$45,000,000
                                
                   LOAN AND SECURITY AGREEMENT
                                
                    Dated as of July 14, 1997
                                
                             Between
                                
                           TRISM, INC.
               TRISM SECURED TRANSPORTATION, INC.
                   TRI-STATE MOTOR TRANSIT CO.
               AERO BODY AND TRUCK EQUIPMENT, INC.
             TRI-STATE TRANSPORTATION SERVICES, INC.
 DIABLO SYSTEMS INCORPORATED, d/b/a DIABLO TRANSPORTATION, INC.
                      EMERALD LEASING, INC.
                  McGIL SPECIAL SERVICES, INC.
        TRISM EASTERN, INC., d/b/a C. I. WHITTEN TRANSFER
                     TRISM HEAVY HAUL, INC.
                TRISM SPECIALIZED CARRIERS, INC.
                  TRISM SPECIAL SERVICES, INC.
             E. L. POWELL & SONS TRUCKING CO., INC.
                      TRISM TRANSPORT, INC.
                 TRISM TRANSPORT SERVICES, INC.
                               AND
                      TRISM LOGISTICS, INC.
                                
                  (collectively, the Borrowers)
                                
                               and
                                
                THE FINANCIAL INSTITUTIONS PARTY
                    HERETO FROM TIME TO TIME
                                
                   (collectively, the Lenders)
                                
                               and
                                
               THE CIT GROUP/BUSINESS CREDIT, INC.
                           (the Agent)
<PAGE>                                

                       TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS                                          1
  SECTION 1.1    Definitions                                   1
  SECTION 1.2    Other Referential Provisions                 25
  SECTION 1.3    Exhibits and Schedules                       26

ARTICLE 2 REVOLVING CREDIT LOANS                              27
  SECTION 2.1    Revolving Credit Loans                       27
  SECTION 2.2    Manner of Borrowing Revolving Credit Loans   27
  SECTION 2.3    Repayment of Revolving Credit Loans          29
  SECTION 2.4    Revolving Credit Note                        29

ARTICLE 3 LETTER OF CREDIT FACILITY                           29
  SECTION 3.1    Issuance                                     29
  SECTION 3.2    Advances Automatic; Participations           30
  SECTION 3.3    Cash Collateral                              30
  SECTION 3.4    Fees and Expenses                            31
  SECTION 3.5    Request for Incurrence of Letter of Credit 
                  Obligations                                 32
  SECTION 3.6    Obligation Absolute                          32
  SECTION 3.7    Indemnification; Nature of Lenders' Duties   33

ARTICLE 4 GENERAL LOAN PROVISIONS                             34
  SECTION 4.1    Interest, Etc                                34
  SECTION 4.2    Fees                                         36
  SECTION 4.3    Manner of Payment                            37
  SECTION 4.4    Loan Accounts: Statements of Account         37
  SECTION 4.5    Termination of Agreement                     38
  SECTION 4.6    Making of Loans                              38
  SECTION 4.7    Settlement Among Lenders                     40
  SECTION 4.8    Increased Costs and Reduced Returns          43

ARTICLE 5 CONDITIONS PRECEDENT                                44
  SECTION 5.1    Conditions Precedent to Revolving Credit
                  Loans                                       44
  SECTION 5.2    All Loans: Letters of Credit                 47

ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF BORROWER          48
<PAGE>

  SECTION 6.1    Representations and Warranties               48
  SECTION 6.2    Survival of Representation and Warranties, 
                  Etc.                                        58

ARTICLE 7 SECURITY INTEREST                                   59
  SECTION 7.1    Security Interest                            59
  SECTION 7.2    Continued Priority of Security Interest      59

ARTICLE 8 COLLATERAL COVENANTS                                61
  SECTION 8.1    Collection of Receivables                    61
  SECTION 8.2    Verification and Notification                63
  SECTION 8.3    Disputes, Returns and Adjustments            63
  SECTION 8.4    Invoices                                     64
  SECTION 8.5    Delivery of Instruments                      64
  SECTION 8.6    Ownership and Defense of Title               64
  SECTION 8.7    Insurance                                    65
  SECTION 8.8    Location of Offices and Collateral           66
  SECTION 8.9    Records Relating to Collateral               67
  SECTION 8.10   Inspection                                   67
  SECTION 8.11   Information and Reports                      67
  SECTION 8.12   Assignment of Claims Act                     68
  SECTION 8.13   Covenants Regarding Material Intellectual
                  Property Collateral                         68

