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                                                                   EXHIBIT 10.35


                      SECOND AMENDMENT TO CREDIT AGREEMENT

     THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
the 13 day of December, 2001, by and between STEEL CITY PRODUCTS, INC., a
Delaware (the "Borrower") and NATIONAL CITY BANK OF PENNSYLVANIA (the "Bank").

                                   BACKGROUND

     A.   The Borrower and the Bank entered into a certain Credit Agreement
dated as of July 13, 2001 (as amended, supplemented, replaced or otherwise
modified, the "Agreement") pursuant to which the Bank has made a credit facility
or facilities available to the Borrower.

     B.   The Borrower has requested the Bank to (i) increase the Revolving
Credit Committed Amount, and (ii) revise various other provisions of the
Agreement, and the Bank is willing to do so upon the terms and conditions set
forth in this Amendment.

     NOW THEREFORE, intending to be legally bound hereby, the parties hereto
amend the Agreement and agree as follows:

     Section 1. Capitalized Terms.

     Unless otherwise specified herein, capitalized terms used in this
Amendment (including the BACKGROUND above) without definition shall have the
same meaning as set forth in the Agreement as amended by this Amendment.

     Section 2. Amendments.

     The Agreement is hereby amended as follows:

     2.1  The last sentence of Section 2.01(a) of the Agreement is hereby
amended and restated in its entirety as follows:

          "The Bank's "Revolving Credit Committed Amount" shall be equal to
Five Million and 00/100 Dollars ($5,000,000.000)."

     2.2  Section 2.09(a) of the Agreement is hereby amended and restated in
its entirety as follows:

          "(a) Borrowing Base. The "Borrowing Base" at any time shall mean the
sum, at the date of the most recent Borrowing Base Certificate required to be
furnished pursuant to Section 2.09(f) hereof, of:

               (i)  seventy-five percent (75%) of the Net Value of Eligible
Receivables: provided, however, that at no time shall the Net Value of Eligible
Receivables


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due and owing from either of Giant Eagle Stores or Krogers Stores exceed thirty
percent (30%) of the total Net Value of Eligible Receivables of the Borrower;
and provided further that payments due to the Borrower from Ames Department
Stores shall not be Eligible Receivables; and provided further that at no time
shall the Net Value of Eligible Receivables due and owing from any other
obligor exceed twenty percent (20%) of the total Net Value of Eligible
Receivables of the Borrower; plus

               (ii) forty-five percent (45%) of the Net Value of Eligible
Inventory; provided, however that the portion of the Borrowing Base attributable
to Eligible Inventory shall at no time exceed (A) prior to May 1, 2002,
fifty-five percent (55%) of the Borrowing Base and (B) on and after May 1, 2002,
fifty percent (50%) of the Borrowing Base."

     2.3 Section 6.03 of the Agreement is hereby supplemented to include the
following subsection (e) at the end thereof;

         "(e) Subordinated Indebtedness from Sterling Construction Company,
Inc., with a maturity after June 30, 2003, which is subject to a Subordination
Agreement substantially in the form of Exhibit A hereto."

     2.4 The following defined term set forth in Annex A to the Agreement is
hereby amended and restated in its entirety as follows:

         ""Revolving Credit Maturity Date" shall mean May 31, 2003."

     Section 3. Covenants. Representations and Warranties.

     3.1 The Borrower ratifies, confirms and reaffirms, without condition, all
the terms and conditions of the Agreement and the other Loan Documents and
agrees that it continues to be bound by the terms and conditions thereof as
amended by this Amendment; and, the Borrower further confirms and affirms that
it has no defense, set off or counterclaim against the same. The Agreement and
this Amendment shall be construed as complementing each other and as augmenting
and not restricting the Bank's rights, and, except as specifically amended by
this Amendment, the Agreement shall remain in full force and effect in
accordance with its terms.

     3.2 The Borrower ratifies, confirms and reaffirms without condition, all
liens and security interests granted to the Bank pursuant to the Agreement and
the other Loan Documents, if any, and such liens and security interests shall
continue to secure the indebtedness and obligations of the Borrower to the Bank
under the Agreement, the Note and the other Loan Documents, including, but not
limited to, all loans made by the Bank to the Borrower as amended by this
Amendment.


