 13, 1995, Borrower
will deliver an audited consolidated and consolidating balance sheet of Parent
Group  as  of  October  13,  1995  prepared by a firm of independent certified
public  accountants  reasonably  acceptable  to  Agent.

          5.2      Access to Accountants.  Each of Borrower and GII authorizes
                   ---------------------
Agent  and Lenders to discuss the financial condition and financial statements
of  Parent  Group  with  Parent  Group's  independent  public accountants upon
reasonable  notice  to Borrower of its intention to do so, and authorizes such
accountants  to  respond  to  all  of  Agent's  and  Lenders'  inquiries.

          5.3        Inspection.  Each member of Parent Group shall, and shall
                     ----------
cause  each  other  member of Parent Group to, permit Agent and any authorized
representatives designated by Agent to visit and inspect any of the properties
of  any  one  or  more  Loan  Parties  including  its  and their financial and
accounting  records,  and  to  make copies and take extracts therefrom, and to
discuss  its  and  their  affairs,  finances  and  business with its and their
officers  and  independent public accountants, at such reasonable times during
normal  business  hours  and as often as may be reasonably requested.  Each of
Borrower  and  GII acknowledges that Agent intends to make such inspections on
at  least a quarterly basis.  Each Lender may with the consent of Agent, which
will  not  be  unreasonably  denied,  accompany  Agent  on  any  such visit or
inspection.

          5.4      Collateral Records.  Each member of Parent Group shall, and
                   ------------------
shall  cause  each  other member of Parent Group to, keep and shall cause each
Subsidiary  of  Borrower to keep, full and accurate books and records relating
to  the  Collateral  and shall mark such books and records to indicate Agent's
security  interests  in  the  Collateral,  for  the  benefit  of  Lenders.

          5.5     Account Covenants; Verification.  Borrower shall, at its own
                  -------------------------------
expense:  (a) cause all invoices evidencing Accounts and all copies thereof to
bear  a  notice that such invoices are payable to the lockboxes established in
accordance  with  subsection 5.6 and (b) use its best efforts to assure prompt
payment of all amounts due or to become due under the Accounts.  Borrower will
promptly  reflect on each Borrowing Base Certificate any dispute or claim with
respect  to  an  Account  alleged  by a customer or of any other circumstances
known  to  Borrower  that  may  impair  the  validity  or collectibility of an
Account.    Except  in the ordinary course of business in conformity with past
practice,  no  discounts,  credits  or  allowances  will be issued, granted or
allowed by Borrower to customers and, except as aforesaid,  no returns will be
accepted  without  Agent's  prior  written consent; provided, that until Agent
notifies  Borrower to the contrary, Borrower may presume consent.  Agent shall
have the right, at any time or times hereafter, to verify the validity, amount
or  any  other matter relating to an Account, by mail, telephone or in person.
While an Event of Default is continuing, Borrower shall not, without the prior
consent  of  Agent,  adjust, settle or compromise the amount or payment of any
Account, or release wholly or partly any customer or obligor thereof, or allow
any  credit  or discount thereon, other than, unless otherwise directed by the
Agent,  in  the  ordinary  course  of  business.

          5.6          Collection  of  Accounts  and Payments.  Borrower shall
                       --------------------------------------
establish lockboxes and blocked accounts (collectively, "Blocked Accounts") in
Borrower's  name  with  such  banks  ("Collecting Banks") as are acceptable to
Agent  (subject to irrevocable instructions acceptable to Agent as hereinafter
set  forth) to which all account debtors shall be instructed, at the option of
the  Agent  while  any  Default or Event of Default is continuing, to directly
remit  all payments on Accounts and in which, at the option of the Agent while
any  Default  or  Event  of  Default  is continuing, Borrower will immediately
deposit  all payments received on account of the sale or lease of Inventory or
other  payments  constituting proceeds of Col-lateral in the identical form in
which  such  payment  was  received, whether by cash or check.  The Collecting
Banks shall acknowledge and agree, in a manner satisfactory to Agent, that all
payments  made  to the Blocked Accounts are the sole and exclusive property of
Agent,  for the benefit of Lenders, and that, except as otherwise agreed to in
writing  by  the  Agent,  the Collecting Banks have no right of setoff against
the  Blocked  Accounts  and  that  all such payments received will be promptly
transferred  to  Agent's  Account.    Borrower hereby agrees that all payments
received  by  Agent,  whether  by  cash,  check,  wire  transfer  or any other
instrument,  made  to such Blocked Accounts or otherwise received by Agent and
whether  on  the Accounts or as proceeds of other Collateral or otherwise will
be  the  sole  and  exclusive  property  of Agent, for the benefit of Lenders.
While  any  Default or Event of Default is continuing, Agent may instruct each
Collecting  Bank  to promptly transfer all payments or deposits to the Blocked
Accounts  into  Agent's  Account.    Borrower,  and  any  of  its  Affiliates,
employ-ees,  agents  or  other Persons acting for or in concert with Borrower,
shall,  acting  as  trustee  for  Agent,  receive,  as  the sole and exclusive
property  of  Agent,  any  monies, checks, notes, drafts or any other payments
relating  to  and/or  proceeds of Accounts or other Collateral which come into
the  possession  or  under  the  control  of  Borrower  or  any  of Borrower's
Affiliates,  employees,  agents or other Persons acting for or in concert with
Borrower,  and,  while any Default or Event of Default is continuing, Borrower
or  such  Persons  shall  immediately  upon receipt thereof, remit the same or
cause the same to be remitted, in kind, to the Blocked Accounts or to Agent at
its  address  set forth in sub-section 10.4 below. All deposit accounts of the
Borrower  shall  be  subject  to  a  blocked  account  agreement  executed and
delivered  by  the  Borrower, the Agent and the depository bank, each to be in
form  and  substance  satisfactory  to  the  Agent  (each,  a "Blocked Account
Agreement").

          5.7     Endorsement.  Borrower hereby constitutes and appoints Agent
                  -----------
and  all  Persons  designated by Agent for that purpose as Borrower's true and
lawful  attorney-in-fact,  with power while any Default or Event of Default is
continuing  to  endorse  Borrower's  name  to  any  of the items of payment or
proceeds described in subsection 5.6 above and all proceeds of Collateral that
come  into  Agent's possession or under Agent's control.  Both the appointment
of Agent as Borrower's attorney and Agent's rights and powers are coupled with
an interest and are irrevocable until payment in full and complete performance
of  all  of  the  Obligations.

          5.8     Corporate Existence.  Each member of Parent Group shall, and
                  -------------------
shall  cause  each  other member of Parent Group to, at all times preserve and
keep  in  full  force  and  effect  its corporate existence and all rights and
franchises  material to its business; provided, that nothing contained in this
subsection  5.8  shall prohibit a Permitted Merger or a merger permitted under
subsection  7.6.    Borrower  will  promptly notify Agent of any change in the
ownership  or  corporate  structure  of  any  member  of  Parent  Group.

          5.9        Payment of Taxes.  Each member of Parent Group shall, and
                     ----------------
shall  cause  each other member of Parent Group to, pay all taxes, assessments
and  other  governmental  charges  imposed upon it or any of its properties or
assets  or with respect to any of its franchises, business, income or property
before  any penalty accrues thereon provided, that no such tax need be paid if
any  member  of  Parent  Group is contesting same in good faith by appropriate
proceedings promptly instituted and diligently conducted and if such member of
Parent  Group    has  established  appropriate  reserves,  if any, as shall be
required  in  conformity  with  GAAP.
          5.10          Maintenance  of Properties; Insurance.  Borrower shall
                        -------------------------------------
maintain or cause to be maintained in good repair, working order and condition
all material properties used in the business of Borrower and the other members
of  Parent  Group, normal wear and tear excepted, and will make or cause to be
made all appropriate repairs, renewals and replacements thereof. Borrower will
maintain  or  cause  to  be  maintained,  with financially sound and reputable
insurers,  public  liability  and  property  damage  insurance with respect to
Borrower's  business  and  properties  and  the business and properties of the
members  of  Parent  Group  against  loss  or  damage of the kinds customarily
carried  or  maintained  by  corporations of established reputation engaged in
similar  businesses  and in amounts acceptable to Agent.  Borrower shall cause
Agent,  for the benefit of Lenders, to be named as loss payee on all insurance
policies  relating  to  any  Collateral  and  as  additional insured under all
liability policies, in each case pursuant to appropriate endorse-ments in form
and  substance  satisfactory  to Agent and shall collaterally assign to Agent,
for the benefit of Lenders, as security for the payment of the Obligations all
business  inter-ruption  insurance  of  Borrower.    Borrower  shall apply any
proceeds received from any policies of insurance relating to any Collateral to
the  Obligations  as  set  forth  in  subsection  2.4(B)(2).

          5.11       Compliance with Laws.  Each member of Parent Group shall,
                     --------------------
and  shall  cause  each  other  member  of  Parent  Group  to, comply with the
requirements  of  all  applicable  laws,  rules, regulations and orders of any
govern-mental  authority  as  now  in  effect  and which may be imposed in the
future  in  all jurisdictions in which any member of Parent Group is now doing
business  or  may  hereafter  be  doing  business,  other  than those laws the
noncompliance  with  which  would  not  have  a  Material  Adverse  Effect.

          5.12     Further Assurances.  Each member of Parent Group shall, and
                   ------------------
shall  cause  each other member of Parent Group to, from time to time, execute
such  guaranties,  financing  or  continuation statements, documents, security
agreements,  reports and other documents or deliver to Agent such instruments,
certificates  of  title or other documents as Agent at any time may reasonably
request  to  evidence,  perfect  or  otherwise  implement  the  guaranties and
security  for  payment  of the Obligations provided for in the Loan Documents.

          5.13     Collateral Locations.  Unless and until Borrower shall have
                   --------------------
complied  with  the  next sentence of this subsection 5.13, Borrower will keep
the Collateral at the locations specified on Schedule 4.7. With respect to any
new  location  (which  in  any  event  shall  be within the continental United
States),  including,  without  limitation,  any  new location resulting from a
Permitted  Recourse Acquisition, Borrower will execute such documents and take
such  actions  as  Agent  deems  necessary to perfect and protect the security
interests  of  the Agent, on behalf of Lenders, in the Collateral prior to the
transfer  or  removal  of  any  Colla-teral  to  such  new  location  or  the
consummation  of  such  Permitted  Recourse  Acquisition.   Upon compliance by
Borrower  with  the  foregoing  sentence  to  the  satisfaction  of the Agent,
Schedule  4.7  shall  be  amended to include the new location as to which such
compliance  has  occurred.

          5.14          Bailees.    If  any  Collateral  is at any time in the
                        -------
possession  or control of any warehouseman, bailee or any of Borrower's agents
or  processors,  Borrower  shall,  upon  the  request  of Lenders, notify such
warehouseman, bailee, agent or processor of the security interests in favor of
Agent,  for  the  benefit  of  Lenders, created hereby and shall instruct such
Person  to  hold  all  such  Collateral for Agent's account subject to Agent's
instruc-tions.

          5.15          Omitted..
                        --------

          5.16        Use of Proceeds and Margin Security.  Borrower shall use
                      -----------------------------------
the proceeds of all Revolving Loans for proper business purposes (as described
in  the  recitals  to  this  Agreement)  consistent  with all applicable laws,
statutes,  rules and regulations.  No portion of the proceeds of any Revolving
Loan  shall  be used by Borrower or any of its Subsidiaries for the purpose of
purchasing  or  carrying  margin  stock  within the meaning of Regulation G or
Regulation  U,  or  in  any  manner  that  might  cause  the  borrowing or the
application  of  such  proceeds to violate Regulation T or Regulation X or any
other regulation of the Board of Governors of the Federal Reserve System or to
violate  the  Exchange  Act.  No proceeds of any Revolving Loan shall be used,
directly  or indirectly, for any Permitted Acquisition, other than a Permitted
Recourse  Acquisition.