     ARTICLE 9 AFFIRMATIVE COVENANTS                          69
  SECTION 9.1    Preservation of Corporate Existence and
                  Similar Matters                             69
  SECTION 9.2    Compliance with Applicable Law               69
  SECTION 9.3    Maintenance of Property                      70
  SECTION 9.4    Conduct of Business                          70
  SECTION 9.5    Insurance                                    70
  SECTION 9.6    Payment of Taxes and Claims                  70
  SECTION 9.7    Accounting Methods and Financial Records     70
  SECTION 9.8    Use of Proceeds                              70
  SECTION 9.9    Hazardous Waste and Substances:
                  Environmental Requirements                  71
  SECTION 9.10   Landlords' Agreements, Mortgagee Agreements 
                  and Bailee Letters                          72
  SECTION 9.11   Further Assurances                           72
     
     ARTICLE 10 INFORMATION                                   72
  SECTION 10.1   Financial Statements                         72
<PAGE>

  SECTION 10.2   Accountants' Certificate                     73
  SECTION 10.3   Officer's Certificate                        74
  SECTION 10.4   Copies of Other Reports                      74
  SECTION 10.5   Notice of Litigation and Other Matters       75
  SECTION 10.6   ERISA                                        75
  SECTION 10.7   Accuracy of Information                      76
  SECTION 10.8   Revisions or Updates to Schedules            76

     ARTICLE 11 NEGATIVE COVENANTS                            76
  SECTION 11.1   Financial Ratios                             76
  SECTION 11.2   Indebtedness for Money Borrowed              77
  SECTION 11.3   Guaranties                                   77
  SECTION 11.4   Investments                                  77
  SECTION 11.5   Unfunded Capital Expenditures                77
  SECTION 11.6   Restricted Dividend Payments and
                  Purchases, Etc.                             77
  SECTION 11.7   Merger, Consolidation and Sale of Assets     78
  SECTION 11.8   Transactions with Affiliates                 78
  SECTION 11.9   Liens                                        78
  SECTION 11.10  Operating Leases                             78
  SECTION 11.11  Plans                                        78
  SECTION 11.12  Sales and Leasebacks                         78
  SECTION 11.13  Capital Structure and Business               78
  SECTION 11.14  No Impairment of Intercompany Transfers      79
  SECTION 11.15  No Speculative Transactions                  79

     ARTICLE 12 DEFAULT                                       79
  SECTION 12.1   Events of Default                            79
  SECTION 12.2   Remedies                                     82
  SECTION 12.3   Application of Proceeds                      84
  SECTION 12.4   Miscellaneous Provision Concerning Remedies  85
  SECTION 12.5   Trademark License                            85

ARTICLE 13 ASSIGNMENTS                                        86
  SECTION 13.1   Successors and Assigns; Participations       86
  SECTION 13.2   Representation of Lenders                    89

ARTICLE 14 AGENT                                              89
  SECTION 14.1   Appointment of Agent                         89
  SECTION 14.2   Delegation of Duties                         90
  SECTION 14.3   Exculpatory Provisions                       90
  SECTION 14.4   Reliance by Agent                            90
<PAGE>

  SECTION 14.5   Notice of Default                            91
  SECTION 14.6   NonReliance on Agent and Other Lenders       91
  SECTION 14.7   Indemnification                              91
  SECTION 14.8   Agent in Its Individual Capacity             92
  SECTION 14.9   Successor Agent                              92
  SECTION 14.10  Notices from Agent to Lenders                92
  SECTION 14.11  Direction from Lenders                       93

ARTICLE 15 MISCELLANEOUS                                      93
  SECTION 15.1   Notices                                      93
  SECTION 15.2   Expenses                                     94
  SECTION 15.3   Stamp and Other Taxes                        95
  SECTION 15.4   Setoff                                       95
  SECTION 15.5   Litigation                                   97
  SECTION 15.6   Reversal of Payments                         97
  SECTION 15.7   Injunctive Relief                            98
  SECTION 15.8   Accounting Matters                           98
  SECTION 15.9   Amendments                                   98
  SECTION 15.10  Assignment                                   99
  SECTION 15.11  Performance of Borrowers' Duties             99
  SECTION 15.12  Indemnification                              99
  SECTION 15.13  All Powers Coupled with Interest            100
  SECTION 15.14  Survival                                    100
  SECTION 15.15  Severability of Provisions                  100
  SECTION 15.16  Governing Law                               100
  SECTION 15.17  Counterparts                                100
  SECTION 15.18  Reproduction of Documents                   101
  SECTION 15.19  Term of Agreement                           101
<PAGE>