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     3.3 The Borrower represents and warrants to the Bank that:

         (a) This Amendment has been duly executed and delivered by the Borrower
and constitutes the legal, valid and binding obligations of the Borrower
enforceable in accordance with its terms;

         (b) The execution and delivery of this Amendment by the Borrower and
the performance and observance by the Borrower of the provisions hereof, do not
violate or conflict with the organizational agreements of the Borrower or any
law applicable to the Borrower or result in a breach of any provision of or
constitute a default under any other agreement, instrument or document binding
upon or enforceable against the Borrower;

         (c) The representations and warranties set forth within Article III of
the Agreement continue to be true and correct in all material respects as of
the date of this Amendment except those changes resulting from the passage of
time; and

         (d) No material adverse change has occurred in the business,
operations, consolidated financial condition or prospects of the Borrower since
the date of the most recent annual financial statement delivered to the Bank,
and no Event of Default or condition which, with the passage of time, the
giving of notice or both, could become an Event of Default has occurred and is
continuing.

     3.4 The Borrower shall execute or cause to be executed and deliver to the
Bank all other documents, instruments and agreements deemed necessary or
appropriate by the Bank in connection herewith.

     Section 4. Conditions Precedent.

     4.1 This Amendment shall be effective on the date hereof so long as each
of the following conditions has been satisfied;

         (a) No Event of Default shall have occurred and be continuing on the
date of this Amendment.

         (b) The representations and warranties set forth within Article III of
the Agreement shall continue to be true and correct in all material respects as
of the date of this Amendment except those changes resulting from the passage
of time only.

         (c) Contemporaneously with the execution hereof, the Borrower shall
deliver, or cause to be delivered, to the Bank:

             (i)  The Note Modification Agreement;

             (ii) the Subordination Agreement, substantially in the form of
Exhibit A hereto, together with a copy of the subordinated note related thereto;

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                  (iii) A certificate of the corporate secretary or assistant
secretary of the Borrower, dated the date hereof, certifying (1) that the
Articles of Incorporation and By-Laws of the Borrower has not been changed since
they were delivered to the Bank, or if there have been any such changes,
attaching copies thereof as then in effect and (2) as to true copies of all
corporate action taken by the Borrower in authorizing the execution, delivery
and performance of this Amendment, and the transactions contemplated thereby;
and

                  (iv) Such other documents, instruments and certificates
required by the Bank in connection with transactions contemplated by this
Amendment.

         4.2  The Bank shall continue to have a first priority lien on and
security interest in the Collateral, if any, previously granted to the Bank.

         4.3  All legal details and proceedings in connection with the
transactions contemplated in this Amendment shall be satisfactory to counsel for
the Bank, and the Bank shall have received all such originals or copies of such
documents as the Bank may request.

         Section 5. Miscellaneous.

         5.1  This Amendment shall be construed in accordance with, and
governed by the laws of the Commonwealth of Pennsylvania without giving effect
to the provisions thereof regarding conflicts of law.

         5.2  Except as amended hereby, all of the terms and conditions of the
Agreement shall remain in full force and effect. This Amendment amends the
Agreement and is not a novation thereof.

         5.3  This Amendment shall inure to the benefit of, and shall be
binding upon, the respective successors and assigns of the Borrower and the
Bank. The Borrower may not assign any of its rights or obligations hereunder
without the prior written consent of the Bank.

         5.4  This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts each of which, when so
executed, shall be deemed an original, but all such counterparts shall
constitute but one and the same instrument.


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     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Second Amendment to Credit Agreement the
day and year first above written.

ATTEST:                            STEEL CITY PRODUCTS, INC.

By: /s/ KAREN A. STEMPINSKI        By: /s/ MAARTEN D. HEMSLEY (SEAL)
   ------------------------           -----------------------
Name: Karen A. Stempinski          Name: Maarten D. Hemsley
Title: Ass't Secretary             Title: CFO

          (SEAL)


                                   NATIONAL CITY BANK
                                   OF PENNSYLVANIA

                                   By: /s/ Lori B. Shure
                                      -----------------------
                                   Name: Lori B. Shure
                                   Title: Vice President


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