AMENDMENT NO. 12 TO LOAN AND SECURITY AGREEMENT
J.B. POINDEXTER & CO., INC.                                                         1100 Louisiana Street                                                              Suite 5400                                                         Houston, Texas 77002
As of December 13, 2001
Congress Financial Corporation1133 Avenue of the AmericasNew York, New York 10036

Ladies and Gentlemen:

     Congress Financial Corporation ("Lender"), J.B. Poindexter & Co., Inc. ("Borrower"), EFP Corporation ("EFP"), Lowy Group,Inc. ("Lowy"), Magnetic Instruments Corp. ("MIC"), Morgan Trailer Mfg. Co. ("Morgan"), Truck Accessories Group, Inc. ("TAG"), RaiderIndustries Inc. ("Raider"), KWS Manufacturing Company, Inc. ("KWS"), Universal Brixius, Inc. ("Brixius"), Morgan Trailer FinancialCorporation ("MTFC") and Morgan Trailer Financial Management, L. P. ("MTF Management", and together with EFP, Lowy, MIC, Morgan, TAG,Raider, KWS, Brixius and MTFC, each individually sometimes referred to herein as a "Guarantor" and, collectively, "Guarantors") haveentered into certain financing arrangements as set forth in the Loan and Security Agreement, dated as of June 28, 1996, by and amongLender, Borrower and Guarantors, as amended by Amendment No. 1 to Loan and Security Agreement, dated May 13, 1998, Amendment No. 2 toLoan and Security Agreement, dated as of June 30, 1998,  Amendment No. 3 to Loan and Security Agreement, dated as of June 24, 1999,Amendment No. 4 to Loan and Security Agreement, dated as of February 25, 2000, Amendment No. 5 to Loan and Security Agreement, datedas of March 8, 2000 ("Amendment No. 5 to Loan Agreement"), Amendment No. 6 to Loan and Security Agreement, dated as of March 17,2000, Amendment No. 7 to Loan and Security Agreement, dated as of September 29, 2000, Amendment No. 8 to Loan and Security Agreement,dated as of October 31, 2000, Amendment No. 9 to Loan and Security Agreement, dated March 27, 2001, Amendment No. 10 to Loan andSecurity Agreement, dated as of June 29, 2001, and Amendment No. 11 to Loan and Security Agreement, dated as of August 14, 2001 (andas heretofore amended or may hereafter be further amended, modified, supplemented, extended, renewed, restated or replaced, the "LoanAgreement"), together with all other agreements, documents, supplements and instruments now or at any time hereafter executed and/ordelivered by any other person, with, to or in favor of Lender in connection therewith (all of the foregoing, together with thisAmendment and the other agreements and instruments delivered hereunder, as the same now exist or may hereafter be amended, modified,supplemented, extended, renewed, restated or replaced, collectively, the "Financing Agreements").  For purposes of this letter,unless otherwise defined herein, all capitalized terms used herein, shall have the respective meanings ascribed to them in the LoanAgreement.

     Borrower and Guarantorshave requested that Lender enter into certain amendments to the Loan Agreement.Lender is willing to agree to the foregoing, subject to the terms and conditionscontained herein.

     In consideration of the foregoing, the mutual agreements and covenants contained in this Amendment, and other good andvaluable consideration, the adequacy and sufficiency of which are hereby acknowledged, Borrower, Guarantors and Lender agree asfollows:

          1.   Definitions.

               (a)Interpretation. For purposes of this Amendment, unless otherwise defined herein,all capitalized terms used herein, shall have the respective meanings ascribedto them in the Loan Agreement. 

          2.   Waiver.

               (a)Notwithstanding anything to the contrary contained in Section 5 of the LoanAgreement, subject to the terms and conditions contained herein, Lender waivesthe automatic payment in full (i) of the KWS Supplemental Revolving Loansthrough the date hereof as a result of the occurrence of the KWS SupplementalRevolving Loan Termination Date solely by reason of the failure of KWS tomaintain a Fixed Charge Coverage Ratio of .43:1.0 as of the fiscal quarter endedSeptember 30, 2001. 