                            EXHIBITS

EXHIBIT A FORM OF REVOLVING CREDIT NOTE
EXHIBIT B FORM OF NOTICE OF PROPOSED ADVANCE
EXHIBIT C FORM OF BORROWING BASE CERTIFICATE
EXHIBIT D FORM OF OPINION OF COUNSEL FOR BORROWER
EXHIBIT E FORM OF SETTLEMENT REPORT
EXHIBIT F FORM OF STOCK PLEDGE AGREEMENT
EXHIBIT G FORM OF TRADEMARK SECURITY AGREEMENT
EXHIBIT H FORM OF POWER OF ATTORNEY
EXHIBIT I FORM OF GUARANTY
EXHIBIT J FORM OF ASSIGNMENT AND TRANSFER AGREEMENT
EXHIBIT K FORM OF OFFICER'S CERTIFICATE
EXHIBIT L FORM OF SECRETARY'S CERTIFICATE
EXHIBIT M FORM OF RELEASE AND REASSIGNMENT OF TRADEMARKS

                           SCHEDULES
SCHEDULE 1.1:     Subsidiaries for Which Consolidating Balance Sheets are 
                   Prepared
SCHEDULE 2.2:     Authorized Officers
SCHEDULE 6.1(a):  Jurisdictions in Which Qualified as a Foreign Corporation 
                   and Borrowers' FEIN
SCHEDULE 6.1(b):  List of Subsidiaries and Stock Ownership
SCHEDULE 6.1(e):  Business Description
SCHEDULE 6.1(f):  Government Approvals
SCHEDULE 6.1(g):  Liens on Real Property
SCHEDULE 6.1(h):  Liens on Other Assets
SCHEDULE 6.1(i):  Indebtedness and Guaranties
SCHEDULE 6.1(j):  Litigation
SCHEDULE 6.1(k):  Tax Returns
SCHEDULE 6.1(o):  Benefit Plans
SCHEDULE 6.1(s):  Collateral Locations and Location of Chief Executive Office
SCHEDULE 6.1(t):  Owned Real Estate
SCHEDULE 6.1(u):  Corporate and Fictitious Names
SCHEDULE 6.1(x):  Collective Bargaining Agreements
SCHEDULE 6.1(y):  Intellectual Property
SCHEDULE 6.1(z):  Trade Names
SCHEDULE 6.1(bb): Insurance Policies
SCHEDULE 6.1(cc): Financial Institutions and Bank Accounts
SCHEDULE 6.1(dd): Government Contracts
SCHEDULE 6.1(ff): Material Agreements
SCHEDULE 9.1:     Borrowers/Guarantors to be Merged or Dissolved
SCHEDULE 9.8:     Use of Proceeds
SCHEDULE 11.8:    Loans to Affiliates
SCHEDULE 11.12:   Sale-Leaseback
SCHEDULE 11.13:   Capital Structure of Borrowers
<PAGE>
                  LOAN AND SECURITY AGREEMENT