          5.17         Additional Subsidiaries.  Promptly upon the creation or
                       -----------------------
acquisition  of  any  Subsidiary,  Borrower  shall so notify Agent and Lenders
thereof  and  shall  (i)  except  in  the case of a Purchasing Subsidiary or a
Subsidiary of a Purchasing Subsidiary, cause such Subsidiary to become a party
to  this  Agreement  and a guarantor by causing such Subsidiary to execute and
deliver  to Agent a counterpart of this Agreement (as theretofore amended) and
a  Corporate  Guaranty,  and  cause  such Subsidiary to grant to the Agent, on
behalf  of  the  Lenders,  a  first  priority  (subject  only  to  Permitted
Encumbrances)  perfected security interest on all assets (other than Equipment
and  real  estate)  of  such Subsidiary, pursuant to documentation in form and
substance  satisfactory  to  Agent  and  cause  such Subsidiary to execute and
deliver  such  other  collateral  documents as Agent may reasonably require in
connection  therewith, (ii) except in the case of a Purchasing Subsidiary or a
Subsidiary  of  a Purchasing Subsidiary, cause such Subsidiary to enter into a
Blocked  Account Agreement (executed in each case by the applicable depository
bank  or  other  financial  institution)  for  each  deposit  account  of such
Subsidiary, (iii) pledge to the Agent, on behalf of the Lenders, pursuant to a
pledge  agreement  in  form  and  substance satisfactory to the Agent, a first
priority  (subject  only  to  Permitted  Encumbrances)  perfected  Lien on all
present  and  future  capital  stock  of such Subsidiary, all distributions in
respect thereof and all proceeds thereof and execute and deliver all documents
required to be executed and delivered under the terms of such pledge agreement
and deliver to the Agent the stock certificates representing such shares (with
appropriate  stock  powers);  provided, however,  that the foregoing shall not
require  the pledge any capital stock (and related distributions and proceeds)
of  any Subsidiary of a Purchasing Subsidiary; and (iv) execute and deliver or
cause  to be executed and delivered to Agent such other documentation as Agent
may  reasonably  request  in connection with the foregoing, including, without
limitation,  appropriate  UCC-1  financing  statements,  certified  corporate
resolutions  and  other  corporate  documents of such Subsidiary and favorable
opinions of independent counsel (acceptable to the Agent) to Borrower and such
Subsidiary  (which  shall  cover,  among other things, the legality, validity,
binding  effect  and enforceability of the documentation referred to above and
the  validity  and  perfection  of  the Liens referred to above), all in form,
content and scope satisfactory to Agent.  The foregoing shall not constitute a
consent  by  Agent  or  any  Lender  to  the  creation  or  acquisition of any
Subsidiary, except if such acquisition is a Permitted Acquisition or except as
permitted  under  subsection  7.13.

          5.18         Inventory Reporting.  As soon as practicable and in any
                       -------------------
event within one hundred fifty (150) days following the Closing Date, Borrower
shall  complete  a review  of its inventory reporting system and shall, within
such  period  (a)  report  to  the Agent Borrower's conclusions regarding such
review,  (b)  implement  a  cycle  count program with respect to its inventory
reporting  in  a  manner  acceptable  to  Borrower  and  Agent,  (c) make such
improvements  to  its assembly line inventory reporting as shall be acceptable
to  Borrower  and Agent  such that Borrower shall be able to accurately report
the  value  and  quantity of inventory on Borrower's assembly line, and (d) in
connection  with  such  review,  implement such of the recommendations made by
Coopers & Lybrand as to inventory reporting  as may be acceptable to Borrower.

SECTION  6.          FINANCIAL  COVENANTS.
                     --------------------

          Each of Borrower and GII covenants and agrees that so long as any of
the   Revolving Loan Commitments remain in effect and until payment in full in
cash  of  all  Obligations  and  termination  of all Lender Letters of Credit,
unless  Borrower  and  GII has received the prior written consent of Requisite
Lenders,  each  of  Borrower  and  GII  shall comply with and shall cause each
Subsidiary  of  Borrower  to  comply  with  all  covenants  in  this Section 6
applicable  to  such  Person.

          6.1      Liabilities to Tangible Net Worth Ratio. Borrower shall not
                   ---------------------------------------
suffer  or  permit  the Liabilities to Tangible Net Worth Ratio as of the last
day  of any fiscal quarter set forth below to be more than the ratio set forth
below  opposite  such  day:

          FISCAL  QUARTER  ENDING                                        RATIO
          -----------------------                                        -----

          December  31,  1996                                          7.5:1.0
          March  31,  1997                                             6.5:1.0
          June  30,  1997                                              5.5:1.0
          September  30,  1997                                         4.5:1.0
          December  31,  1997  and
          the  last  day  of  each
          fiscal  quarter  thereafter                                  3.5:1.0

          6.2         Tangible Net Worth.  Borrower shall not suffer or permit
                      ------------------
Tangible  Net  Worth during the period beginning on the last day of any fiscal
quarter  (the  "Measurement Date") and ending on the day immediately preceding
the  last day of the immediately succeeding fiscal quarter to be less than the
minimum  amount  set  forth  below  opposite  such  Measurement  Date:

          MEASUREMENT  DATE                                     MINIMUM AMOUNT
          -----------------                                     --------------

          December  31,  1996                                     $  7,000,000
          March  31,  1997                                        $  8,000,000
          June  30,  1997                                          $10,000,000
          September  30,  1997                                     $12,000,000
          December  31,  1997  and
          the  last  day  of  each  fiscal
          quarter  thereafter                                      $13,000,000

          6.3          Omitted.
                       -------

          6.4          Omitted.
                       -------

          6.5         Capital Expenditure Limits.  The aggregate amount of all
                      --------------------------
Capital  Expenditures  of the Restricted Parent Group (excluding trade-ins and
excluding  Capital Expenditures in respect of replacement assets to the extent
funded  with casualty insurance or condemnation proceeds) will not exceed, for
any  period  set forth below, the amount set forth below opposite such period.
In  the event that any member of Restricted Parent Group enters into a Capital
Lease  or  other  contract  with  respect  to  fixed  assets,  for purposes of
calculating  Capital  Expenditures  under this subsection only,  the amount of
the  Capital  Lease or contract initially capitalized on such member's balance
sheet  prepared  in  accordance  with GAAP (including, without limitation, any
cash  down payments made under Capital Leases) shall be considered expended in
full  on the date that such member enters into such Capital Lease or contract.

             PERIOD                                                     AMOUNT
             ------                                                     ------

          Each  Fiscal  Year                                        $6,000,000

Any  amount  permitted  under this subsection 6.5 which is not expended in any
Fiscal  Year  may be expended in the immediately succeeding Fiscal Year, after
usage  of  the  amount  permitted  for  such  succeeding  Fiscal  Year.

          6.6      Fixed Charge Coverage.  Borrower shall not suffer or permit
                   ---------------------
the Fixed Charge Coverage for any Rolling Period ending on the last day of any
fiscal  quarter  to  be  less  than  1.25:1.0.

SECTION  7.          NEGATIVE  COVENANTS.
                     -------------------

     Each  of Borrower and GII covenants and agrees that so long as any of the
Revolving Loan Commitments remains in effect and until payment in full in cash
of  all  Obligations  and  termination of all Lender Letters of Credit, unless
Borrower  has received the prior written consent of Requisite Lenders, each of
Borrower  and  GII  shall not and shall not suffer or permit any Subsidiary of
Borrower  to:

          7.1          Indebtedness  and Liabilities.  Directly or in-directly
                       -----------------------------
create,  incur,  assume,  guaranty,  or otherwise become or remain directly or
indirectly  liable,  on  a  fixed  or  contingent  basis,  with respect to any
Indebtedness  except:    (a) the Obliga-tions; (b) Indebtedness of Borrower or
any  Subsidiary  of  Borrower  incurred  or  assumed  in  connection  with any
Permitted Recourse Acquisition, (c) Indebtedness (including Capital Leases) of
Borrower  and  its  Subsidiaries  (other  than  FSC),  including  any  such
Indebtedness  (and  Capital  Leases)  outstanding  on the Closing Date, not to
exceed  $10,000,000  in  aggregate principal (or notional principal) amount at
any  time  outstanding  secured  by  purchase money Liens on Equipment or real
property acquired after the Closing Date; provided, that in no event shall the
Borrower  or  any  of its Subsidiaries incur any such Indebtedness (or Capital
Lease)  after the Closing Date unless, after giving effect thereto, the Parent
Group shall be in Acquisition Covenant Compliance,  (d) unsecured Indebtedness
of  Borrower  and  its Subsidiaries (other than FSC) not to exceed $250,000 in
aggregate  principal amount outstanding at any time, (e) Indebtedness incurred
by  a  Purchasing  Subsidiary  or  a  Subsidiary  thereof in connection with a
Permitted  Non-Recourse  Acquisition  and  other  Indebtedness of a Purchasing
Subsidiary  or a Subsidiary thereof for which no member of Parent Group (other
than  such  Purchasing  Subsidiary  and  its  Subsidiary)  shall  be  liable,
primarily,  secondarily,  as  guarantor,  issuer  or otherwise, in any manner,
whether  contractually or as a matter of law, and (f) Indebtedness existing on
the  Closing Date and identified on Schedule 7.1(f).1  Except for Indebtedness
permitted under the preceding sentence, Borrower will not, and will not permit
any  of its Subsidiaries other than any Purchasing Subsidiary and a Subsidiary
thereof  to,  incur  any  Liabilities  except  for  trade  payables and normal
accruals  in  the  ordinary course of business not yet due and payable or with
respect  to  which  Borrower  or  any  of  its  Subsidiaries  (other  than any
Purchasing  Subsidiary  and  a Subsidiary thereof) is contesting in good faith
the  amount  or  validity thereof by appropriate proceed-ings and then only to
the extent that Borrower or any of its Subsidiaries (other than any Purchasing
Subsidiary  and  a  Subsidiary  thereof)  has  established  adequate  reserves
therefor,  if  appropriate  under GAAP and Borrower shall not suffer or permit
any  Purchasing  Subsidiary or any Subsidiary thereof to incur any Liabilities
(other  than  in respect of income and similar taxes) for which  any member of
Parent  Group  (other than any Purchasing Subsidiary and a Subsidiary thereof)
shall be liable, primarily, secondarily, as guarantor, issuer or otherwise, in
any  manner,  whether  contractually  or  as  a  matter  of  law.

1. This schedule  should  exclude  purchase money  indebtedness covered by (c)
above.


          7.2     Guaranties.  Except for endorsements of instruments or items
                  ----------
of  payment  for  collection in the ordinary course of business and except for
guaranties  and  the  like  described  on  Schedule 7.2, guaranty, endorse, or
otherwise in any way become or be responsible for any obligations of any other
Person,  whether  directly  or  indirectly  by  agreement  to  purchase  the
indebtedness of any other Person or through the purchase of goods, supplies or
services,  or  maintenance of working capital or other balance sheet covenants
or  conditions,  or by way of stock purchase, capital contribution, advance or
loan  for  the purpose of paying or discharging any indebtedness or obligation
of  such  other  Person  or  otherwise;  provided,  that GII may guarantee any
Indebtedness  of  Borrower  to the extent such Indebtedness of the Borrower is
permitted  under  this  Agreement.

          7.3          Transfers,  Liens  and  Related  Matters.
                       ----------------------------------------

          (A)      Transfers.  Sell, assign (by operation of law or otherwise)
                   ---------
or  otherwise  dispose  of,  or  grant  any  option with respect to any of the
Collateral  or  the  assets  of  such  Person,  except  that  Borrower and its
Subsidiaries  may  (i) sell inventory in the ordinary course of business; (ii)
make  Asset Disposi-tions if all of the following conditions are met:  (1) (x)
the  market  value  of  assets  sold  or  otherwise  disposed of in any single
transaction or series of related transactions does not exceed $500,000 and the
aggregate  market  value of assets sold or otherwise disposed of in any Fiscal
Year  does  not  exceed  $1,000,000  or (y) the net income attributable to the
assets  sold  or otherwise disposed of generated less than 5% of net income of
the  Parent  Group  for  four  consecutive  Rolling  Periods ending on or most
recently  prior to such sale; (2) the consideration received is at least equal
to  the  fair market value of such assets; (3) the sole consideration received
is  cash;    (4)  the  net  proceeds  of such Asset Disposition are applied as
required  by  subsection  2.4(B); (5) after giving effect to the sale or other
disposition  of  the  assets  included  within  the  Asset Disposition and the
repayment  of  the  Obligations  with  the  proceeds  thereof,  Borrower is in
compliance  on  a  pro  forma  basis with the covenants set forth in Section 6
recomputed  for  the  most  recently  ended  month  for  which  information is
available  and  is in compliance with all other terms and conditions contained
in  this  Agreement  and  the  Parent  Group  shall be in Acquisition Covenant
Compliance; and (6) no Default or Event of Default shall result from such sale
or  other  disposition,  and  (iii)  make  dispositions  of  used, worn out or
obsolete  equipment  in  the  ordinary  course  of  business.

          (B)          Liens.   Except for Permitted Encumbrances, directly or
                       -----
indirectly  create,  incur,  assume  or  permit  to  exist any Lien on or with
respect  to  any  of the Collateral or any of the assets of such Person or any
proceeds,  income  or  profits  therefrom.

          (C)     No Negative Pledges.  Except in connection with Indebtedness
                  -------------------
incurred by a Purchasing Subsidiary or a Subsidiary thereof as permitted under
subsection  7.1(e),  enter  into  or assume any agreement (other than the Loan
Documents)  prohibiting  the  creation  or  assumption  of  any  Lien upon its
properties  or  assets,  whether  now  owned  or  hereafter  acquired.