               (b)Lender has not waived, and has no intention of waiving, any other failure tocomply with the Fixed Charge Coverage Ratio required to be maintained as setforth in the definition of the KWS Supplemental Revolving Loan Termination Date,which may have occurred before the date hereof, or may be continuing on the datehereof or that may occur after the date hereof, other than the failure tomaintain a Fixed Charge Coverage Ratio of .43:1.0 as of the fiscal quarter endedSeptember 30, 2001. Lender reserves the right, in its discretion, to exerciseany or all of its rights and remedies arising under the Financing Agreements,applicable law or otherwise as a result of any other occurrence of the KWSSupplemental Revolving Loan Termination Date that may have occurred before thedate hereof, or is continuing on the date hereof, or that may occur after thedate hereof for non-compliance with the Fixed Charge Coverage Ratio orotherwise, other than the failure to maintain a Fixed Charge Coverage Ratio of..43:1.0 as of the fiscal quarter ended September 30, 2001. 

               (c)Notwithstanding anything to the contrary contained in the Loan Agreement and theother Financing Agreements, the calculation of the Fixed Charge Coverage Ratioof KWS and Universal shall be made without giving effect to the partialintercompany loan repayments described in numbered paragraphs 3 and 4 of theConsent Letter dated August 14, 2001 by and among Lender, Borrower andGuarantors. 

          3. Trademark License.Notwithstanding anything to the contrary contained in the Loan Agreement and theother Financing Agreements, Lender hereby consents to the (a) amendment of thecurrent exclusive license agreement between MTF Management and Morgan withrespect to the “273” trademark and the “674” trademark toprovide that the license thereunder shall be non-exclusive to the extent thatMorgan shall be authorized to license its rights to Fleet Parts and Service,Inc., as hereinafter provided and (b) license by Morgan to Fleet Parts andService, Inc., of an exclusive, non-transferable sublicense to use the“273” trademark and the “674” trademarks pursuant to and inaccordance with the terms and conditions of the Settlement and Trademark LicenseAgreement dated, as of May __, 2001, as in effect on such date, each of whichamendment and license shall be in form and substance satisfactory to Lender. 

          4.   Intercompany Loans.
               (a)On or about the date hereof, MIC is making a partial repayment of anintercompany loan to Borrower pursuant to the Intercompany Loan Documentsbetween them in the amount of $500,000. After giving effect to such intercompanyloan repayment, MIC hereby acknowledges that it is Solvent. For purposes hereof,the term “Solvent” shall mean, at any time with respect to any Person,that at such time such Person (i) is able to pay its debts as they mature andhas (and has reason to believe it will continue to have) sufficient capital (andnot unreasonably small capital) to carry on its business consistent with itscurrent practices as of the date hereof, and (ii) the assets and properties ofsuch Person at a fair valuation and at their present fair salable value aregreater than the Indebtedness of such Person (and with respect to MIC, suchIndebtedness shall be to the extent of the direct Indebtedness owing by MIC toLender pursuant to the Financing Agreements), and including subordinated andcontingent liabilities computed at the amount which, to the best of suchPerson’s knowledge, represents an amount which can reasonably be expectedto become an actual or matured liability. 

               (b)Notwithstanding anything to the contrary contained in Section 9.10(m)(ii) of theLoan Agreement, as a one-time accommodation, subject to the terms and conditionscontained herein, Lender hereby consents to an intercompany loan (ascontemplated by Section 9.10(m)) to be made not later than ninety (90) daysfollowing the date hereof by Borrower to KWS or Brixius, pursuant to theIntercompany Loan Documents between them and with the proceeds of theintercompany loan repayment made by MIC to Borrower described above, in theaggregate amount of up to $500,000, notwithstanding that after giving effect tosuch loan, the Indebtedness of KWS and/or Brixius arising from all suchintercompany loans by Borrower to KWS and/or Brixius outstanding at such timeshall exceed the amount of the Guarantor Availability of KWS and for Brixius;provided, that, each of the following conditions have been satisfied: (i) aftergiving effect to such loan, no Event of Default shall exist or have occurred andno event, act or condition shall have occurred or exist which with notice orpassage of time or both would constitute an Event of Default (after givingeffect to the consent contained herein) and (ii) the receipt by Lender of anoriginal of this Amendment, duly authorized, executed and delivered by Borrowerand Guarantors. 

          5. Representations,Warranties and Covenants. In addition to the continuing representations,warranties and covenants heretofore or hereafter made by Borrower and Guarantorsto Lender pursuant to the other Financing Agreements, Borrower and Guarantorshereby represent, warrant and covenant with and to Lender as follows (whichrepresentations, warranties and covenants are continuing and shall survive theexecution and delivery hereof and shall be incorporated into and made a part ofthe Financing Agreements): 

               (a)This Amendment has been duly authorized, executed and delivered by Borrower andeach Guarantor, and the agreements and obligations of Borrower and eachGuarantor contained herein constitute legal, valid and binding obligations ofBorrower and each Guarantor enforceable against Borrower and each Guarantor inaccordance with their respective terms. 