                   Dated as of July 14, 1997

          TRISM, INC., a Delaware corporation ("Trism"), TRISM SECURED 
TRANSPORTATION, INC., a Delaware corporation ("Trism Secured") TRI-STATE  
MOTOR TRANSIT CO., a Delaware corporation ("TSMT"), AERO BODY AND TRUCK 
EQUIPMENT, INC., a Delaware corporation ("Aero  Body"), TRI-STATE 
TRANSPORTATION SERVICES, INC., a Missouri corporation ("Tri-State"), DIABLO 
SYSTEMS INCORPORATED D/B/A/ DIABLO TRANSPORTATION, INC., a California c
orporation ("Diablo"), EMERALD LEASING, INC., a Nevada corporation ("ELI"), 
McGIL SPECIAL SERVICES, INC., a Delaware corporation ("McGil"), TRISM 
EASTERN, INC. D/B/A C.I. WHITTEN TRANSFER, a Delaware corporation 
("CI Whitten"), TRISM HEAVY HAUL, INC., a Delaware corporation ("Heavy  
Haul"), TRISM SPECIALIZED CARRIERS, INC., a Georgia corporation (
"Specialized"),  TRISM SPECIAL SERVICES, INC., a Georgia corporation 
("Special Services"), E.L. POWELL & SONS TRUCKING CO., INC., an Oklahoma 
corporation ("EL  Powell"), TRISM TRANSPORT, INC., a Delaware corporation 
("Transport"), TRISM TRANSPORT SERVICES, INC., a Utah corporation 
("Transport Services"), TRISM LOGISTICS, INC., a New Jersey corporation
("Logistics") (each of Trism, Trism Secured, TSMT, Aero Body, Tri-State,  
Diablo, ELI, McGil, CI Whitten, Heavy Haul, Specialized, Special Services, 
EL Powell, Transport, Transport Services and Logistics is herein referred 
to individually as a "Borrower" and are collectively referred to herein as 
the "Borrowers"), all with a principal place of business at 4174 Jiles Road, 
Kennesaw, Georgia 30144, the financial institutions party to this Agreement
from time to time (collectively, the "Lenders") and THE CIT GROUP/BUSINESS 
CREDIT, INC., a New York corporation (the "Agent") agree as follows:

RECITALS: The Borrowers have requested that Lenders make a revolving credit 
facility available to the Borrowers in an aggregate amount up to $45,000,000.
The Borrowers' business is a mutual and collective enterprise, and the 
Borrowers believe that the consolidation of all loans and other 
accommodations under this Agreement will enhance the Borrowers' aggregate 
borrowing powers and facilitate the administration of their relationship
with the Lenders, all to the Borrowers' respective individual mutual 
advantage.


                           ARTICLE 1

                          DEFINITIONS

          SECTION 1.1    Definitions.  For the purposes of this Agreement:
<PAGE>

     "Account Debtor" means a Person who is obligated on a Receivable.

     "Acquire" or "Acquisition", as applied to any Business Unit or 
Investment, means the acquiring or acquisition of such Business Unit or 
Investment by purchase, exchange, issuance of stock or other securities, 
or by merger, reorganization or any other method.

     "Adjusted Net Worth" means on any relevant date an amount equal to 
the Net Worth plus the principal amount of the Subordinated Indebtedness 
then outstanding.

     "Advance" means amounts advanced by the Lenders to a Borrower pursuant 
to Section 2 hereof.

     "Affiliate" means, with respect to a Person, (a) any partner, officer, 
shareholder (if holding more than 10% of the outstanding shares of capital 
stock of such Person), director, employee or managing agent of such Person 
or such Person's Affiliates, (b) any other Person (other than a Subsidiary)  
that, (i) directly or indirectly through one or more intermediaries, 
controls, or is controlled by, or is under common control with, such given 
Person, (ii) directly or indirectly beneficially owns or holds 10% or more 
of any class of voting stock or partnership or other voting interest of 
such Person or any Subsidiary of such Person, or (iii) 10% or more of the 
voting stock or partnership or other voting interest of which is directly 
or indirectly beneficially owned or held by such Person or a Subsidiary of 
such Person.  The term "control" means the possession, directly or 
indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through ownership of voting  
securities or partnership or other voting interest, by contract or otherwise.

     "Agency Account" means an account of a Borrower maintained by it with 
a Clearing Bank pursuant to an Agency Account Agreement.

     "Agency  Account Agreement" means an agreement among a Borrower, the 
Agent and a Clearing Bank, in form and substance satisfactory to the Agent, 
concerning the collection, treatment and remission of payments or other 
deposits which represent the proceeds of Receivables or of any other 
Collateral.

     "Agent" means The CIT Group/Business Credit, Inc., a New York 
corporation, and any successor agent appointed pursuant to Section 14.9 
hereof.
<PAGE>

     "Agent's Office" means the office of the Agent specified in or 
determined in accordance with the provisions of Section 15.1(c) hereof.

     "Agreement" means and includes this Loan and Security Agreement, 
including all Schedules, Exhibits and other attachments hereto, and all 
amendments, modifications and supplements hereto and thereto.