          (D)         No Restrictions on Subsidiary Distributions to Borrower.
                      -------------------------------------------------------
Directly  or indirectly create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction of any kind on the ability
of  any  Subsidiary  (other  than a Purchasing Subsidiary or a Subsidiary of a
Purchasing  Subsidiary)  of  Borrower to:  (1) pay dividends or make any other
distribution  on  any  of such Subsidiary's capital stock owned by Borrower or
any  Subsidiary of Borrower; (2) subject to subor-dination provisions, pay any
indebtedness  owed  to  Borrower  or  any  other Subsidiary; (3) make loans or
advances  to  Borrower  or  any   other Subsidiary; or (4) transfer any of its
property  or  assets  to  Borrower  or  any  other  Subsidiary.

          7.4      Investments and Loans.  Make or permit to exist investments
                   ---------------------
in  or loans to any other Person, except:  (a) Cash Equivalents; (b) loans and
advances  to  employees  for  moving,  entertainment, travel and other similar
expenses in the ordinary course of business in an aggregate outstanding amount
not in excess of $150,000 at any time; (c) investments existing on the Closing
Date  and  described  on  Schedule  7.4  hereto; (d) investments not exceeding
$500,000  in  the  aggregate  in  Permitted Joint Ventures; (e) investments by
Borrower  in  Permitted  Recourse  Acquisitions  and by Borrower in Purchasing
Subsidiaries  in  connection  with Permitted Non-Recourse Acquisitions and (f)
investments by Purchasing Subsidiaries in Permitted Non-Recourse Acquisitions.

          7.5     Restricted Junior Payments.  Directly or indirectly declare,
                  --------------------------
order,  pay,  make  or  set  apart  any sum for any Restricted Junior Payment,
except  that:    (a)  Borrower  may  satisfy the Senior Subordinated Notes and
related  obligations  with  the  proceeds  of  the  Initial Public Offering as
contemplated by subsection 3.1(b) and may apply proceeds of the Initial Public
Offering  to the repurchase of preferred stock of GII, (b) so long as no Event
of  Default  or Payment Default is continuing, (i) GII may repurchase stock of
former  employees of Borrower upon the death, retirement or other cessation of
employment  of  such  employee,  in  an  aggregate  amount for all such former
employees  not  to  exceed  $250,000 plus the amount of any cash consideration
paid  after  the  Closing  Date (and not required to be paid as of the Closing
Date) by employees of Borrower for common stock of GII and contributed by GII,
directly  or  indirectly, to the common equity of Borrower, and (ii) dividends
by  Borrower  to  GII,  of amounts necessary to fund such repurchases and used
therefor,  (c)  Borrower  may  repurchase,  redeem  or  prepay  outstanding
Indebtedness,  in  addition  to  amounts  due  and payable by their respective
terms,  in an amount not in excess of $200,000 in the aggregate from and after
the  Closing Date and (d) so long as no Event of Default or Payment Default is
continuing  or  would occur as a result of any dividend under this clause (d),
and  so  long  as  the Borrowing Availability (as evidenced by the delivery of
daily  Borrowing  Base  Certificates) shall have been not less than $4,000,000
for  each  of  the sixty consecutive days prior to the date of payment of such
dividend,  and  Approved  Projections  shall  demonstrate  that  Borrowing
Availability  shall  be not less than $4,000,000 as of the last day of each of
the  three  full  calendar  months  next following the date of payment of such
dividend,  Borrower  may  pay  dividends  to  GII.

          7.6          Restriction on Fundamental Changes.  (a) Enter into any
                       ----------------------------------
transaction  of  merger  or  consolidation; (b) liquidate, wind-up or dissolve
itself  (or  suffer  any  liquidation or dissolution); (c) except as permitted
under  subsection 7.3(a), convey, sell, lease, sublease, transfer or otherwise
dispose  of,  in  one  transaction  or  a  series  of transactions, all or any
substantial part of its business or assets, or the capital stock of any of its
Subsidiaries,  whether  now  owned  or  hereafter  acquired; or (d) acquire by
purchase  or  otherwise  all or any substantial part of the business or assets
of,  or  stock  or  other  evidence  of  beneficial  ownership of, any Person;
provided, however, that (i) any Subsidiary (other than a Purchasing Subsidiary
or  a  Subsidiary  of a Purchasing Subsidiary)  of Borrower may be merged with
and  into Borrower or another wholly-owned Subsidiary (other than a Purchasing
Subsidiary or a Subsidiary of a Purchasing Subsidiary)  of Borrower so long as
no  Default or Event of Default shall exist as a result of such merger and the
Borrower  or  such  wholly-owned  Subsidiary  is  the surviving entity of such
merger,    (ii)  nothing  contained  in this subsection 7.6 shall prohibit any
Permitted Merger and (iv) a Person may merge into a Purchasing Subsidiary in a
transaction  constituting  a  Permitted  Non-Recourse  Acquisition.

          7.7          Omitted.
                       -------

          7.8          Transactions with Affiliates.  Directly or in-directly,
                       ----------------------------
enter into or permit to exist any transaction (including the purchase, sale or
exchange  of  property  or  the  rendering of any service) with any Affiliate,
except  for  (i)  transactions  in  the ordinary course of and pursuant to the
reasonable  requirements  of  Borrower's business and upon fair and reasonable
terms  which, in the case of any transaction or series of related transactions
involving $25,000 or more, are fully disclosed to Agent and Lenders and which,
in any event and regardless of amount,  are no less favorable to Borrower than
it  would obtain in a comparable arm's length transaction with an unaffiliated
Person,  (ii)  the  transactions described on Schedule 7.8, (iii) transactions
between  the  Borrower and any wholly-owned Subsidiary (other than FSC) of the
Borrower  or  between  two  wholly-owned  Subsidiaries of Borrower (neither of
which  is  FSC), (iv) repurchases of stock permitted by subsection 7.5 and (v)
Permitted  Mergers  and  mergers  permitted  by  subsection  7.6.

          7.9          Environmental  Liabilities.  (a) Violate any applicable
                       --------------------------
Environmental  Law; or (b) dispose  of any Hazardous Materials into or onto or
from,  any  real  property  owned,  leased or operated by any member of Parent
Group  (other  than any migration, leaching or further spread of any Hazardous
Material  already  present  as  of  the  Closing  Date),  in each case if such
violation  or  disposal  alone  or together with all other such violations and
dispositions  could  reasonably  be  expected  to  involve penalties, costs or
expenses  of  $250,000 or more in the aggregate or has had or could reasonably
be  expected  to  have  a  Material  Adverse  Effect.

          7.10       Conduct of Business.  From and after the Closing Date (i)
                     -------------------
except  for  businesses  permitted  to be acquired in a Permitted Acquisition,
Borrower  shall  not  engage in any business other than businesses of the type
engaged  in by Borrower or such Subsidiary on the Closing Date, (ii) GII shall
not engage in any business, enter into any transaction, incur any liability or
acquire  any asset other than continued ownership of the stock of Borrower and
the incurrence of Liabilities incident thereto, and (iii) FSC shall not engage
in  any  business,  enter into any transaction, incur any liability or acquire
any asset; provided,  that (A) nothing contained in this subsection 7.10 shall
prohibit  any  Permitted Merger or merger permitted by subsection 7.6, and (B)
GII  may  be a party to and perform its obligations under the Recapitalization
Documents  (as  defined  in  the Original Loan and Security Agreement) and the
Loan  Documents.

          7.11         Compliance with ERISA.  No member of Parent Group shall
                       ---------------------
fail  to  establish,  maintain  and  operate  each  Employee  Benefit  Plan in
compliance  in all material respects with the provisions of ERISA, the IRC and
all  other  applicable  laws  and the regulations and interpretations thereof;
each  member  of  Parent  Group  shall  take  all steps necessary to avoid the
imposition  of  a  Lien in connection with any Employee Benefit Plan and shall
not adopt an amendment to any Employee Benefit Plan requiring the provision of
security  under  section  307  of  ERISA  or  section  401(a)(29)  of the IRC.

          7.12       Tax Consolidations.  File or consent to the filing of any
                     ------------------
consolidated  income  tax  return  for  any  period  beginning on or after the
Closing  Date  with  any  Person  other than a Corporate Guarantor, Purchasing
Subsidiary  or  a Subsidiary of a Purchasing Subsidiary; provided, that in the
event  Borrower  files  a    return  with  a  Corporate  Guarantor, Purchasing
Subsidiary or a Subsidiary of a Purchasing Subsidiary, Borrower's contribution
with  respect  to  taxes as a result of the filing of such consolidated return
shall  not  be  greater, nor the receipt of tax benefits less, than they would
have  been  had  Borrower  not  filed  a  consolidated return with a Corporate
Guarantor,  Purchasing  Subsidiary or a Subsidiary of a Purchasing Subsidiary.

          7.13          Subsidiaries.    Establish,  create or acquire any new
                        ------------
Subsidiaries,  except  (i)  the  formation  of  a  Purchasing  Subsidiary
substantially  concurrently with a Permitted Non-Recourse Acquisition and (ii)
the  acquisition  of  a  Subsidiary  pursuant  to  a  Permitted  Acquisition.

          7.14          Fiscal  Year.    Change  its  Fiscal  Year.
                        ------------

          7.15         Press Release; Public Offering Materials.  Disclose the
                       ----------------------------------------
name  of  Agent or any Lender in any press release or in any prospectus, proxy
statement  or other materials filed with any governmental entity relating to a
public  offering  of  the  capital  stock  of  any Loan Party except as may be
required  by  law.

          7.16       Bank Accounts.  Establish any new bank accounts, or amend
                     -------------
or  terminate  any  Blocked Account or lockbox agreement without Agent's prior
written  consent,  which  consent  shall  not  be  unreasonably  withheld.

SECTION  8.          DEFAULT,  RIGHTS  AND  REMEDIES.
                     -------------------------------

          8.1          Event  of  Default.   "Event of Default" shall mean the
                       ------------------
occurrence  or  existence  of  any  one  or  more  of  the  following:

          (a)         Payment. failure to make payment of the principal of any
                      -------
Revolving Loan or the reimbursement of any amounts paid upon drawing under any
Lender  Letter  of  Credit when due or the failure to pay any interest payable
under any Loan Document or to pay any other Obligation within five (5) days of
the  applicable  due  date;  or


          (B)       Default in Other Agreements.  (1) failure of any member of
                    ---------------------------
Parent  Group  to  pay  when  due  (or within any applicable grace period) any
principal  or interest on any Indebtedness (other than the Obligations) or (2)
breach  or  default  by  any  member  of  Parent  Group  with  respect  to any
Indebted-ness  (other than the Obligations); if such failure to pay, breach or
default  entitles  the  holder to cause such Indebtedness having an individual
principal amount in excess of $250,000 or having an aggregate principal amount
in  excess  of  $500,000  to  become  or  be  declared due prior to its stated
maturity;  or

          (C)      Breach of Certain Provisions.  failure of any Loan Party to
                   ----------------------------
perform  or  comply  with  any  covenant,  term  or  condition  contained  in
subsections  5.1 (A) (and, in the case of subsection 5.1(A) only, continuation
of  such  failure for five days), (C) or (S), 5.3, 5.5 or 5.6 or contained  in
Section  6  or  Section  7;  or

          (D)          Breach  of  Warranty.    any  representation, warranty,
                       --------------------
certification  or  other statement made by any Loan Party in any Loan Document
or in any statement or certificate at any time given by such Person in writing
pursuant  or  in  connection  with  any Loan Document is false in any material
respect  on  the  date  made;  or

          (E)          Other  Defaults  Under  Loan Documents.  any Loan Party
                       --------------------------------------
defaults  in  the performance of or compliance with any term contained in this
Agreement  or  the  other  Loan  Documents and such default is not remedied or
waived  within  ten  (10) days after receipt by such Loan Party of notice from
Agent,  or Requisite Lenders of such default (other than occurrences described
in other provisions of this subsection 8.1 for which a different grace or cure
period  is  specified  or  which  constitute  immediate Events of Default); or

          (F)          Change in Control.  a Change of Control shall occur; or
                       -----------------

          (G)       Involuntary Bankruptcy; Appointment of Receiver, etc.  (1)
                    -----------------------------------------------------
a  court  enters  a  decree  or order for relief with respect to any member of
Parent  Group  in  an  involuntary  case  under  the  Bankruptcy  Code  or any
applicable  bankruptcy,  insolvency  or  other similar law now or hereafter in
effect,  which  decree  or  order is not stayed or other similar relief is not
granted  under  any applicable federal or state law; or (2) the continuance of
any  of  the  following events for sixty (60) days unless dismissed, bonded or
discharged:  (a) an involuntary case is commenced against any member of Parent
Group  under any applicable bankruptcy, insolvency or other similar law now or
hereafter  in  effect; or (b) a decree or order of a court for the appointment
of  a  receiver, liquidator, sequestrator, trustee, custodian or other officer
having  similar  powers  over  any  member  of  Parent  Group or over all or a
substantial part of their respec-tive property, is entered; or (c)  an interim
receiver,  trustee  or other custodian is appointed without the consent of any
member  of  Parent Group for all or a substantial part of the property of such
member  of  Parent  Group;  or