               (b)Neither the execution and delivery of this Amendment, nor the modifications tothe Financing Agreements contemplated by this Amendment shall violate anyapplicable law or regulation, or any order or decree of any court or anygovernmental instrumentality in any respect or does or shall conflict with orresult in the breach of, or constitute a default in any respect under, anyindenture, including, without limitation, the Senior Note Indenture, or anymaterial mortgage, deed of trust, security agreement, agreement or instrument towhich Borrower and each Guarantor is a party or may be bound, or violate anyprovision of the organizational documents of Borrower and each Guarantor. 

               (c)All of the representations and warranties set forth in the Loan Agreement asamended hereby, and the other Financing Agreements, are true and correct in allmaterial respects, except to the extent any such representation or warranty ismade as of a specified date, in which case such representation or warranty shallhave been true and correct as of such date. 

               (d)After giving effect to the amendments to the Loan Agreement provided in thisAmendment, no Event of Default shall exist or have occurred and no event, act orcondition shall have occurred or exist which with notice or passage of time orboth would constitute an Event of Default. 

          6.   Conditions Precedent.  The effectiveness of the waiver provided for herein shall only be effective upon the satisfactionof each of the following conditions precedent in a manner satisfactory to Lender:

               (a)no Event of Default shall have occurred and be continuing and no event shallhave occurred or condition be existing and continuing which, with notice orpassage of time or both, would constitute an Event of Default, after givingeffect to the waivers and amendments set forth herein; and 

               (b)Lender shall have received a true, complete and correct copy of the amendment tolicense agreement and the sublicense agreement, referred to in Section 3 hereof,each of which shall be in form and substance satisfactory to Lender. 

          7. Effect of thisAmendment. Except for the specific waiver and amendments expressly set forthherein, no other waiver, changes or modifications to the Financing Agreements,and no waivers of any provisions thereof are intended or implied, and in allother respects the Financing Agreements are hereby specifically ratified,restated and confirmed by all parties hereto as of the date hereof. To theextent of conflict between the terms of this Amendment and the other FinancingAgreements, the terms of this Amendment shall control. The Loan Agreement andthis Amendment shall be read and construed as one agreement. 

          8.   Governing Law.  The rights and obligations hereunder of each of the parties hereto shall be governed by and interpretedand determined in accordance with the internal laws of the State of New York (without giving effect to principles of conflicts oflaws).

          9.   Binding Effect.  This Amendment shall be binding upon and inure to the benefit of each of the parties hereto and theirrespective successors and assigns.

          10.  Counterparts.  This waiver may be executed in any number of counterparts, but all of such counterparts shall togetherconstitute but one and the same agreement.  In making proof of this waiver, it shall not be necessary to produce or account for morethan one counterpart thereof signed by each of the parties thereto.

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     Please sign in the spaceprovided below and return a counterpart of this Amendment, whereupon thisAmendment, as so agreed to and accepted by Lender, shall become a bindingagreement among Borrower, Guarantors and Lender. 

    Very truly yours,

                           J.B. POINDEXTER & CO., INC.

                          By:________________________

                          Title:_____________________ 

AGREED AND ACCEPTED:

CONGRESS FINANCIAL CORPORATION

By:_________________________________

Title:______________________________

ACKNOWLEDGED AND CONSENTED TO:

EFP CORPORATION

By:_____________________________

Title:__________________________

LOWY GROUP, INC.

By:_____________________________

Title:__________________________

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MAGNETIC INSTRUMENTS CORP.

By:_____________________________

Title:___________________________

MORGAN TRAILER MFG. CO.

By:_______________________________

Title:____________________________

TRUCK ACCESSORIES GROUP, INC.

By:_______________________________

Title:____________________________

RAIDER INDUSTRIES INC.

By:_______________________________

Title:____________________________

KWS MANUFACTURING COMPANY, INC.

By:______________________________

Title:___________________________

UNIVERSAL BRIXIUS, INC.

By:______________________________

Title:___________________________

[SIGNATURES CONTINUE ON NEXT PAGE]

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MORGAN TRAILER FINANCIAL CORPORATION

By:_______________________________

Title:____________________________

MORGAN TRAILER FINANCIAL MANAGEMENT, L.P.

By: MORGAN TRAILER MFG. CO., as General Partner

By:__________________________________

Title:_________________________________