SECOND AMENDMENT TO
                           STOCK PURCHASE AGREEMENT

            THIS SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT ("Second
Amendment") dated as of June 22, 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, as amended by a First
Amendment to Stock Purchase Agreement dated as of May 31, 1998 (as amended, the
"Purchase Agreement"); and

            WHEREAS, the Closing Date under the Purchase Agreement was June 22,
1998 and the Purchaser is not prepared to close as contemplated;

            WHEREAS, Purchaser, Shareholders and R&S desire to amend the
Purchase Agreement further to extend the Closing date on the conditions and 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 in
            its entirety to read as follows:

                        "3.1 Cash Consideration. The cash consideration to be
                  paid by Purchaser in consideration for its purchase of the
                  Common Stock shall be the sum of (i) Eleven Million Nine
                  Hundred Thousand and 00/100 Dollars ($11,900,000.00), (ii) one
                  hundred percent (100%) of the earnings of R&S from January 1,
                  1998 through the Closing Date, calculated

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                  on a GAAP basis consistently applied, and (iii) an amount
                  equal to Ten Thousand and 00/100 Dollars ($10,000.00) times
                  the number of days elapsed from June 22, 1998 through the
                  Closing Date."

                  (b) Section 3.2(a) of the Purchase Agreement is hereby deleted
            in its entirety.

                  (c) The first sentence of Section 3.3(a) of the Purchase
            Agreement is hereby amended to read as follows:

                        "Section 3.3 Payment at Closing.

                        (a) Purchaser shall pay to the Shareholders the cash
                  consideration described above in Section 3.1 at the Closing in
                  immediately available funds, provided, good and marketable
                  title to the Common Stock is delivered, free and clear of any
                  lien or encumbrance as set forth in Section 2.2 hereof, and
                  provided, all other terms and conditions of this Agreement
                  have been complied with."

                  (d) The first sentence of Article 4 of the Purchase Agreement
            is hereby amended to read as follows:

                        "Subject to the provisions of this Agreement,
the consummation of the transactions contemplated by this Agreement (the
"Closing") shall be held at the offices of Keating, Muething & Klekamp, P.L.L.,
legal counsel to R&S ("KMK") at 10:00 A.M. (local time), on July 22, 1998, or
upon such earlier date specified by Purchaser (other than a Saturday or Sunday)
upon three (3) Business Days' notice by Purchaser to Shareholders (the date of
the Closing being referred to herein as the "Closing Date")."

            3. Escrow. Purchaser hereby agrees that the escrow deposit in the
amount of Four Hundred Thousand and 00/100 Dollars ($400,000.00) (the "Deposit")
placed in escrow with KMK pursuant to the terms of the letter agreement dated
February 13, 1998, shall be released from escrow by KMK and paid to the
Shareholders. As such, in accordance with the terms of such letter agreement,
the parties hereto instruct KMK, as escrow agent, to terminate the escrow and
remit the Deposit, including any interest thereon, to Shareholders in accordance
with the terms hereof.

                  The Shareholders shall not be required to account for the 
Deposit, segregate the Deposit from other funds or


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otherwise hold the Deposit in any trust or fiduciary capacity including seeking
return of said Deposit; provided, however, that: (i) if the Closing occurs on or
before July 22, 1998, the Shareholders agree to credit $400,000 of the amount of
the Deposit as of June 22, 1998, against the cash consideration to be paid to
the Shareholders under the terms of the Purchase Agreement and (ii) the payment
of the Deposit to the Shareholders shall in no respect prejudice, impair or
restrict the remedies available to Purchaser, including seeking return of said
Deposit, if the Closing does not occur as a result of the failure of
Shareholders or R&S to satisfy any of the conditions to Closing set forth in
Article 10 of the Purchase Agreement.

            4. Miscellaneous.

                  (a) All of the terms, conditions and provisions of the
Purchase Agreement not herein modified shall remain in full force and effect.
The terms of this Second Amendment shall not otherwise affect, impair or
prejudice the rights of Purchaser under the Purchase Agreement for any breach by
Shareholders of any of their obligations or covenants hereunder.

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

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

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

      Remainder of page intentionally left blank. Signature page follows.


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            IN WITNESS WHEREOF, this Second 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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