          (H)      Voluntary Bankruptcy; Appointment of Receiver, etc.  (1) an
                   ---------------------------------------------------
order  for relief is entered with respect to any member of Parent Group or any
member of Parent Group commences a voluntary case under the Bankruptcy Code or
any applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or consents to the entry of an order for relief in an involuntary case
or to the conversion of an involuntary case to a voluntary case under any such
law  or  consents  to  the  appointment of or taking possession by a receiver,
trustee  or  other custodian for all or a substantial part of its property; or
(2)  any  member  of  Parent  Group  makes  any  assignment for the benefit of
creditors;  or (3) the board of directors of any member of Parent Group adopts
any  resolution  or  otherwise authorizes action to approve any of the actions
referred  to  in  this  subsection  8.1(H);  or

          (I)          Omitted.
                       --------

          (J)      Judgment and Attachments.  any one or more money judgments,
                   ------------------------
writs or warrants of attachment, or similar process involving an amount in the
aggregate  at  any  time  in excess of $250,000 (in either case not adequately
covered  by  insurance  as  to  which  the  insurance company has acknowledged
coverage)  are  entered  or filed against any member of Parent Group or any of
their  respective  assets  and  remain  undischarged,  unvacated,  unbonded or
unstayed  for a period of thirty (30) days or in any event later than five (5)
days  prior  to  the  date  of  any  proposed  sale  there-under;  or

          (K)          Dissolution.   any order, judgment or decree is entered
                       -----------
against  any  member  of Parent Group decreeing the dissolution or split up of
such  member  of  Parent Group and such order remains undischarged or unstayed
for  a  period  in  excess  of  twenty  (20)  days;  or

          (L)      Solvency.  any member of Parent Group admits in writing its
                   --------
present  or  prospective  inability  to  pay  its debts as they become due; or

          (M)          Injunction.    any  member of Parent Group is enjoined,
                       ----------
restrained  or  in  any  way  prevented  by  the  order  of  any  court or any
administrative  or regulatory agency from conducting all or  any material part
of  its  business  and such order continues for more than thirty (30) days; or

          (N)     Invalidity of Loan Documents.  any of the Loan Documents for
                  ----------------------------
any  reason, other than a partial or full release in accordance with the terms
thereof,  ceases  to be in full force and effect or is declared to be null and
void,  or  any  Loan  Party denies that it has any further liability under any
Loan  Documents  to  which  it  is  party,  or gives notice to such effect; or

          (O)      Failure of Security.  Agent, on behalf of Lenders, does not
                   -------------------
have  or ceases to have a valid and perfected first priority security interest
in any material portion of the Collateral (subject to Permitted Encumbrances),
in  each case, for any reason other than the failure of Agent or any Lender to
take  any  action  within  its  control;  or

          (P)      Damage, Strike, Casualty.  any material damage to, or loss,
                   ------------------------
theft  or  destruction  of,  any  Collateral,  whether  or not insured, or any
strike,  lockout,  labor dispute, embargo, condem-nation, act of God or public
enemy,  or  other  casualty  which  causes,  for  more  than  so  fifteen (15)
consecutive  days,  the  cessation  or  substantial  curtailment  of  revenue
producing activities at any facility of any member of Parent Group if any such
event  or circumstance could reasonably be expected to have a Material Adverse
Effect;  provided,  that  so  long  as Borrowing Availability is $5,000,000 or
more,  there shall be no Event of Default under this paragraph (P) unless such
cessation  or  substantial  curtailment  of revenue producing activities shall
continue  for  forty-five  (45)  consecutive  days;  or

          (Q)        Licenses and Permits.  the loss, suspension or revocation
                     --------------------
of,  or failure to renew, any license or permit not held or hereafter acquired
by  any member of Parent Group if such loss, suspension, revocation or failure
to  renew  could  reasonably be expected to have a Material Adverse Effect; or

          (R)         Forfeiture.  there is filed against any member of Parent
                      ----------
Group  any  civil  or criminal action, suit or proceeding under any federal or
state  racketeering  statute  (including,  without  limitation,  the Racketeer
Influenced  and  Corrupt  Organization  Act  of  1970),  which action, suit or
proceeding  (1) is not dismissed within one hundred twenty (120) days; and (2)
could  reasonably  be  expected to result in the confiscation or forfeiture of
any  material  portion  of  the  Collateral or have a Material Adverse Effect.

          8.2          Suspension  of  Revolving  Loan  Commitments.  Upon the
                       --------------------------------------------
occurrence  of  any  Default  or  Event  of Default, notwithstanding any grace
period  or right to cure, Agent may or upon demand by Requisite Lenders shall,
without  notice or demand, immediately cease making additional Revolving Loans
and  the Revolving Loan Commitments shall be suspended; provided, that, in the
case of a Default, if the subject condition or event is waived or cured within
any  applicable  grace or cure period, the Revolving Loan Commitments shall be
reinstated.

          8.3       Acceleration.  Upon the occurrence of any Event of Default
                    ------------
described in the foregoing subsections 8.1(G) or 8.1(H), all Obligations shall
automatically become immediately due and payable, without presentment, demand,
protest  or  other requirements of any kind, all of which are hereby expressly
waived  by  Borrower,  and  the  Revolving  Loan  Commitments  shall thereupon
terminate.   Upon the occurrence and during the continuance of any other Event
of  Default, Agent may, and upon demand by Requisite Lenders shall, by written
notice  to  Borrower, (a) declare all or any portion of the Obligations to be,
and  the  same  shall  forthwith  become,  immediately due and payable and the
Revolving  Loan  Commitments  shall  thereupon  terminate  and (b) demand that
Borrower  immediately  deposit  with Agent an amount equal to one hundred five
percent  (105%) of the Letter of Credit Reserve to enable the Agent or Lenders
to  make  payments  under  the Lender Letters of Credit when required and such
amount  shall  become  immediately  due  and  payable.

          8.4       Remedies.  If any Event of Default shall have occurred and
                    --------
be  continuing,  in  addition  to and not in limitation of any other rights or
remedies  available  to  Agent  and Lenders at law or in equity, Agent may and
shall  upon  the  request  of  Requisite  Lenders  exercise  in respect of the
Collateral,  in  addition to all other rights and remedies provided for herein
or otherwise available to it, all the right and remedies of a secured party on
default  under  the  UCC  (whether  or  not  the  UCC  applies to the affected
Collateral)  and  may  also  (a) notify any or all obligors on the Accounts to
make  all payments directly to Agent and otherwise implement the provisions of
subsection  5.6;  (b)  require  each Loan Party to, and each Loan Party hereby
agrees  that  it  will,  at  its  expense and upon request of Agent forthwith,
assemble  all  or  part  of  the  Collateral  as directed by Agent and make it
available  to  Agent  at a place to be designated by Agent which is reasonably
convenient  to both parties; (c) withdraw all cash in the Blocked Accounts and
apply  such  monies  in  payment  of the Obligations in the manner provided in
subsection  8.7;  (d)  without  notice  or demand or legal process but without
breach  of  the  peace,  enter  upon  any  premises of any Loan Party and take
possession  of  the  Collateral;  and  (e)  without notice except as specified
below,  sell  the  Collateral  or  any  part thereof in one or more parcels at
public  or  private  sale, at any of the Agent's offices or elsewhere, at such
time  or  times, for cash, on credit or for future delivery, and at such price
or prices and upon such other terms as Agent may deem commercially reasonable.
Each Loan Party agrees that, to the extent notice of sale shall be required by
law, at least ten (10) days notice to such Loan Party of the time and place of
any  public  sale or the time after which any private sale is to be made shall
constitute  reasonable  notification.    At  any  sale  of  the Collateral, if
permitted  by  law, Agent or any Lender may bid (which bid may be, in whole or
in  part, in the form of cancellation of indebtedness) for the purchase of the
Collateral  or  any  portion  thereof for the account of Agent or such Lender.
Agent  shall  not  be  obligated  to make any sale of Collateral regardless of
notice of sale having been given.  Each Loan Party shall remain liable for any
deficiency.  Agent may adjourn any public or private sale from time to time by
announcement  at the time and place fixed therefor, and such sale may, without
further  notice,  be  made at the time and place to which it was so adjourned.
To the extent permitted by law, each Loan Party hereby specifically waives all
rights of redemption, stay or appraisal which it has or may have under any law
now  existing  or  hereafter enacted.  Agent shall not be required to  proceed
against  any  Collateral  but  may  proceed  against each Loan Party directly.

          8.5         Appointment of Attorney-in-Fact.  Each Loan Party hereby
                      -------------------------------
constitutes and appoints Agent as such Loan Party's attorney-in-fact with full
authority  in  the  place and stead of such Loan Party and in the name of such
Loan  Party, Agent or otherwise, from time to time in Agent's discretion while
an  Event  of Default is continuing (except in the case of clause (c) below as
to  which  no  Event  of Default must be continuing) to take any action and to
execute  any  instrument  that  Agent  may  deem  necessary  or  advisable  to
accomplish  the  purposes  of  this  Agreement, including: (a) to ask, demand,
collect, sue for, recover, compound, receive and give acquittance and receipts
for moneys due and to become due under or in respect of any of the Collateral;
(b)  to  adjust, settle or compromise the amount or payment of any Account, or
release  wholly  or  partly  any  customer  or obligor thereunder or allow any
credit or discount thereon; (c) to receive, endorse, and collect any drafts or
other  instruments, documents and chattel paper, in connection with clause (a)
above;  (d) to file any claims or take any action or institute any proceedings
that  Agent  may  deem necessary or desirable for the collection of any of the
Collateral  or  otherwise  to  enforce  the  rights  of Agent and Lenders with
respect  to  any  of the Collateral; and (e) to sign and endorse any invoices,
freight  or  express  bills,  bills  of lading, storage or warehouse receipts,
assignments,  verifications  and notices in connection with Accounts and other
documents  relating  to the Collateral.  The appointment of Agent as such Loan
Party's  -attorney  and Agent's rights and powers are coupled with an interest
and  are  irrevocable until payment in full and complete performance of all of
the  Obligations.

          8.6          Limitation on Duty of Agent with Respect to Collateral.
                       ------------------------------------------------------
Beyond the safe custody thereof, Agent and each Lender shall have no duty with
respect  to  any Collateral in its possession or control (or in the possession
or  control  of  any agent or bailee) or with respect to any income thereon or
the  preservation  of  rights  against  prior  parties  or  any  other  rights
pertaining  thereto.   Agent shall be deemed to have exercised reasonable care
in  the  custody  and  preservation of the Collateral in its possession if the
Collateral  is  accorded  treatment  substantially  equal  to that which Agent
accords  its  own  property.   Neither Agent nor any Lender shall be liable or
respon-sible  for  any  loss  or  damage  to any of the Collateral, or for any
diminution  in  the  value  thereof,  by  reason of the act or omission of any
warehouseman,  carrier,  forwarding agency, consignee or other agent or bailee
selected  by  Agent  in  good  faith.

          8.7     Application of Proceeds.  Upon the occurrence and during the
                  -----------------------
continuance of an Event of Default, (a) each Loan Party irrevocably waives the
right  to  direct the application of any and all payments at any time or times
thereafter  received  by  Agent  from or on behalf of such any Loan Party, and
each Loan Party hereby irrevocably agrees that Agent shall have the continuing
exclusive  right  to apply and to reapply any and all payments received at any
time  or times after the occurrence and  during the continuance of an Event of
Default  against  the  Obligations  in such manner as Agent may deem advisable
notwithstanding  any  previous  entry by Agent upon any books and records  and
(b) the proceeds of any sale of, or other realization upon, all or any part of
the  Collateral  shall  be  applied:  first,  to  all fees, costs and expenses
                                      -----
incurred by Agent or any Lender with respect to this Agreement, the other Loan
Documents  or  the  Collateral; second, to all fees due and owing to Agent and
                                ------
Lenders;  third, to accrued and unpaid interest on the Obligations; fourth, to
          -----                                                     ------
the  principal amounts of the Obligations outstanding; and fifth, to any other
                                                           -----
indebtedness  or  obligations of the Loan Parties owing to Agent or any Lender
under  the  Loan  Documents.

          8.8        License of Intellectual Property.  Each Loan Party hereby
                     --------------------------------
assigns, transfers and conveys to Agent, for the benefit of Lenders, effective
upon the occurrence of any Event of Default hereunder, the non-exclusive right
and license to use all Intel-lectual Property owned or used by such Loan Party
together  with  any goodwill associated therewith, all to the extent necessary
to  enable  Agent  to realize on the Collateral and any successor or assign to
enjoy  the benefits of the Col-lateral.  This right and license shall inure to
the  benefit  of  all  successors,  assigns  and  transferees of Agent and its
successors,  assigns  and  transferees,  whether  by  voluntary  conveyance,
operation  of  law,  assignment,  transfer,  foreclosure,  deed  in  lieu  of
foreclosure  or  otherwise.  Such right and license is granted free of charge,
without  require-ment that any monetary payment whatsoever be made to any Loan
Party  by  Agent.