     "Agreement Date" means the date as of which this Agreement is dated.

     "Anniversary Date" shall mean the Initial Anniversary Date and the 
same date in every year thereafter.

     "Applicable Law" means all applicable provisions of constitutions, 
statutes, rules, regulations and orders of all governmental bodies and of 
all orders and decrees of all courts and arbitrators, including, without 
limitation, Environmental Laws.

     "Asset Disposition" means the disposition of any  asset of any 
Borrower or any of its Subsidiaries.

     "Assignment and Transfer" means an assignment and transfer in the 
form attached hereto as Exhibit J assigning all or a portion of a Lender's 
interests, rights and obligations under this Agreement pursuant to 
Section 13.1.

     "Audited Financial Statements" shall have the meaning assigned to such 
term in Section 10.1(a) hereof.

     "Availability Shortfall" shall mean a condition which occurs, at any 
time and from time to time, when the Borrowers' Borrowing Base Availability 
has remained below $8,000,000 for a period of ten (10) consecutive Business 
Days during the term hereof.

     "Benefit Plan" means an "employee pension benefit plan" as defined in 
Section 3(2) of ERISA (other than a Multiemployer Plan) in respect of which 
the Borrower or any Related Company is, or with respect to defined benefit 
plans (as defined under ERISA) within the immediately preceding six years 
was, an "employer" as defined in Section 3(5) of ERISA, including such plans 
as may be established after the Agreement Date.

     "Billed  Eligible Receivables" shall mean the aggregate amount of 
Eligible Receivables for which the services related thereto have been 
performed by an Operating Company and an invoice has been rendered to the 
customer.
<PAGE>

     "Borrower" and/or "Borrowers" shall have the meanings ascribed to 
such terms in the preamble of this Agreement.

     "Borrowing Base" means at any time an amount equal to the lesser of:

          (a)  the Revolving Credit Facility minus the sum of

               (i)  the Letter of Credit Reserve, plus

               (ii) such other reserves as the Agent may establish from 
        time to time in the exercise of its reasonable credit judgment, or

          (b)  an amount equal to
               (i) the sum of (A) 85% of the face value of Billed Eligible
          Receivables due and owing at such time, plus (B) 80% of the face 
          value of Unbilled Eligible Receivables due and owing at such time 
          up to the lesser of  (1) $7,500,000 or (2) (x) during the first 
          year of this Agreement, one-third (1/3) of the amount calculated
          in clause (b)(i)(A) hereof, and (y) for each year of this 
          Agreement thereafter, one-fourth (1/4) of the amount calculated 
          in clause (b)(i)(A) hereof, minus

               (ii) the sum of

                    (A)  the Letter of Credit Reserve, plus

                    (B)   such  other reserves as the  Agent may establish
               from time to time in the exercise of its reasonable credit
               judgment.

     "Borrowing Base Availability" means at any time (a) the Borrowing Base 
at  such time minus (b) the aggregate  principal amount of Revolving Credit 
Loans outstanding at such time.

     "Borrowing Base Certificate" means a certificate in the form attached 
hereto as Exhibit C.

     "Business Day" means any day other than a Saturday, Sunday or other 
day on which either the office of Chase Manhattan Bank, N.A., in New York, 
New York or the Agent's  office  in Atlanta, Georgia is authorized to close.

     "Business Unit" means the assets constituting the business or a 
division or operating unit thereof of any Person.

     "Capital Expenditures" means, with respect to any Person, all 
expenditures made and liabilities incurred for the acquisition of assets 
(other than assets which constitute a Business Unit) which are not, in 
accordance with GAAP, treated as expense items for such Person in the year 
made or incurred or as a prepaid expense applicable to a future year 
or years.
<PAGE>

     "Capitalized Lease" means a lease that is required to be capitalized 
for financial reporting purposes in accordance with GAAP.

     "Capitalized Lease Obligation" means Indebtedness represented by 
obligations under a Capitalized Lease, and the amount of such Indebtedness 
shall be the capitalized amount of such obligations determined in 
accordance with GAAP.

     "Cash  Collateral" means collateral consisting of cash or Cash 
Equivalents on which the Agent, for the benefit of itself as Agent and the 
Lenders, has a first priority Lien.

