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                                                                   EXHIBIT 10.17

UNION BANK OF CALIFORNIA                       FRESNO COMMERCIAL BUSINESS CENTER

Mr. James Dillon, C.E.O.                                          April 16, 1998
W.R. Carpenter, North America
Upright, Inc.
1775 Park Street                                       AMENDED AS OF MAY 5, 1998
Selma, CA. 93662

Dear Mr. Dillon:

Upon your acceptance hereof as provided below, this letter will serve as
confirmation of Union Bank of California's ("Bank") commitment to hold available
for Upright, Inc. ("Borrower") credit facilities in the aggregate total amount
of Twenty Million Dollars ($20,000,000). This commitment is subject to the
following terms and conditions:

Borrower:               Upright, Inc.

FACILITY NUMBER ONE:    Revolving Line of Credit
Amount:                 $20,000,000
Maturity:               October 1, 1999

Purpose:                a.  To provide for required development funds related to
                            the Madera Expansion facilities.

                        b.  General & Administrative expenses, pertaining to 
                            operation of facilities in the Selma and Madera 
                            locations.

                        c.  Utilization for all general purposes related to 
                            either of the locations, in Selma or Madera, CA.

Interest Rate:          Union Bank of California Reference Rate minus one half
                        of one percent (1/2%), or Libor plus 120 basis points.
                        (Libor funding limited to a maximum of three month
                        contracts, with a minimum dollar amount of $100,000)

Repayment:              Interest monthly; no clear or out of debt period
                        required, periodic principal reductions, all due and
                        payable at maturity. (Permanent reduction of principal
                        and commitment, will occur with advance designated for
                        Real Estate secured term financing on or about June
                        1999) See Facility Number two.

Collateral:             Security Agreement assuring a first priority position
                        covering Accounts Receivable and Inventory. All
                        necessary UCC filings to prefect such security interest.
                        An executed agreement not to encumber or hypothecate the
                        land intended for development (aprox. 38.95 acres),
                        located in Madera, CA.

Fee:                    Waived

7108 NORTH FRESNO STREET, SUITE 200, FRESNO, 
CALIFORNIA 93720
TEL: 209-436 2728 FAX 209-436 2713 800-972 6686


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James Dillon
April 16, 1998 (Amended as of May 5, 1998)
Page- 2

FACILITY NUMBER TWO:    Commercial Real Estate Term Loan

Amount:                 Maximum Advance, not to exceed 80% of value determined 
                        by Bank appraisal for completed improvements.

Maturity:               Fifteen Years (Based on an amortization of twenty years)

Purpose:                To fund a long term loan for the improvements completed
                        on or about June 1999, with regard to the Madera
                        facilities. (As outlined in proposed development and
                        construction schedule provided by Borrower). Initial
                        advance funding of this loan will be applied to the
                        revolving credit facility; thereby reducing its future
                        availability for a like amount.

Interest Rate:          Options:

                        Variable Rate of Interest: Tied to the Bank's Reference
                        Rate minus one quarter (1/4%).

                        Fixed Rate of interest:

                        Option A: The Bank's Adjusted Treasury Index plus 125
                        basis points; this rate can be locked for a maximum of
                        30 days prior to funding.

                        Option B: Three Month LIBOR Rate plus 150 basis points;
                        this rate can be locked for a predetermined period of
                        time, utilizing a Forward Swap to hedge any interest
                        changes that might occur. (For example: had a swap
                        agreement been signed on April 15, 1998, the All-in-rate
                        for the full term of the loan would have been: 7.68%).
                        NOTE THIS RATE IS NOT A COMMITMENT MERELY AN EXAMPLE,
                        HAD A CONTRACT BEEN EXECUTED.

Repayment:              Requirements vary depending on the option selected:
                        Variable Rate Option: Interest and principal monthly.

                        Fixed Rate Options:

                        Option A: Interest and principal monthly.

                        Option B: Interest and principal paid quarterly, based
                                  on the three month Libor contract.

All repayment options require automatic debit to predetermined borrower deposit
account.


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James Dillon
April 16, 1998 (Amended as of May 5, 1998)
Page- 3


Collateral:             First Trust deed, title insured.

Fee:                    One half of one percent (1/2%) on the full advance
                        amount for term debt.


