AMENDMENT NO. 11 TO LOAN AND SECURITY AGREEMENT
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:

              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, 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 other agreements, documents, supplements andinstruments now or at any time hereafter executed and/or delivered by any other person, with, to or in favor of Lender in connectiontherewith (all of the foregoing, together with this Amendment and the other agreements and instruments delivered hereunder, as thesame 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 havethe respective meanings ascribed to them in the Loan Agreement.

     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)      Amendment to Definitions.

                    (i)  KWS Supplemental Revolving Loan Termination Date.  Section 1(a)(xix) of Amendment No. 5 to LoanAgreement is hereby deleted in its entirety and replaced with the following:

                         (xix) KWS Supplemental Revolving Loan Termination Date shall mean the earlier to occur of (A) March 1,2002 or (B) Lender's determination that as of the end of the fiscal quarter of KWS set forth below, the Fixed Charge Coverage Ratioof KWS shall be less than the ratio set forth below next to such fiscal quarter:
                           Fiscal Quarter Ending              Fixed Charge Coverage Ratio                           ---------------------              ---------------------------                           September 30, 2001                                   .43:1.0                           December 31, 2001                                    .60:1.0
                         (ii) Brixius Supplemental Revolving Loan Termination Date.  Section 1(a)(xiii) of Amendment No. 6 to LoanAgreement is hereby deleted in its entirety and replaced with the following:

                         (xiii) Brixius Supplemental Revolving Loan Termination Date shall mean the earlier to occur of (A) March1, 2002 or (B)Lender’s determination that as of the end of the fiscal quarter of Brixiusset forth below, the Fixed Charge Coverage Ratio of Brixius shall be less thanthe ratio set forth below next to such fiscal quarter:                            Fiscal Quarter Ending              Fixed Charge Coverage Ratio                           ---------------------              ---------------------------                           September 30, 2001                                   .60:1.0                           December 31, 2001                                    .77:1.0
        (b)Interpretation. For purposes of this Amendment, unless otherwise definedherein, all capitalized terms used herein, shall have the respective meaningsascribed to 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 .3:1.0 as of the fiscal quarter endedJune 31, 2001, and (ii) of the Brixius Supplemental Revolving Loans through thedate hereof as a result of the occurrence of the Brixius Supplemental RevolvingLoan Termination Date solely by reason of the failure of Brixius to maintain aFixed Charge Coverage Ratio of 1.0:1.0 as of the fiscal quarter ended June 31,2001. 

          (b) Lender has not waived, and has no intention of waiving, any other failure to comply with the Fixed ChargeCoverage Ratio required to be maintained as set forth in:
                         (i) the definition of the KWS Supplemental Revolving Loan Termination Date, which may have occurred beforethe date hereof, or may becontinuing on the date hereof or that may occur after the date hereof, otherthan the failure to maintain a Fixed Charge Coverage Ratio of .30:1.0 as of thefiscal quarter ended June 30, 2001. Lender reserves the right, in itsdiscretion, to exercise any or all of its rights and remedies arising under theFinancing Agreements, applicable law or otherwise as a result of any otheroccurrence of the KWS Supplemental Revolving Loan Termination Date that may haveoccurred before the date hereof, or is continuing on the date hereof, or thatmay occur after the date hereof for non-compliance with the Fixed ChargeCoverage Ratio or otherwise, other than the failure to maintain a Fixed ChargeCoverage Ratio of .30:1.0 as of the fiscal quarter ended June 30, 2001 , and 
                         (ii) the definition of the Brixius Supplemental Revolving Loan Termination Date, which may have occurredbefore the date hereof, ormay be continuing on the date hereof or that may occur after the date hereof,other than the failure to maintain a Fixed Charge Coverage Ratio of 1.0:1.0 asof the fiscal quarter ended June 30, 2001. Lender reserves the right, in itsdiscretion, to exercise any or all of its rights and remedies arising under theFinancing Agreements, applicable law or otherwise as a result of any otheroccurrence of the Brixius Supplemental Revolving Loan Termination Date that mayhave occurred before the date hereof, or is continuing on the date hereof, orthat may occur after the date hereof for non-compliance with the Fixed ChargeCoverage Ratio or otherwise, other than the failure to maintain a Fixed ChargeCoverage Ratio of 1.0:1.0 as of the fiscal quarter ended June 30, 2001. 
            3. 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. 

          4. Amendment Fee. Inconsideration of the foregoing, Borrower agrees to pay Lender a fee for enteringinto this Amendment in the amount of $15,000 (the “Amendment Fee”),which shall be fully earned on the date hereof and which shall be due andpayable on the date of execution hereof. Such fee may be charged by Lender toany loan account of Borrower maintained by Lender under the FinancingAgreements. 
          5.  Conditions Precedent.  The effectiveness of the waiver provided  for herein shall only be effective upon thesatisfaction of 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; 

                                 (b)  Lender shall have received the Amendment Fee.
                                 (c)  Lender shall have received a prepayment of principal in the amount of $350,000 with respect to the TermPromissory Note, dated March 8, 2000, in the original principal amount of $2,140,000 made by KWS Acquisition Corp. in favor ofLender; and
                                 (d) Lender shall have received a prepayment of principal in the amount of $150,000 with respect to the TermPromissory Note, dated March 17, 2000, in the original principal amount of $3,200,000 made by Universal Brixius, Inc. in favor ofLender.
          6. 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. 

          7.       Governing Law.  The rights and obligations hereunder of each of the parties hereto shall be governed by andinterpreted and determined in accordance with the internal laws of the State of New York (without giving effect to principles ofconflicts of laws).
          8.       Binding Effect.  This Amendment shall be binding upon and inure to the benefit of each of the parties hereto andtheir respective successors and assigns.
          9.  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:_________________________________