FIRST AMENDMENT TO
                            STOCK PURCHASE AGREEMENT

            THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT ("First Amendment")
dated as of May __, 1998, by and among BARCLAY INVESTMENTS, INC., a New Jersey
corporation ("Purchaser"), WILLIAM L. SMITH and JANET R. SMITH ("Shareholders"),
and R&S TRUCK BODY COMPANY, INC., a Kentucky corporation ("R&S").

                              PRELIMINARY STATEMENT

            WHEREAS, Purchaser, Shareholders and R&S are parties to the Stock
Purchase Agreement dated as of February 13, 1998 ("Purchase Agreement"); and

            WHEREAS, Purchaser, Shareholders and R&S desire to amend the
Purchase Agreement in accordance with the terms and provisions hereof.

            NOW, THEREFORE, in consideration of the foregoing, the mutual
covenants and agreements of the parties hereinafter set forth, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

            1. Definitions. Capitalized terms used herein and not otherwise
defined shall have the meanings given such terms in the Purchase Agreement.

            2. Amendments to Purchase Agreement.

                  (a) Section 3.1 of the Purchase Agreement is hereby amended
            (i) to change the date of "May 31, 1998" referenced therein to "June
            22, 1998" and (ii) to add the following sentences at the end
            thereof:

                  "In computing the earnings of R&S from January 1, 1998 through
                  the Closing Date, the certified public accountants for R&S
                  shall monitor a physical inventory of R&S to be conducted not
                  earlier than three (3) days prior to the Closing Date (with
                  the expected inventory date to be June 20, 1998). The
                  Purchaser shall have the right to observe with its accountants
                  the physical inventory to be conducted at R&S."

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                  (b) Section 3.2 of the Purchase Agreement is hereby amended to
            change the date of "May 31, 1998" referenced therein to "June 22,
            1998."

                  (c) Article 4 of the Purchase Agreement is hereby amended to
            change the date of "May 31, 1998" referenced therein to "June 22,
            1998."

                  (d) Section 9.2 of the Purchase Agreement is hereby amended in
            its entirety to read as follows:

                        "Section 9.2 Accrued Bonus Compensation. On or before
                  the Closing Date, R&S shall be permitted to make a good faith
                  estimate of and pay out the accrued management and employee
                  bonuses due under the current bonus program for the period
                  from January 1, 1998 through the Closing Date. Once the
                  earnings of R&S for the period from January 1, 1998 through
                  the Closing Date are determined in accordance with this
                  Agreement, any adjustments necessary to such bonuses shall be
                  made."

            3. Disclosure Exhibits. In accordance with the terms of the Purchase
Agreement, Shareholders have provided various updates to the Disclosure Exhibits
dated March 2, 1998 ("Exhibits") by means of letters dated May 15, 1998 and May
21, 1998 from R&S and a letter dated May 27, 1998 from Keating, Muething &
Klekamp, P.L.L., counsel to R&S (which, together with the attachments thereto,
are collectively referred to as the "Exhibit Updates"). The parties hereto agree
that the Exhibits shall be deemed amended to include the additional information
and disclosures set forth in the Exhibit Updates.

            4. Miscellaneous.

                  (a) All of the terms, conditions and provisions of the
Purchase Agreement not herein modified shall remain in full force and effect.

                  (b) This First Amendment shall be governed by and shall be
construed and interpreted in accordance with the laws of the State of Delaware.

                  (c) This First Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, successors and
assigns.


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                  (d) This First Amendment may be executed in several
counterparts, each of which shall constitute an original, but all of which
together shall constitute one and the same agreement.

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            IN WITNESS WHEREOF, this First Amendment has been duly executed and
delivered by or on behalf of the parties as of the day and in the year first
above written.

SIGNED IN THE PRESENCE OF:                BARCLAY INVESTMENTS, INC.,
                                          Purchaser

__________________________                By:____________________________

Printed:__________________                Name:__________________________

__________________________                Title:_________________________

Printed:__________________                

__________________________                _______________________________
                                          WILLIAM L. SMITH, Shareholder
Printed:__________________                

__________________________

Printed:__________________

__________________________                _______________________________
                                          JANET R. SMITH, Shareholder
Printed:__________________                

__________________________

Printed:__________________

                                          R&S TRUCK BODY COMPANY, INC.


__________________________                By:____________________________

Printed:__________________                Name:__________________________
                                          
__________________________                Title:_________________________

Printed:__________________


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