          "Cash Equivalents" means

          (a) marketable direct obligations issued or unconditionally
     guaranteed by the United States Government or issued by any agency
     thereof and backed by the full faith and credit of the United States,
     in each case maturing within one year from the date of acquisition 
     thereof;

          (b) commercial paper maturing no more than one year from the date
     issued and, at the time of acquisition thereof, having a rating of at
     least A-1 from Standard & Poor's Corporation or at least P-1 from 
     Moody's Investors Service, Inc.;

          (c) certificates of deposit or bankers' acceptances issued in 
     Dollar denominations and maturing within one year from the date of
     issuance thereof issued by any commercial bank organized under the 
     laws of the United States of America or any state thereof or the 
     District of Columbia having combined capital and surplus of not less 
     than $100,000,000.00 and, unless issued by the Agent or a Lender,
     not subject to set-off or offset rights in favor of such bank arising 
     from any banking relationship with such bank; and

          (d) repurchase agreements in form and substance and for amounts
     satisfactory to the Agent.

     "Charges" means all Federal, state, county, city, municipal, local, 
foreign or other governmental taxes (including, without limitation, taxes 
owed to PBGC at the time due and payable), levies, assessments, charges, 
liens, claims or encumbrances upon or relating to (i) the Collateral,  
(ii) the Secured Obligations, (iii) the employees, payroll, income or
gross receipts of Borrowers, (iv) the ownership or use of any assets by any  
Borrower, or (v) any other aspect of Borrowers' business.
<PAGE>

     "Chase Manhattan Bank Rate" shall mean the rate of interest per 
annum announced by Chase Manhattan Bank, N.A. from time to time as its 
prime rate in effect at its principal office in the City of New York.  Such 
rate is not intended to be the lowest rate of interest charged by Chase 
Manhattan Bank, N.A. to its borrowers.

     "Clearing Bank" means any banking institution including, without 
limitation, Mercantile Bank, with which an Agency Account has been 
established pursuant to an Agency Account Agreement.

     "Closing Fee" shall have the meaning assigned to such term in 
Section 4.2(a).

     "Code" means the Internal Revenue Code of 1986, as amended from 
time to time.

     "Collateral" means and includes all of each and every Borrower's and 
each and every Guarantor's right, title and interest in and to each of the 
following, wherever located and whether now or hereafter existing or now 
owned or hereafter acquired or arising:

          (a)  all Receivables,

          (b)  all Contract Rights,

          (c)  all General Intangibles,

          (d)  the Stock,

          (e)  all goods and other property (other than truck tractors,
     trailers, computer and communications equipment including satellite  
     tracking equipment), whether or not delivered,

               (i) the sale or lease of which gives or purports to give 
          rise to any Receivable, including, but not limited to, all
          merchandise returned or rejected by or repossessed from
          customers, or

               (ii) securing any Receivable,

     including, without limitation, all rights as an unpaid vendor or 
     lienor (including, without limitation, stoppage in transit,  replevin  
     and reclamation) with respect to such goods and other property,

          (f) all mortgages, deeds to secure debt and deeds of trust on 
     real or personal property, guaranties, leases, security agreements, 
     and other agreements and property which secure or relate to any 
     Receivable or other Collateral, or are acquired for the purpose of 
     securing and enforcing any item thereof,
<PAGE>

          (g) all documents of title, policies and certificates of 
     insurance, securities, chattel paper and other documents and 
     instruments evidencing or pertaining to any and all items of 
     Collateral,

          (h) all files, correspondence, computer programs, tapes, discs 
     and related data processing software which contain information 
     identifying or pertaining to any of the Receivables or any Account 
     Debtor, or showing the amounts thereof or payments thereon or otherwise  
     necessary or helpful in the realization thereon or the collection
     thereof,

          (i) all cash deposited with the Agent or any Lender or any
     Affiliate of the Agent or any Lender or which the Agent, for the
     benefit of the Lenders, or any Lender or such Affiliate is entitled
     to retain or otherwise possess as collateral pursuant to the provisions 
     of this Agreement or any of the Security Documents or any agreement 
     relating to any Letters of Credit, and

          (j) any and all products and proceeds of the foregoing (including),
     but not limited to, any claim to any item referred to in this 
     definition, and any claim against any third party for loss of, damage to 
     or destruction of any or all of, the Collateral or for proceeds payable 
     under, or unearned premiums with respect to, policies of insurance) in
     whatever form, including, but not limited to, cash, negotiable 
     instruments and other instruments for the payment of  money,  chattel  
     paper, security agreements and other documents.