          8.9      Waivers, Non-Exclusive Remedies.  No failure on the part of
                   -------------------------------
Agent  or  any Lender to exercise, and no delay in exercising and no course of
dealing  with  respect  to,  any  right under this Agreement or the other Loan
Documents  shall  operate as a waiver thereof; nor shall any single or partial
exercise by Agent or any Lender of any right under this Agreement or any other
Loan  Document  preclude any other or further exercise thereof or the exercise
of any other right.  The rights in this Agreement and the other Loan Documents
are  cumula-tive  and are not exclusive of any other remedies provided by law.

SECTION  9.          ASSIGNMENT  AND  PARTICIPATION.
                     ------------------------------

          9.1          Assignments  and  Participations  in  Revolving  Loans.
                       ------------------------------------------------------

          (A)          Each  Lender  may  assign  its  rights and delegate its
obligations  under  this  Agreement to another Person; provided, that (a) such
Lender  shall  first  obtain  the written consent of Agent and Borrower, which
consents  shall not be unreasonably withheld, (b) the amount of Revolving Loan
Commitments  and  Revolving Loans of the assigning Lender being assigned shall
in  no  event  be  less  than  the lesser of (i) $5,000,000 or (ii) the entire
amount of the Revolving Loan Commitments and Revolving Loans of such assigning
Lender  and  (c)(i) each such assignment shall be of a pro rata portion of all
such  assigning  Lender's  Revolving  Loans  and  Revolving  Loan  Commitments
hereunder,  and  (ii) the parties to such assignment shall execute and deliver
to  Agent  for  acceptance  and recording a Lender Addition Agreement together
with (x) a processing and recording fee of $2,500 payable to Agent and (y) the
Revolving Notes originally delivered to the assigning Lender.  Upon receipt of
all  of  the  foregoing,  Agent  shall  notify Borrower of such assignment and
Borrower  shall  comply  with  its  obligations  under  the  last  sentence of
subsection  2.1(E).    In  the  case  of  an  assignment authorized under this
subsection 9.1, the assignee shall have, to the extent of such assignment, the
same  rights,  benefits  and  obligations  as  it  would  if  it were a Lender
hereunder.    The  assigning  Lender  shall  be  relieved  of its obliga-tions
hereunder  with  respect  to its Revolving Loan Commitment or assigned portion
thereof.    Each Loan Party hereby acknowledges and agrees that any assignment
will  give  rise  to  a  direct  obligation of such Loan Party Borrower to the
assignee  and  that  the  assignee  shall  be  considered  to  be  a "Lender".

          (B)        Each Lender may sell participations in all or any part of
any  Revolving  Loans  made  by  it to another Person; provided, that any such
participation  shall  be  in  a  minimum  amount  of $5,000,000, and provided,
further, that all amounts payable by Borrower hereunder shall be determined as
if  that  Lender  had  not sold such participa-tion and the holder of any such
participation  shall not be entitled to require such Lender to take or omit to
take  any  action hereunder except action directly effecting (a) any reduction
in  the  principal  amount,  interest rate or fees payable with respect to any
Revolving  Loan  in  which  such holder participates; (b) any extension of the
Termination  Date  or the date fixed for any payment of principal, interest or
fees  payable  with  respect  to  any  Revolving  Loan  in  which  such holder
participates;  and  (c)  any  release  of  substantially all of the Collateral
(other  than  in  accordance  with  the  terms  of  this Agreement or the Loan
Documents).    Notwithstanding  the  foregoing,  but subject to subsection (D)
below,  any holder of any such participation shall be entitled to the benefits
of  subsections 2.8, 2.9, 2.10, 9.4 and 10.2 as if it were a Lender hereunder.

          (C)          Except  as otherwise provided in this subsection 9.1 no
Lender  shall,  as between Borrower and that Lender, be relieved of any of its
obligations  hereunder  as  a  result  of  any  sale, assign-ment, transfer or
negotiation  of,  or  granting  of  participation  in,  all or any part of the
Revolving  Loans  or  other  Obligations owed to such Lender.  Each Lender may
furnish  any  information  concerning  any  member  of  Parent  Group  in  the
possession  of  that  Lender  from  time to time to assignees and participants
(including  prospective  assignees and participants) provided that the Persons
obtaining  such  information  agrees  to  maintain the confidentiality of such
information  to  the  extent  required  by  subsection  10.21.

          (D)          Notwithstanding  any  other provision set forth in this
Agreement, any Lender may at any time create a security interest in all or any
portion of its rights under this Agreement (including, without limitation, the
Revolving Loans owing to it and the Revolving Notes held by it in favor of any
Federal Reserve Bank in accordance with Regulation A of the Board of Governors
of  the Federal Reserve System).  No assignee, participant or other transferee
of  any Lender's rights shall be entitled to receive any greater payment under
subsection  2.8,  2.9  or  9.4  than  such  Lender would have been entitled to
receive  with  respect to the rights transferred, unless such transfer is made
with  the  Borrower's  prior  written  consent,  which  consent  shall  not be
unreasonably withheld, or at a time when the circumstances giving rise to such
greater  payment  did  not  exist.

          9.2          Agent.
                       -----

          (A)          Appointment  Each Lender hereby designates and appoints
                       -----------
Heller  as  its  agent  under  this Agreement and the Loan Documents, and each
Lender  hereby  irrevocably authorizes Agent to take such action or to refrain
from  taking  such action on its behalf under the provisions of this Agreement
and  the Loan Documents and to exercise such powers as are set forth herein or
therein, together with such other powers as are reasonably incidental thereto.
Agent is authorized and empowered to amend, modify, or waive any provisions of
this Agreement or the other Loan Documents on behalf of Lenders subject to the
requirement  that certain of Lenders' consent be obtained in certain instances
as  provided  in  subsection  9.3.  Agent agrees to act as such on the express
conditions  contained  in  this  subsection  9.2.    The  provi-sions  of this
subsection  9.2  are  solely  for the benefit of Agent and Lenders and neither
Borrower nor any member of Parent Group shall have any rights as a third party
beneficiary  of any of the provisions hereof.  In performing its functions and
duties  under  this  Agreement,  Agent  shall  act solely as an administrative
representative  of Lenders and does not assume and shall not be deemed to have
assumed  any  obligation toward or relationship of agency or trust with or for
Lenders,  Borrower or any member of Parent Group. Agent may perform any of its
duties  hereunder,  or  under  the Loan Documents, by or through its agents or
employees.    Without  limitation  of  the  foregoing,  Agent is authorized to
execute  and  deliver  and  perform  its obligations under the Bank One Letter
Agreement.

          (B)       Nature of Duties.  Agent shall have no duties, obligations
                    ----------------
or  responsibilities  except those expressly set forth in this Agreement or in
the  Loan  Documents.    The  duties  of  Agent  shall  be  mechanical  and
administrative  in nature.  Agent shall not have by reason of this Agreement a
fiduciary  relationship  in respect of any Lender.  Each Lender shall make its
own  independent  investigation  of  the  financial  condition  and affairs of
Borrower  in  connection with the extension of credit hereunder and shall make
its  own  appraisal of the credit worthiness of Borrower, and Agent shall have
no  duty  or  responsibility,  either  initially  or on a continuing basis, to
provide  any Lender with any credit or other information with respect thereto,
whether  coming  into its possession before the Closing Date or at any time or
times  thereafter.    If Agent seeks the consent or approval of any Lenders to
the  taking  or  refraining from taking any action hereunder, then Agent shall
send  notice  thereof to each Lender.  Agent shall promptly notify each Lender
any  time  that  the applicable percentage of Lenders have instructed Agent to
act  or  refrain  from  acting  pursuant  hereto.

          (C)         Rights, Exculpation, Etc.   Neither Agent nor any of its
                      -------------------------
officers, directors, employees or agents shall be liable to any Lender for any
action  taken or omitted by them hereunder or under any of the Loan Documents,
or  in  connection herewith or therewith, except that Agent shall be obligated
on  the  terms  set  forth  herein  for performance of its express obligations
hereunder, and except that Agent shall be liable with respect to its own gross
negligence  or  willful  misconduct.    Agent  shall  not  be  liable  for any
appor-tionment or distribution of payments made by it in good faith and if any
such  apportionment  or  distribution is subsequently deter-mined to have been
made  in error the sole recourse of any Lender to whom payment was due but not
made,  shall  be  to  recover  from other Lenders any payment in excess of the
amount  to  which  they  are determined to be entitled (and such other Lenders
hereby  agree to return to such Lender any such erroneous payments received by
them).  In performing its functions and duties hereunder, Agent shall exercise
the  same  care  which it would in dealing with loans for its own account, but
Agent  shall  not  be  responsible to any Lender for any recitals, statements,
representations  or  warranties  herein  or  for the execution, effectiveness,
genuineness,  validity, enforceability, collectibility, or sufficiency of this
Agreement  or  any  of  the  Loan  Documents  or the transactions contemplated
thereby, or for the financial condition of any Loan Party.  Agent shall not be
required  to  make any inquiry concerning either the performance or observance
of  any of the terms, provisions or conditions of this Agreement or any of the
Loan  Documents or the financial condition of any Loan Party, or the existence
or  possible  existence  of any Default or Event of Default.  Agent may at any
time  request  instructions  from  Lenders  with  respect  to  any  actions or
approvals which by the terms of this Agreement or of any of the Loan Documents
Agent  is  permitted  or  required  to  take  or  to grant, and Agent shall be
absolutely  entitled  to  refrain  from  taking  any action or to withhold any
approval  and  shall  not  be under any liability whatsoever to any Person for
refraining  from  any action or withholding any approval under any of the Loan
Documents  until  it shall have received such instructions from the applicable
percentage  of  the  Lenders.  Without limiting the foregoing, no Lender shall
have  any right of action whatsoever against Agent as a result of Agent acting
or  refraining  from  acting  under  this  Agreement  or any of the other Loan
Documents  in accordance with the instructions of the applicable percentage of
the  Lenders and notwithstanding the instructions of Lenders, Agent shall have
no  obligation  to  take  any  action  if it, in good faith believes that such
action  exposes  Agent  to  any  liability.

          (D)      Reliance.  Agent shall be entitled to rely upon any written
                   --------
notices,  statements, certificates, orders or other documents or any telephone
message  or  other  communication  (in-cluding any writing, telex, telecopy or
telegram)  believed  by it in good faith to be genuine and correct and to have
been  signed,  sent  or  made  by  the  proper Person, and with respect to all
matters  pertaining  to  this  Agreement  or any of the Loan Documents and its
duties  hereunder or thereunder, upon advice of counsel selected by it.  Agent
shall  be  entitled  to  rely  upon  the  advice of legal counsel, independent
accountants,  and  other  experts  selected  by  Agent in its sole discretion.

          (E)          Indemnification.    Each  Lender,  severally, agrees to
                       ---------------
reimburse  and  indemnify  Agent  for  and  against  any  and all liabilities,
obliga-tions,  losses,  damages,  penalties, actions, judgments, suits, costs,
expenses, advances or disbursements of any kind or nature whatsoever which may
be  imposed  on, incurred by, or asserted against Agent in any way relating to
or  arising  out  of this Agreement or any of the Loan Documents or any action
taken  or    omitted  by  Agent  under  this  Agreement  for  any  of the Loan
Docu-ments,  in  proportion to each Lender's Pro Rata Share; provided, that no
Lender  shall  be  liable  for  any  portion of such liabilities, obligations,
losses,  damages,  penalties,  actions,  judgments,  suits,  costs,  expenses,
advances  or  disbursements resulting from Agent's gross negligence or willful
misconduct.    The  obligations  of Lenders under this subsection 9.2(E) shall
survive  the  payment  in  full of the Obligations and the termination of this
Agreement.

          (F)         Heller Individually.  With respect to its Revolving Loan
                      -------------------
Commitments and the Revolving Loans made by it, and the Revolving Notes issued
to it, Heller shall have and may exercise the same rights and powers hereunder
and  is  subject  to the same obligations and liabilities as and to the extent
set  forth  herein  for  any  other Lender.  The terms "Lenders" or "Requisite
Lenders"  or  any  similar  terms  shall, unless the context clearly otherwise
indicates, include Heller in its individual capacity as a Lender or one of the
Requisite Lenders.  Heller may lend money to, and generally engage in any kind
of  banking,  trust  or  other  business with any Loan Party as if it were not
acting  as  Agent  pursuant  hereto.

