J.B. POINDEXTER & CO., INC.                                                         1100 Louisiana Street                                                              Suite 5400                                                         Houston, Texas 77002
As of August 14 , 2001
Congress Financial Corporation1133 Avenue of the AmericasNew York, New York 10036

Ladies and Gentlemen:

          Re: Consent to Intercompany Loan to KWS and Brixius

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"), TruckAccessories Group, Inc. ("TAG"), Raider Industries Inc. ("Raider"), KWS Manufacturing Company, Inc. ("KWS"),Universal Brixius, Inc. ("Brixius"), Morgan Trailer Financial Corporation ("MTFC") and Morgan Trailer FinancialManagement, L. P. ("MTF Management", and together with EFP, Lowy, MIC, Morgan, TAG, Raider, KWS, Brixius andMTFC, 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 among Lender, Borrower and Guarantors, as amended by Amendment No. 1 to Loan and Security Agreement,dated May 13, 1998, Amendment No. 2 to Loan and Security Agreement, dated as of June 30, 1998,  Amendment No. 3to Loan and Security Agreement, dated as of June 24, 1999, Amendment No. 4 to Loan and Security Agreement, datedas of February 25, 2000, Amendment No. 5 to Loan and Security Agreement, dated as of March 8, 2000, 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 as of March 27, 2001, and Amendment No. 10 to Loan andSecurity Agreement, dated as of June 29, 2001 (and as heretofore amended or may hereafter be further amended,modified, supplemented, extended, renewed, restated or replaced, the "Loan Agreement"), together with all otheragreements, documents, supplements and instruments now or at any time hereafter executed and/or delivered by anyother 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 beamended, modified, supplemented, extended, renewed, restated or replaced, collectively, the "FinancingAgreements").  Unless otherwise defined herein, all capitalized terms used herein, shall have the respectivemeanings ascribed to them in the Loan Agreement.

     Borrower, Guarantors and Lender agree as follows:

     1. On or about the datehereof, Morgan is making a partial repayment of an intercompany loan to Borrowerpursuant to the Intercompany Loan Documents between them in the amount of$200,000. After giving effect to such intercompany loan repayment, Morgan herebyacknowledges that it is Solvent. For purposes hereof, the term“Solvent” shall mean, at any time with respect to any Person, that atsuch time such Person (a) is able to pay its debts as they mature and has (andhas reason to believe it will continue to have) sufficient capital (and notunreasonably small capital) to carry on its business consistent with its currentpractices as of the date hereof, and (b) the assets and properties of suchPerson at a fair valuation and at their present fair salable value are greaterthan the Indebtedness of such Person (and with respect to Morgan, suchIndebtedness shall be to the extent of the direct Indebtedness owing by Morganto Congress pursuant to the Financing Agreements), and including subordinatedand contingent 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. 
     2. On or about the datehereof, MIC is making a partial repayment of an intercompany loan to Borrowerpursuant to the Intercompany Loan Documents between them in the amount of$500,000. After giving effect to such intercompany loan repayment, MIC herebyacknowledges that it is Solvent. For purposes hereof, the term“Solvent” shall mean, at any time with respect to any Person, that atsuch time such Person (a) is able to pay its debts as they mature and has (andhas reason to believe it will continue to have) sufficient capital (and notunreasonably small capital) to carry on its business consistent with its currentpractices as of the date hereof, and (b) the assets and properties of suchPerson at a fair valuation and at their present fair salable value are greaterthan the Indebtedness of such Person (and with respect to MIC, such Indebtednessshall be to the extent of the direct Indebtedness owing by MIC to Congresspursuant to the Financing Agreements), and including subordinated and contingentliabilities computed at the amount which, to the best of such Person’sknowledge, represents an amount which can reasonably be expected to become anactual or matured liability. 
     3. Notwithstanding anythingto the contrary contained in Section 9.10(m)(ii) of the Loan Agreement, as aone-time accommodation, subject to the terms and conditions contained herein,Lender hereby consents to an intercompany loan (as contemplated by Section9.10(m)) to be made on the date hereof by Borrower to KWS, pursuant to theIntercompany Loan Documents between them and with the proceeds of theintercompany loan repayment made by Morgan and MIC to Borrower described above,in the amount of $550,000, notwithstanding that after giving effect to suchloan, the Indebtedness of KWS arising from all such intercompany loans byBorrower to KWS outstanding at such time shall exceed the amount of theGuarantor Availability of KWS; provided, that, each of thefollowing conditions have been satisfied: (a) $350,000 of the amount of suchloan is used to prepay the principal with respect to the Term Promissory Note,dated March 8, 2000, in the original principal amount of $2,140,000 made by KWSin favor of Lender and the remaining amount of such loan is used to repay theObligations in such order and manner as Lender may determine, (b) after givingeffect to such loan, no Event of Default shall exist or have occurred and noevent, 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 (c) the receipt by Lender of anoriginal of this consent, duly authorized, executed and delivered by Borrowerand Guarantors. 
     4. Notwithstanding anythingto the contrary contained in Section 9.10(m)(ii) of the Loan Agreement, as aone-time accommodation, subject to the terms and conditions contained herein,Lender hereby consents to an intercompany loan (as contemplated by Section9.10(m)) to be made on the date hereof by Borrower to Brixius, pursuant to theIntercompany Loan Documents between them and with the proceeds of theintercompany loan repayment made by Morgan and MIC to Borrower described above,in the amount of $150,000, notwithstanding that after giving effect to suchloan, the Indebtedness of Brixius arising from all such intercompany loans byBorrower to Brixius outstanding at such time shall exceed the amount of theGuarantor Availability of Brixius; provided, that, each of thefollowing conditions have been satisfied: (a) the amount of such loan is used toprepay the principal with respect to the Term Promissory Note, dated March 17,2000, in the original principal amount of $3,200,000 made by Brixius in favor ofLender, (b) after giving effect to such loan, no Event of Default shall exist orhave occurred and no event, act or condition shall have occurred or exist whichwith notice or passage of time or both would constitute an Event of Default(after giving effect to the consent contained herein) and (c) the receipt byLender of an original of this consent, duly authorized, executed and deliveredby Borrower and Guarantors. 
     5. Except for the specificconsent expressly set forth herein, no other consent and no waiver, changes ormodifications to the Financing Agreements or any provisions thereof are intendedor implied, and in all other respects the Financing Agreements are herebyspecifically ratified, restated and confirmed by all parties hereto as of thedate hereof. 
     6. The rights andobligations hereunder of each of the parties hereto shall be governed by andinterpreted and determined in accordance with the internal laws of the State ofNew York (without giving effect to principles of conflicts of laws). 
              7.  This letter agreement shall be binding upon and inure to the benefit of each of the parties heretoand their respective successors and assigns.

     8. This letter agreementmay be executed in any number of counterparts, but all of such counterpartsshall together constitute but one and the same agreement. In making proof ofthis letter agreement, it shall not be necessary to produce or account for morethan one counterpart thereof signed by each of the parties hereto. Delivery ofan executed counterpart of this letter agreement by telefacsimile shall have thesame force and effect as the delivery of an original executed counterpart ofthis letter agreement. Any party delivering an executed counterpart of any suchagreement by telefacsimile shall also deliver an original executed counterpart,but the failure to do so shall not affect the validity, enforceability orbinding effect of such agreement. 
     Please sign in the spaceprovided below and return a counterpart of this letter agreement, whereupon thisletter agreement, 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:___________________________

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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:_________________________________