     "Collateral Monitoring Fee" shall have the meaning assigned to such 
term in Section 4.2(c).

          "Collection Account" means the Agent's account at, The Chase 
Manhattan Bank, N.A., New York, New York; ABA No. 021000021; For the 
Account of The CIT Group/Business Credit Account No.144026613; Reference: 
Trism Inc.

     "Commitment" means, as to each Lender, the amount set forth opposite 
such Lender's name on the signature pages hereof, representing such Lender's 
obligation, upon and subject to the terms and conditions of this Agreement 
(including the applicable provisions of Section 13.1), to make Revolving 
Credit Loans and to purchase participations in Letters of Credit or, from 
and after the date hereof, in the Register (as defined in Section 13.1(d)) 
representing such Lender's obligation to make Revolving Credit Loans and to 
purchase participations in Letters of Credit.

     "Commitment Fee" means the fee paid by the Borrowers to the Agent 
pursuant to and in connection with the execution by the Borrowers of the 
Commitment Letter.
<PAGE>

    "Commitment Letter" shall mean the commitment letter dated June 6, 
1997 issued by the Agent to, and accepted by, the Borrowers as the same 
may be amended prior to the Effective Date.

     "Commitment Percentage" means, as to any Lender, the percentage of the 
Total Commitment obtained by dividing such Lender's Commitment by the Total 
Commitment.

     "Consolidated Balance Sheet" shall mean a consolidated balance sheet 
for the Borrowers and the consolidated Subsidiaries of each of the Borrowers,
eliminating all inter-Borrower transactions and prepared in accordance with 
GAAP.

     "Consolidating Balance Sheet" shall mean a Consolidated Balance Sheet 
plus individual balance sheets for each Borrower listed on Schedule 1.1 and 
the consolidated subsidiaries of each such Borrower, showing all eliminations  
of inter-Borrower transactions and prepared in accordance with GAAP and 
including a balance sheet for each such Borrower exclusively.

     "Contaminant" means any waste, pollutant, hazardous substance, toxic  
substance, hazardous waste, special waste, petroleum or petroleum-derived 
substance or waste, or any constituent of any such substance or waste.

     "Contracts" shall mean all "contracts," as such term is defined in the 
Uniform Commercial Code, now owned or hereafter acquired by any Borrower, in 
any event, including all contracts, undertakings, or agreements (other than 
rights evidenced by chattel paper, documents or instruments as such terms 
are defined in  the  Uniform Commercial Code) in or under which any Borrower
may now or hereafter have any right, title or interest, including any 
agreement relating to the terms of payment or the terms of performance of 
any Receivable.

     "Contract Rights" means and includes, as to any Person, all of such 
Person's then owned or existing and future acquired or arising rights under 
contracts not yet earned by performance and not evidenced by an instrument 
or chattel paper, to the extent that the same may lawfully be assigned.

     "Controlled Disbursement Account" means one or more accounts 
maintained by and in the name of the Borrowers with a Disbursing Bank for 
the purposes of disbursing Revolving Credit Loan proceeds and amounts 
deposited thereto.

     "Default" means any of the events specified in Section 12.1 which with 
the passage of time or giving of notice or both would constitute an Event 
of Default.

          "Default Margin" means 2.0% per annum.
<PAGE>

    "Disbursing Bank" means any commercial bank with which a Controlled  
Disbursement Account is maintained after the Effective Date.

    "Dollar" and "$" means freely transferable United States dollars.

     "EBITDA" means, for any period, an amount equal to the Borrowers' 
aggregate consolidated Net Income from recurring operations, excluding 
extraordinary items, plus Interest Expense, depreciation and amortization 
expense, and taxes.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as 
in effect from time to time, and any successor statute.

     "Early Termination Date" shall mean the date on which the Borrowers 
terminate this Agreement or the Revolving Credit Facility, which date is 
prior to the Initial Anniversary Date.