          (G)          Successor  Agent.
                       ----------------

          (1)       Resignation.  Agent may resign from the performance of all
                    -----------
its  functions and duties hereunder at any time by giving at least thirty (30)
Business  Days'  prior  written  notice  to  Borrower  and  the Lenders.  Such
resignation  shall  take  effect  upon  the acceptance by a successor Agent of
appointment  pursuant  to  clause  (2)  below  or as otherwise provided below.

          (2)          Appointment  of  Successor.    Upon  any such notice of
                       --------------------------
resignation  pursuant  to  clause  (G)(1) above, Requisite Lenders shall, upon
receipt  of Borrower's prior consent which shall not unreasonably be withheld,
appoint  a  successor  Agent.    If  a  successor Agent shall not have been so
appointed  within  said  thirty  (30) Business Day period, the retiring Agent,
upon  notice to Borrower, shall then appoint a successor Agent who shall serve
as  Agent  until  such  time  as Requisite Lenders, upon receipt of Borrower's
prior  written  consent,  which  shall not be unreasonably withheld, appoint a
successor  Agent  as  provided  above.

          (3)      Successor Agent.  Upon the acceptance of any appointment as
                   ---------------
Agent  under  the  Loan  Documents  by a successor Agent, such successor Agent
shall  thereupon  succeed  to  and  become vested with all the rights, powers,
privileges  and  duties of the retiring Agent, and the retiring Agent shall be
discharged  from  its  duties and obligations under the Loan Documents.  After
any  retiring  Agent's  resignation  as  Agent  under  the Loan Documents, the
provisions of this subsection 9.2 shall inure to its benefit as to any actions
taken  or  omitted  to  be  taken  by  it  while  it  was Agent under the Loan
Documents.

          (H)          Collateral  Matters.
                       -------------------

               (1)          Release of Collateral.  Lenders hereby irrevocably
                            ---------------------
authorize Agent, and Agent shall, release any Lien granted to or held by Agent
upon  any  property  covered  by this Agreement or the Loan Documents (i) upon
termination  of the Revolving Loan Commitments and payment and satisfaction of
all  Obligations;  (ii)  constituting  property  being  sold or disposed of if
(except  in  the  case  of  Inventory sold in the ordinary course of business)
Borrower certifies to Agent that the sale or disposition is made in compliance
with  the  provisions  of  this  Agreement  (and  Agent may rely in good faith
conclusively  on  any  such  certificate,  without  further inquiry); or (iii)
constituting  property  leased  to Borrower under a lease which has expired or
been terminated in a transaction permitted under this Agreement or is about to
expire  and which has not been, and is not intended by Borrower to be, renewed
or  extended.    In  addition  during  any  Fiscal  Year (x) Agent may release
Collateral  having  a book value of not more than 10% of the book value of all
Collateral,  (y)  Agent,  with  the  consent of Requisite Lenders, may release
Collateral  having  a book value of not more than 25% of the book value of all
Collateral  and  (z)  Agent, with the consent of Lenders having 90% of (i) the
Revolving  Loan  Commitments  and  (ii)  Revolving  Loans, may release all the
Collateral.

               (2)          Confirmation  of Authority; Execution of Releases.
                            -------------------------------------------------
Without  in  any manner limiting Agent's authority to act without any specific
or  further  authorization  or  consent by Lenders (as set forth in subsection
9.2(H)(1)),  each  Lender  agrees  to  confirm  in  writing,  upon  request by
Borrower,  the  authority to release any property covered by this Agreement or
the  Loan  Documents conferred upon Agent under subsection 9.2(H)(1).  So long
as  no  Event  of  Default  is  then  continuing,  upon  receipt  by  Agent of
confirmation  from  the  requisite  percentage of Lenders, of its authority to
release  any particular item or types of property covered by this Agreement or
the  Loan  Documents,  and  upon at least five (5) Business Days prior written
request  by  Borrower,  Agent  shall  (and is hereby irrevocably authorized by
Lenders to) execute such documents as may be necessary to evidence the release
of  the  Liens  granted to Agent for the benefit of Lenders herein or pursuant
hereto upon such Collateral; provided, that (i) Agent shall not be required to
execute  any  such  document  on terms which, in Agent's opinion, would expose
Agent  to  liability  or create any obligation or entail any consequence other
than  the  release of such Liens without recourse or warranty, and (ii) except
in the case of a release described in clause (i) of subsection 9.2(H)(1), such
release shall not in any manner discharge, affect or impair the Obligations or
any  Liens  upon  (or  obligations  of  any  Loan  Party,  in respect of), all
interests  retained  by  any  Loan  Party,  including, without limitation, the
proceeds  of  any  sale, all of which shall continue to constitute part of the
property  covered  by  this  Agreement  or  the  Loan  Documents.

               (3)          Absence  of  Duty.  Agent shall have no obligation
                            -----------------
whatsoever  to  any  Lender  or  any  other Person to assure that the property
covered by this Agreement or the Loan Documents exists or is owned by Borrower
or is cared for, protected or insured or has been encumbered or that the Liens
granted  to  Agent  on  behalf  of Lenders herein or pursuant hereto have been
properly  or  suffi-ciently  or  lawfully  created,  perfected,  protected  or
enforced  or are entitled to any particular priority, or to exercise at all or
in  any  particular  manner or under any duty of care, disclosure or fidelity,
or  to  continue exercising, any of the rights, authorities and powers granted
or  available  to  Agent  in  this  subsection  9.2(H)  or  in any of the Loan
Documents,  it  being  understood  and  agreed that in respect of the property
covered  by this Agreement or the Loan Documents or any act, omission or event
related  thereto,  Agent may act in any manner it may deem appropriate, in its
discretion,  given  Agent's own interest in property covered by this Agreement
or  the Loan Documents as one of the Lenders and that Agent shall have no duty
or  liability  whatsoever  to  any  of the other Lenders; provided, that Agent
shall  exercise the same care which it would in dealing with loans for its own
account.

          (I)         Agency for Perfection.  Each Lender hereby appoints each
                      ---------------------
other Lender as agent for the purpose of perfecting Lenders' security interest
in  Collateral  which,  in accordance with Article 9 of the Uniform Commercial
                                           ---------
Code  in  any  applicable  jurisdiction,  can be perfected only by possession.
Should any Lender (other than Agent) obtain possession of any such Collateral,
such  Lender  shall  notify  Agent thereof, and, promptly upon Agent's request
therefor, shall deliver such Collateral to Agent or in accordance with Agent's
instructions.

          (J)       Exercise of Remedies.  Each Lender agrees that it will not
                    --------------------
have  any  right  individually to enforce or seek to enforce this Agreement or
any Loan Document or to realize upon any collateral security for the Revolving
Loans,  it  being  understood  and agreed that such rights and remedies may be
exercised  only  by  Agent.

          9.3          Consents.
                       --------

          (A)     In the event Agent requests the consent of a Lender and does
not  receive a written denial thereof within five (5) Business Days after such
Lender's  receipt  of  such  request,  then such Lender will be deemed to have
given  such  consent.

          (B)     In the event Agent requests the consent of a Lender and such
consent  is denied, then Heller (or such other Lender as may then be the Agent
if  Heller is not the Agent) may, at its option, require such Lender to assign
its  interest  in  the  Revolving Loans to Heller (or such other Lender) for a
price  equal to the then outstanding principal amount thereof plus accrued and
                                                              ----
unpaid interest and fees due such Lender, which interest and fees will be paid
when collected from Borrower.  In the event that Heller (or such other Lender)
elects  to  require any Lender to assign its interest to Heller (or such other
Lender),  Heller  (or such other Lender) will so notify such Lender in writing
within  forty-five  (45)  days following such Lender's denial, and such Lender
will  assign  its interest to Heller (or such other Lender) no later than five
(5)  days  following  receipt  of  such  notice.

          9.4      Set Off and Sharing of Payments.  In addition to any rights
                   -------------------------------
now  or hereafter granted under applicable law and not by way of limitation of
any  such  rights, upon the occurrence and during the continuance of any Event
of  Default,  each Lender is hereby authorized by Borrower at any time or from
time  to  time, with reasonably prompt subsequent notice to Borrower or to any
other  Person  (any  prior  or  contemporaneous  notice being hereby expressly
waived)  to  set  off and to appropriate and to apply any and all (A) balances
held  by  such  Lender or such holder at any of its offices for the account of
any  Loan Party (regardless of whether such balances are then due to such Loan
Party),  -and  (B)  other property at any time held or owing by such Lender or
such holder to or for the credit or for the account of any Loan Party, against
and  on  account of any of the Obligations which are not paid when due; except
that  no  Lender  or any such holder shall exercise any such right without the
prior  written  consent of Agent.  Any Lender which has exercised its right to
set  off  shall,  to the extent the amount of any such set off exceeds its Pro
Rata  Share  of  the  Obligations, purchase for cash (and the other Lenders or
holders shall sell) participations in each such other Lender's or holder's Pro
Rata  Share  of  the Obligations as would be necessary to cause such Lender to
share  such  excess  with each other Lender or holder in accordance with their
respective  Pro  Rata  Shares.  Borrower agrees on its behalf and on behalf of
the  other  Loan Parties, to the fullest extent permitted by law, that (a) any
Lender  or holder may exercise its right to set off with respect to amounts in
excess of its Pro Rata Share of the Obligations and may sell participations in
such  excess  to  other  Lenders  and holders, and (b) any Lender or holder so
purchasing  a  participation  in the Revolving Loans made or other Obligations
held  by other Lenders or holders may exercise all rights of set-off, bankers'
lien,  counterclaim  or  similar rights with respect to such partici-pation as
fully  as if such Lender or holder were a direct holder of Revolving Loans and
other  Obligations  in  the  amount  of  such  participation.

          9.5         Disbursement of Funds.  Agent may, on behalf of Lenders,
                      ---------------------
disburse  funds  to Borrower for Revolving Loans requested.  Each Lender shall
reimburse  Agent  on demand for all funds disbursed on its behalf by Agent, or
if  Agent  so  requests, each Lender will remit to Agent its Pro Rata Share of
any  Revolving  Loan before Agent disburses same to Borrower.  If Agent elects
to  require  that  funds  be made available prior to disbursement to Borrower,
Agent  shall  advise each Lender by telephone, telex or telecopy of the amount
of such Lender's Pro Rata Share of such requested Revolving Loan no later than
(a)  one  (1)  Business  Day prior to the Funding Date applica-ble thereto for
LIBOR  Rate  Loans  and  (b) by 1:00 p.m. Central time on the Funding Date for
Base  Rate  Loans, and each such Lender shall pay Agent such Lender's Pro Rata
Share of such requested Revolving Loan, in same day funds, by wire transfer to
Agent's  account  not  later than 10:00 a.m. Central time on such Funding Date
for  LIBOR  Rate Loans and 3:00 p.m. Central time for Base Rate Loans.  If any
Lender  fails  to  pay the amount of its Pro Rata Share forthwith upon Agent's
demand,  Agent  shall promptly notify Borrower, and Borrower shall immediately
repay  such  amount  to  Agent.    Any  repayment  required  pursuant  to this
subsec-tion  9.5  shall  be  without  premium  or  penalty.    Nothing in this
subsection  9.5  or  elsewhere  in this Agreement or the other Loan Documents,
including  without  limitation  the  provisions  of  subsec-tion 9.6, shall be
deemed to require Agent to advance funds on behalf of any Lender or to relieve
any  Lender  from  its  obligation  to  fulfill its Revolving Loan Commitments
hereunder  or to prejudice any rights that  Agent or Borrower may have against
any  Lender  as  a  result  of  any  default  by  such  Lender  hereunder.

          9.6          Settlements,  Payments  and  Information.
                       ----------------------------------------

          (A)          Revolving  Loan  Advances  and  Payments;  Fee Payments
                       -------------------------------------------------------

               (1)        The Revolving Loan balance may fluctuate from day to
day  through  Agent's  disbursement  of  funds  to, and receipt of funds from,
Borrower.    In  order to minimize the frequency of transfers of funds between
Agent  and  each  Lender  notwithstanding  terms  to the contrary set forth in
Section  2  and  subsection  9.5,  Revolving Loan advances and payments may be
settled  according  to  the  procedures  described in subsection 9.6(A)(2) and
9.6(A)(3)  of  this  Agreement.      Notwith-standing  these  procedures, each
Lender's  obligation  to  fund  its  portion  of any advances made by Agent to
Borrower  will  commence  on  the  date such advances are made by Agent.  Such
payments  will  be  made  by  such  Lender  without  set-off,  counterclaim or
reduction  of  any  kind.