FINANCIAL COVENANTS      (Pertaining to the Revolving Credit Facility Only) 
This facility would be governed by a loan agreement containing, among other 
things, mutually acceptable financial covenants as indicated below:

      Minimum Current Ratio:         No less than 1.20:1 measured Quarterly
      Maximum Debt to TNW:           No greater than 3.0:1 measured at FYE
      Minimum Debt Coverage:         No less than 1.2:1 measured at FYE

FINANCIAL COVENANTS (Pertaining to the Commercial Real Estate Facility Only)
This facility would be governed by a loan agreement containing, among other
things, mutually acceptable financial covenants as indicated below:

      Minimum Debt Coverage:         No less than 1.2:1 measured at FYE

All debts now or hereafter due from the corporation to officers, stockholders or
inter company obligations are to be subordinate to the bank as long as debt
exists with the bank. The Bank agrees to allow scheduled payments of
inter-company debt as long as compliance is maintained with all remaining
covenants as identified.

REPORTING REQUIREMENTS

Reporting requirements would likely include, but not limited to, the following:

       * Annual Audited Financial Statement, due within 120 days of fiscal year
         end. 
       * Quarterly Interim Financial Statements, due within 45 days of each
         period end. 
       * Quarterly aging of Accounts Receivable and Payable, due
         within 45 days of period. 
       * Quarterly work in progress and backlog reporting, due within 45 days 
         of period. 
       * Annual Financial Statement of W.R. Carpenter North America, Inc.


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James Dillon
April 16, 1998 (Amended as of May 5, 1998)
Page- 4

CONDITIONS PRECEDENT

Borrower will have executed and delivered to Bank any and all promissory notes,
contracts, instruments and any documents, including, without limitation, Loan
and Security Agreements, and all other documentation required by Bank,
containing customer representation, warranties, covenants, and conditions for
this type of credit facility and otherwise acceptable to Bank. The terms of
these documents shall supplement the terms of this letter. In the event of any
conflict, said documents will prevail.

OTHER REQUIREMENTS; SUBJECT TO REVIEW AND ACCEPTANCE

The Bank is to be provided a true and current copy of a Phase I Environmental
survey pertaining to the acreage recently acquired from the City of Madera by
Upright, Inc. for the purpose of development. This property has been described
as aprox. 39 acres. The Bank's environmental department will review this survey
in order to determine whether any action may be necessary prior to the Bank
securing subject property as collateral for proposed loan. All costs for this
review will be the responsibility of the borrower.

Borrower agrees that all liens associated with the development of the Madera
facilities are to be satisfied prior to funding of the Bank Real Estate Term
Loan. If disputes exist between contractor, sub-contractor and Upright, Inc.,
borrower agrees to provide the necessary bond to satisfy the title company in
order that title insurance can be issued with clear title to the Bank. Borrower
to advise the Bank of ownership or control changes that exceed 10% of the
outstanding stock.

The borrower will execute an agreement not to encumber or hypothecate the +- 39
acres located in Madera, preserving it as collateral for Union Bank of
California, term loan financing.

Borrower is responsible for the following costs and expenses related to this
commitment:

        a.      Bank Appraisal required for Real Estate Term Loan

        b.      Title insurance and all endorsements necessary for documentation
                of security with First Trust Deed. General liability, hazard,
                flood (if required), and workers compensation coverage.

        c.      Environmental search and evaluations of property acquired,
                including the review of the existing Phase I assessment that
                will be supplied by Upright, Inc.

        d.      Recording and filing fees for Trust Deeds and UCC security
                filings.

        e.      All other out of pocket expenses that may be necessary for
                perfection of security position requested by Bank.

All legal matters will be satisfactory to the Bank's counsel, including, but not
limited to, all documentation and the perfection and priority of Bank's security
interest.


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James Dillon
April 16, 1998 (Amended as of May 5, 1998)
Page- 5

The Bank reserves the right to terminate this commitment if the Bank deems there
to be a material adverse change in the financial condition of Borrower, or any
material decline in the market value of any collateral required hereunder.

This commitment will be null and void if not accepted by your return of a signed
copy of this letter by May 20, 1998 and will terminate on June 15, 1998 unless
the required documents for the loan(s), are fully executed and delivered to the
Bank and all conditions hereof fulfilled to the satisfaction of the Bank.

Union Bank of California is pleased to offer you the credit facilities described
above, and we look forward to working with you in the future. Should you have
any questions regarding any of the above, please don't hesitate to give me a
call.


Respectfully,

UNION BANK OF CALIFORNIA,
/s/ Phil Lacey
--------------------------
Phil Lacey
Vice President
Senior Commercial Officer

Acceptance Confirmed By:
Upright, Inc.
/s/ James T. Dillon
---------------------------
Name:  James T. Dillon
Title: CEO
Date:  5/7/98

cc:   Barris Evulich, Alan Harper