               (2)       Once each week, or more frequently (including daily),
if  Agent  so  elects  (each  such  day being a "Settlement Date"), Agent will
advise  each Lender by 1 p.m. Central time by telephone, telex, or telecopy of
the amount of each such Lender's Pro Rata Share of the Revolving Loan balance.
In the event that payments are necessary to adjust the amount of such Lender's
share  of  the  Revolving  Loan balance to such Lender's Pro Rata Share of the
Revolving  Loan,  the party from which such payment is due will pay the other,
in same day funds, by wire transfer to the other's account not later than 3:00
p.m.  Central  time  on  the  Business  Day  following    the Settlement Date.

               (3)          On the first Business Day of each month ("Interest
Settlement  Date"),  Agent  will  advise  each Lender by telephone, telefax or
telecopy  of  the  amount  of  interest and fees charged to and collected from
Borrower  for  the  proceeding  month.  Provided that such Lender has made all
payments  required  to  be  made by it under this Agreement, Agent will pay to
such  Lender,  by wire transfer to such Lender's account (as specified by such
Lender  on the signature page of this Agreement as amended by such Lender from
time to time after the date hereof pursuant to the notice provisions contained
herein  or  in the applicable Lender Addition Agreement) not later than 3 p.m.
Central  time  on the next Business Day following the Interest Settlement Date
such  Lender's  share  of  such  interest  and  fees.

          (B)          Availability  of  Lender's  Pro  Rata  Share.
                       --------------------------------------------

               (1)       Unless Agent has been notified by a Lender prior to a
Funding  Date of such Lender's intention not to fund its Pro Rata Share of the
Revolving Loan amount requested by Borrower, Agent may assume that such Lender
will  make  such  amount  available  to  Agent on the Funding Date or the next
Settlement  Date,  as  applicable.    If  such  amount  is  not, in fact, made
available  to Agent by such Lender when due, Agent will be entitled to recover
such  amount  on  demand  from  such  Lender  without set-off, counterclaim or
deduction  of  any  kind.

               (2)         Nothing contained in this subsection 9.6(B) will be
deemed  to  relieve  a  Lender of its obligation to fulfill its Revolving Loan
Commitments or to prejudice any rights Agent or Borrower may have against such
Lender  as  a  result  of  any  default  by  such Lender under this Agreement.

               (3)      Without limiting the generality of the foregoing, each
Lender  shall  be  obligated  to fund its Pro Rata Share of any Revolving Loan
made  with  respect  to  any  draw  on  a  Lender  Letter  of  Credit.

          (C)          Return  of  Payments.
                       --------------------

               (1)          If  Agent  pays  an  amount to a Lender under this
Agreement in the belief or expectation that a related payment has been or will
be received by Agent from Borrower and such related payment is not received by
Agent,  then  Agent  will  be entitled to recover such amount from such Lender
without  set-off,  counterclaim  or  deduction  of  any  kind.

               (2)          If  Agent  determines  at any time that any amount
received by Agent under this Agreement must be returned to Borrower or paid to
any  other  person  pursuant  to  any  solvency  law  or  otherwise,  then,
notwithstanding  any other term or condition of this Agreement, Agent will not
be  required  to  distribute  any portion thereof to any Lender.  In addition,
each  Lender  will  repay  to  Agent on demand any portion of such amount that
Agent  has distributed to such Lender, together with interest at such rate, if
any,  as  Agent  is  required to pay to Borrower or such other Person, without
set-off,  counterclaim  or  deduction  of  any  kind.

          9.7        Dissemination of Information.  Agent will provide Lenders
                     ----------------------------
with  any  information received by Agent from any Loan Party which is required
to  be provided to a Lender hereunder; provided, however, that Agent shall not
be  liable to Lenders for any failure to do so, except to the extent that such
failure  is  attributable  to  Agent's gross negligence or willful misconduct.


          9.8     Discretionary Advances.   Agent may, in its sole discretion,
                  ----------------------
(i)  provided  that  no Event of Default exists, make Revolving Loans of up to
10%  in excess of the limitations set forth in subsection 2.1(B)(1)(b) but not
in  excess  of  the  limitation  set forth in subsection 2.1(B)(1)(a) and (ii)
during  the  continuance  of  an  Event of Default, make Revolving Loans in an
aggregate  amount of not more than $1,500,000 in excess of the limitations set
forth  in subsection 2.1(B)(1) for the purpose of preserving or protection the
Collateral.

SECTION  10.          MISCELLANEOUS.
                      -------------

          10.1          Expenses  and  Attorneys'  Fees.    Whether or not the
                        -------------------------------
transactions  contemplated  hereby  shall  be  consummated, Borrower agrees to
promptly pay all fees, costs and expenses incurred by Agent in connection with
any matters contemplated by or arising out of this Agreement or the other Loan
Documents including the following, and all such fees, costs and expenses shall
be  part  of the Obligations, payable on demand and secured by the Collateral:
(a)  reasonable fees, costs and expenses (including attorneys' fees, allocated
costs  of  internal counsel and fees of environmental consultants, accountants
and  other  professionals  retained  by Agent) incurred in connection with the
examination,  review,  due diligence investiga-tion, documentation and closing
of  the  financing  arrangements  evidenced  by  the  Loan  Documents and this
Amendment  and Restatement; (b) reasonable fees, costs and expenses (including
attorneys' fees, allocated costs of internal counsel and fees of environmental
consultants,  accountants  and other professionals retained by Agent) incurred
in  connection  with  the  review,  negotiation,  preparation, documenta-tion,
execution  and admin-istration of the Loan Documents, the Revolving Loans, and
any  amendments,  waivers,  consents,  forbearances  and  other  modifications
relating  thereto  or  any  subordination  or  intercreditor  agreements;  (c)
reasonable  fees, costs and expenses incurred by Agent in creating, perfecting
and  maintaining  perfection of Liens in favor of Agent, on behalf of Lenders;
(d)  reasonable  fees, costs and expenses incurred by Agent in connection with
forwarding  to  Borrower  the proceeds of Revolving Loans including Agent's or
any  Lenders' standard wire transfer fee; (e) reasonable fees, costs, expenses
and  bank  charges,  including  bank  charges for returned checks, incurred by
Agent  or  any  Lender  in  establish-ing,  main-taining and handling lock box
accounts, blocked accounts or other accounts for collection of the Collateral;
(f)  fees,  costs,  expenses (including attorneys' fees and allocated costs of
internal  counsel) incurred in collecting upon or enforcing rights against the
Collateral, including, without limitation, costs of settlement, or incurred in
any action to enforce this Agreement or the other Loan Documents or to collect
any payments due from Borrower or any other Loan Party under this Agreement or
any  other  Loan  Document  or  incurred in connection with any refinancing or
restructuring  of  the  credit  arrangements  provided  under  this Agreement,
whether  in  the nature of a "workout" or in connection with any insolvency or
bankruptcy  proceedings or otherwise, in each case, incurred by Agent, and, if
an  Event  of  Default  has  occurred,  of  any  one  or  more  Lenders.

          10.2     Indemnity.  In addition to the payment of expenses pursuant
                   ---------
to  subsection 10.1, whether or not the transactions contemplated hereby shall
be  consummated,  Borrower  agrees  to  indemnify, pay and hold Agent and each
Lender  and  any  holder  of  any  of  the  Revolving Notes, and the officers,
directors, employees, agents, consult-ants, auditors, persons engaged by Agent
or  any  Lender  and  any  holder of any of the Revolving Notes to evaluate or
monitor  the  Collateral,  affiliates  and attorneys of Agent, Lender and such
holders  (collectively called the "Indemnitees") harmless from and against any
and  all  liabilities,  obligations,  losses,  damages,  penalties,  actions,
judgments,  suits,  claims,  costs, expenses and disburse-ments of any kind or
nature  whatsoever  (including  the fees and disbursements of counsel for such
Indem-nitees in connection with any investigative, administra-tive or judicial
proceeding  commenced  or  threatened, whether or not such Indemnitee shall be
designated  a  party thereto) that may be imposed on, incurred by, or asserted
against  that  Indemnitee,  in  any  manner relating to or arising out of this
Agreement  or  the  other Loan Documents, the consummation of the transactions
contemplated  by  this  Agreement,  the statements contained in the commitment
letters,  if  any, delivered by Agent or any Lender, Agent's and each Lender's
agreement  to  make  the Revolving Loans hereunder, the use or intended use of
the  proceeds  of  any  of the Revolving Loans or the exercise of any right or
remedy  hereunder  or  under  the  other  Loan  Documents  (the  "Indemnified
Liabilities");  provided,  that  Borrower  shall  have  no  obligation  to  an
Indemnitee  hereunder with respect to Indemnified Liabilities arising from the
gross  negligence  or willful misconduct of that Indemnitee as determined by a
court  of  competent  jurisdiction.

          10.3          Amendments  and  Waivers.
                        ------------------------

          (A)          Except  as  otherwise  provided  herein,  no amendment,
modification,  termination  or  waiver of any provision of this Agreement, the
Revolving Notes or any other Loan Document, or consent to any departure by any
Loan Party therefrom, shall in any event be effective unless the same shall be
in  writing and signed by Requisite Lenders or Agent, as applicable; provided,
that  no  amendment,  modification,  termination  or  waiver  shall, unless in
writing  and  signed by all Lenders, do any of the following: (i) increase the
Revolving Loan Commitment of any Lender; (ii) reduce the principal of, rate of
interest  on  or fees payable with respect to any Revolving Loan; (iii) extend
the scheduled due date of any installment of principal of the Revolving Loans;
(iv)  change  the  percen-tage  of  the  Revolving  Loan Commitments or of the
aggregate unpaid principal amount of the Revolving Loans, or the percentage of
Lenders  which shall be required for Lenders or any of them to take any action
hereunder;  (v)  amend or waive this subsection 10.3 or the definitions of the
terms  used  in  this  subsection  10.3  insofar as the definitions affect the
substance  of  this  subsection 10.3; (vi) consent to the assign-ment or other
transfer by any Loan Party of any of its rights and obligations under any Loan
Document;  and  (vii)  increase the percentages contained in the definition of
Borrowing  Base  and  provided,  further,  that  no  amendment,  modification,
termination  or  waiver affecting the rights or duties of Agent under any Loan
Document  shall  in  any  event  be effective, unless in writing and signed by
Agent,  in  addition to the Lenders required herein above to take such action.

          (B)     Each amendment, modification, termination or waiver shall be
effective only in the specific instance and for the specific purpose for which
it  was  given.    No amendment, modifica-tion, termination or waiver shall be
required  for  Agent  to  take  additional  Collateral  pursuant  to  any Loan
Document.

          (C)     No amendment, modification or waiver of any provision of any
Lender Letter of Credit shall be applicable without the written concurrence of
the  issuer  of  such  Lender Letter of Credit.  No notice to or demand on any
Loan  Party  in  any case shall entitle any Loan Party to any other or further
notice  or  demand  in  similar  or  other  circum-stances.    Any  amendment,
modification,  termination, waiver or consent effected in accordance with this
subsection  10.3  shall  be binding upon each holder of the Revolving Notes at
the  time  outstanding,  each  future  holder  of the Revolving Notes, and, if
signed  by  a  Loan  Party,  on  such  Loan  Party.
          (D)          In the event Agent waives (1) any Default arising under
subsection  8.1(E)  as  a  result  of  the  breach of any of the provisions of
Section  5  of this Agreement (other than any such breach which constitutes an
Event  of  Default) or (2) any Default constituting a condition to the funding
of  any Revolving Loan or issuance of any Lender Letter of Credit, such waiver
shall  expire on the date upon which the Default which was the subject of such
waiver  matures  into  an  Event  of  Default  pursuant  to  the terms of this
Agreement.

          10.4        Notices.  Unless otherwise specifically provided herein,
                      -------
all notices shall be in writing addressed to the respective party as set forth
below  and  may  be personally served, telecopied or sent by overnight courier
service  or  United States mail and shall be deemed to have been given: (a) if
delivered in person, when delivered; (b) if delivered by telecopy, on the date
of transmission if transmitted on a Business Day before 4:00 p.m. Central time
or, if not, on the next succeeding Business Day; (c) if delivered by overnight
courier,  two  (2)  days after delivery to such courier properly addressed; or
(d)  if  by  U.S.  Mail, four (4) Business Days after depositing in the United
States  mail,  with  postage  prepaid  and  properly  addressed.

               If  to  Borrower  or  GII:

               The  Gradall  Company
               406  Mill  Avenue  S.W.
               New  Philadelphia,  Ohio  44663
               Attention:  Chief  Financial  Officer

               Telecopy  No.:    (330)  339-8317


<PAGE>
               With  a  copy  to:

               Black,  McCuskey,  Souers  &  Arbaugh
               1000  United  Bank  Plaza
               Canton,  Ohio  44702
               Attention:  Anthony  Efremoff
               Telecopy  No.:    (330)  456-5756

<PAGE>
               If  to  Agent  or  to  Heller:

               HELLER  FINANCIAL,  INC.
               500  West  Monroe
               Chicago,  Illinois,    60661
               Attn:    HBC  Portfolio  Manager
               Telecopy  No.:    (312)  441-6133

               With  a  copy  to:

               HELLER  FINANCIAL,  INC.
               500  West  Monroe
               Chicago,  Illinois    60661
               Attn:    Legal  Department
               Telecopy  No.:    (312)  441-7456

          If  to  any  other  Lender:  As  specified  in  the  Lender Addition
Agreement  for  such  Lender  or  to such other address as the party addressed
shall have previously designated by written notice to the serving party, given
in  accordance  with  this  subsection  10.4.

          10.5          Survival  of  Warranties  and Certain Agreements.  All
                        ------------------------------------------------
agreements,  representations  and  warranties  made  herein  shall survive the
execution and delivery of this Agreement and the making of the Revolving Loans
hereunder.    Notwithstanding  anything in this Agreement or implied by law to
the contrary, the agreements of the Loan Parties set forth in subsections 10.1
and  10.2 shall survive the payment of the Revolving Loans and the termination
of  this  Agreement.  The agreements contained in subsections 10.1 and 10.2 of
the  Original  Loan  and  Security  Agreement shall continue in full force and
effect  as  to  each  Lender  under  the Original Loan and Security Agreement,
notwithstanding  the  amendment  and  restatement  of  the  Original  Loan and
Security  Agreement  hereunder.

          10.6      Indulgence Not Waiver.  No failure or delay on the part of
                    ---------------------
Agent,  any  Lender or any holder of any Revolving Note in the exercise of any
power,  right or privilege hereunder or under the Revolving Notes shall impair
such  power,  right or privilege or be construed to be a waiver of any default
or  acquiescence therein, nor shall any single or partial exercise of any such
power, right or privilege preclude other or further exercise thereof or of any
other  right,  power  or  privilege.

          10.7          Marshaling; Payments Set Aside.  Neither Agent nor any
                        ------------------------------
Lender  shall  be  under  any obligation to marshal any assets in favor of any
Loan  Party  or  any other party or against or in payment of any or all of the
Obligations.  To the extent that any Loan Party makes a payment or payments to
Agent  and/or  any  Lender  or  Agent  and/or any Lender enforces its security
interests  or  exercises its rights of setoff, and such payment or payments or
the  proceeds  of  such  enforcement  or  setoff  or  any  part  thereof  are
subsequently  invalidated,  declared  to  be  fraudulent or preferen-tial, set
aside  and/or  required to be repaid to a trustee, receiver or any other party
under any bankruptcy law, state or federal law, common law or equitable cause,
then  to  the  extent  of  such  recovery,  the  Obliga-tions  or part thereof
originally  intended  to  be  satis-fied,  and  all Liens, rights and remedies
therefor,  shall  be revived and continued in full force and effect as if such
payment  had  not  been  made  or such enforcement or setoff had not occurred.

          10.8     Entire Agreement.  This Agreement, the Revolving Notes, and
                   ----------------
the other Loan Documents referred to herein embody the final, entire agreement
among  the  parties  hereto  and  supersede  any  and  all  prior commitments,
agreements,  representations,  and  understandings,  whether  written or oral,
relating to the subject matter hereof and may not be contradicted or varied by
evidence  of  prior,  contem-poraneous,  or  subsequent  oral  agreements  or
discussions  of  the  parties  hereto.  There are no oral agreements among the
parties  hereto.

          10.9       Independence of Covenants.  All covenants hereunder shall
                     --------------------------
be given independent effect so that if a particular action or condition is not
permitted  by any of such covenants, the fact that it would be permitted by an
exception  to,  or  be  otherwise  within the limitations of, another covenant
shall  not  avoid  the  occurrence of a Default or an Event of Default if such
action  is  taken  or  condition  exists.

          10.10          Severability.    The  invalidity,  illegality  or
                         ------------
unenforceability  in  any jurisdiction of any provision in or obligation under
this  Agreement  or  the  other  Loan Documents shall not affect or impair the
validity,  legality  or  enforceability  of  the  remaining  provisions  or
obligations  under  this  Agreement,  or  the  other Loan Documents or of such
provision  or  obligation  in  any  other  jurisdiction.

          10.11          Lenders'  Obligations  Several; Independent Nature of
                         -----------------------------------------------------
Lenders'  Rights.   The obligation of each Lender hereunder is several and not
      ----------
joint and neither Agent nor any Lender shall be responsible for the obligation
or  commitment of any other Lender hereunder.  In the event that any Lender at
any time should fail to make a Revolving Loan as herein provided, the Lenders,
or  any of them, at their sole option, may make the Revolving Loan that was to
have  been made by the Lender so failing to make such Revolving Loan.  Nothing
contained  in  any  Loan  Document  and no action taken by Agent or any Lender
pursuant  hereto  or  thereto  shall  be  deemed to constitute Lenders to be a
partnership,  an association, a joint venture or any other kind of entity. The
amounts  payable  at any time hereunder to each Lender shall be a separate and
independent  debt,  and,  provided  Agent  fails  or  refuses  to exercise any
remedies  against  Borrower  after  receiving  the  direction of the Requisite
Lenders,  each  Lender  shall  be  entitled  to protect and enforce its rights
arising  out  of  this  Agreement  and it shall not be necessary for any other
Lender to be joined as an additional party in any proceeding for such purpose.

          10.12          Headings.    Section  and subsection headings in this
                         --------
Agreement  are included herein for convenience of reference only and shall not
constitute  a  part  of  this  Agreement for any other purpose or be given any
substantive  effect.

          10.13      APPLICABLE LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
                     --------------
SHALL  BE  CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE  OF  ILLINOIS,  WITHOUT  REGARD  TO  CONFLICTS  OF  LAWS  PRINCIPLES.

          10.14       Successors and Assigns.  This Agreement shall be binding
                      ----------------------
upon  and  inure  to  the  benefit  of the parties hereto and their respective
successors  and  assigns  except  that  Borrower  may not assign its rights or
obligations  hereunder  without  the  written  consent  of  Lenders.

          10.15          No Fiduciary Relationship; Limitation of Liabilities.
                         ----------------------------------------------------

          (a)       No provision in this Agreement or in any of the other Loan
Documents  and  no  course  of  dealing between the parties shall be deemed to
create  any  fiduciary  duty  by  Agent  or  any  Lender  to  Borrower.

          (B)        Neither Agent nor any Lender, nor any affiliate, officer,
director,  shareholder,  employee,  attorney,  or agent of Agent or any Lender
shall  have  any  liability  with  respect  to,  and  Borrower  hereby waives,
releases,  and  agrees not to sue any of them upon, any claim for any special,
indirect,  incidental,  or  consequential  damages  suffered  or  incurred  by
Borrower  in  connection  with, arising out of, or in any way related to, this
Agreement  or  any  of  the  other  Loan Documents, or any of the transactions
contemplated  by  this Agreement or any of the other Loan Documents.  Borrower
hereby  waives,  releases, and agrees not to sue Agent or any Lender or any of
Agent's  or  any  Lender's  af-filiates,  officers,  directors,  employees,
attorneys,  or  agents  for  punitive  damages  in  respect  of  any  claim in
connection  with,  arising out of, or in any way related to, this Agreement or
any  of  the  other Loan Documents, or any of the transactions contemplated by
this  Agreement  or  any  of  the  transactions  contemp-lated  hereby.

          10.16      CONSENT TO JURISDICTION.  BORROWER HEREBY CONSENTS TO THE
                     -----------------------
JURISDICTION  OF  ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF COOK
STATE  OF  ILLINOIS  AND IRREVOCABLY AGREES THAT, SUBJECT TO AGENT'S ELECTION,
ALL  ACTIONS  OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
REVOLVING NOTES OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS.
BORROWER  ACCEPTS  FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY
AND  UNCONDITIONALLY,  THE  NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS
AND  WAIVES  ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE
BOUND  BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT, THE
REVOLVING  NOTES,  THE  OTHER  LOAN  DOCUMENTS  OR  THE  OBLIGATIONS.

          10.17         WAIVER OF JURY TRIAL.  BORROWER, AGENT AND EACH LENDER
                        --------------------
HEREBY  WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE REVOLVING NOTES OR THE
OTHER  LOAN DOCUMENTS.  BORROWER, AGENT AND EACH LENDER ACKNOWL-EDGE THAT THIS
WAIVER  IS  A  MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT
EACH  HAS  ALREADY  RELIED  ON THE WAIVER IN ENTERING INTO THIS AGREEMENT, THE
REVOLVING  NOTES  AND  THE OTHER LOAN DOCUMENTS AND THAT EACH WILL CONTINUE TO
RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS.  BORROWER, AGENT AND EACH
LENDER  FURTHER  WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH
ITS  LEGAL  COUNSEL,  AND  THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY
TRIAL  RIGHTS  FOLLOWING  CONSULTATION  WITH  LEGAL  COUNSEL.

          10.18          Construction.  Borrower,  Agent  and each Lender each
                         ------------
acknowledge that it has had the benefit of legal counsel of its own choice and
has  been  afforded an opportunity to review this Agreement and the other Loan
Documents  with  its  legal counsel and that this Agreement and the other Loan
Documents shall be construed as if jointly drafted by Borrower, Agent and each
Lender.

          10.19        Counterparts; Effectiveness.     This Agreement and any
                       ---------------------------
amendments, waivers, consents, or supplements may be executed in any number of
counterparts  and  by  different parties hereto in separate counterparts, each
of  which  when so executed and delivered shall be deemed an original, but all
of  which  counterparts  together  shall  constitute  but  one  and  the  same
instrument.  This  Agreement  shall  become  effective upon the execution of a
counterpart  hereof  by  each  of  the  parties  hereto.

          10.20       No Duty.     All attorneys, accountants, appraisers, and
                      -------
other  professional  Persons  and  consultants retained by Agent or any Lender
shall  have  the  right  to  act  exclusively in the interest of Agent or such
Lender and shall have no duty of disclosure, duty of loyalty, duty of care, or
other  duty  or obligation of any type or nature whatsoever to Borrower or any
of  Borrower's  shareholders  or  any  other  Person.

          10.21          Confidentiality.    Agent  and Lenders shall hold all
                         ---------------
nonpublic  information  obtained  pursuant  to  the  requirements  hereof  and
identified  as  such  by  Borrower  in accordance with such Person's customary
procedures  for  handling  confidential  information  of  this  nature  and in
accordance  with  safe  and sound business practices and in any event may make
disclosure  reasonably  required  by  a  bona  fide  offeree  or  assignee (or
participation),  or  as required or requested by any Governmental Authority or
representative  thereof,  or pursuant to legal process, or to its accountants,
lawyers and other advisors, and shall require any such offeree or assignee (or
participant)  to  agree  (and  require  any  of  its  offerees,  assignees  or
participants  to  agree) to comply with this Section 10.21.  In no event shall
the  Agent  or  any  Lender  be  obligated or required to return any materials
furnished  by Borrower; provided, each Offeree shall be required to agree that
if  it  does  not  become  a  assignee  (or  participant)  it shall return all
materials  furnished  to  it  by  Borrower  in  connection  herewith.

          10.22   Schedules and Exhibits.  The Schedules and Exhibits attached
                  ----------------------
to  the  Original Loan and Security Agreement shall be deemed attached hereto,
except  in the case of any Schedule or Exhibit attached hereto, which Schedule
or Exhibit attached hereto shall supersede any Schedule or Exhibit attached to
the  Original  Loan  and  Security  Agreement and bearing the same identifying
number(s)  and/or  letter(s).
          Witness  the  due execution hereof by the respective duly authorized
officers  of  the  undersigned  as  of  the  date  first  written  above.


                                   THE  GRADALL  COMPANY

                                    By_____________________________
                                    Title____________________________
                                     FEIN  34-1405233

                                   GRADALL  INDUSTRIES,  INC.

                                    By_____________________________
                                    Title____________________________
                                     FEIN  36-3381606

                                   HELLER  FINANCIAL,  INC.

                                    By_____________________________
                                    Title____________________________


                                   Revolving  Loan  Commitment:$10,546,875



                                   THE  CIT  GROUP/BUSINESS
                                   CREDIT,  INC.


                                    By_____________________________
                                    Title____________________________


                                   Revolving  Loan  Commitment:$10,546,875

                                   BANK  ONE  COLUMBUS,  N.A.


                                    By_____________________________
                                    Title____________________________

                                   Revolving  Loan  Commitment:$3,906,250



                              Schedule 3.1(b)(F)

1.     A Revolving Credit Note for each Lender in the maximum principal amount
of  such  Lender's  Revolving  Credit  Commitment.

2.          A  confirmation, in the form supplied by Agent, of GII's Corporate
Guaranty.

3.     An amendment, in the form supplied by Agent, of GII's Pledge Agreement.

4.          An  amendment, in the form supplied by Agent, of the Assignment of
Contract  as  Collateral  Security  and  Security  Agreement  and  Mortgage  -
Trademarks,  Patents  and  Copyrights.