     "Early Termination Fee" shall mean the fee the Agent, on behalf of 
the Lenders, is entitled to charge the Borrowers, in the event any of the 
Borrowers terminates the Revolving Credit Facility or this Agreement on a  
date prior to the Initial Anniversary Date, and shall be an amount equal to  
(a) the Revolving Credit Facility multiplied by (b) (i) one and one-half 
percent (1.50%), if any of the Borrowers terminate this Agreement within the 
first year thereof; (ii) one percent (1%), if any of the Borrowers 
terminate this Agreement within the second year thereof;  and (iii) one-half 
percent (.50%), if any of the Borrowers terminate this Agreement within the 
third year thereof.

     "Effective Date" means the later of (a) the Agreement Date, and (b) 
the first date on which all of the conditions set forth in Article 5 shall 
have been fulfilled.

    "Effective Interest Rate" means each rate of interest per annum on the 
Revolving Credit Loans in effect from time to time pursuant to the 
provisions of Section 4.1.

    "Eligible Assignee" means (i) a commercial bank organized under the 
laws of the United States,  or any State thereof,  having total assets in 
excess of $1,000,000,000.00 or any commercial finance or asset based 
lending affiliate of any such commercial bank; (ii) a savings and loan 
association or savings bank organized under the laws of the United States,  
or any State thereof, having a net worth of at least $250,000,000.00
calculated in accordance with GAAP; and (iii) any Lender listed on the 
signature page of this Agreement; provided in each case that the 
representation contained in Sections 13.1(c)(i) and 13.2 hereof shall be 
applicable with respect to such institution or Lender.
<PAGE>

    "Eligible Receivable" means the unpaid portion of a Receivable payable 
in Dollars to an Operating Company net of any returns, discounts, claims, 
credits, charges or other allowances, offsets, deductions, counterclaims, 
disputes or other defenses and reduced by the aggregate amount of all 
reserves, limits and deductions provided for in this definition which is 
deemed by the Agent in its reasonable credit judgment to be eligible for
inclusion in the calculation of the Borrowing Base.  Unless otherwise  
approved in writing by the Agent, no Receivable  shall be deemed an 
Eligible Receivable unless it meets all of the following requirements: 
(a) such Receivable is owned by an Operating Company and represents a 
complete bona fide transaction which requires no further act under any 
circumstances on the part of such Operating Company to make such Receivable 
payable by the Account Debtor; (b) such Receivable is not unpaid more than 
90 days after the date of the original invoice or past due more than
75 days after its due date; (c) such Receivable does not arise out of any 
transaction with any Subsidiary or Affiliate of an Operating Company; (d) 
such Receivable is not owing by an Account Debtor more than 50% of whose 
then-existing accounts owing to an Operating Company do not meet the 
requirements set forth in clause b above; (e) if the Account Debtor with 
respect thereto is located outside of the United States of America, Canada  
or the United Kingdom (a "Foreign Receivable"), the transportation services 
which gave rise to such Receivable were rendered after receipt by an 
Operating Company from the Account Debtor of an irrevocable letter of 
credit that has been confirmed by a financial institution acceptable to the 
Agent and is in form and substance acceptable to the Agent, payable in the 
full face amount of the face value of the Receivable in Dollars at a place
of payment located within the United States and has been duly delivered to  
the Agent (an "L/C Backed  Foreign  Receivable"); provided that the 
Operating Companies may include in Eligible Receivables, in the aggregate, 
an amount of up to $500,000 of Foreign Receivables which are not L/C Backed 
Foreign Receivables; (f) if such Receivable is subject to the Assignment of 
Claims Act of 1940, as amended from time to time, or any applicable law now
or hereafter existing similar in effect thereto, as determined in the sole 
discretion of the Agent, or to any provision prohibiting its assignment or  
requiring notice of or consent to such assignment that, upon the request of  
the Agent pursuant to Section 8.12 or otherwise, an Operating Company 
promptly complies with the requirements of Section 8.12; (g) the Account 
Debtor with respect to such Receivable is not insolvent or the subject of 
any bankruptcy or insolvency proceedings of any kind or of any other 
proceeding or action, threatened or pending, which might, in the Agent's  
reasonable credit judgment, have a Materially Adverse Effect on such 
Account Debtor; (h) excluding any Receivable owing by any agency or 
department of the federal government, such Receivable is not owing by an  
Account Debtor, who or along with a group of affiliated Account Debtors 
has then-existing accounts owing to an Operating Company which exceed in 
face amount 15% of such Operating Company's total Eligible Receivables; (i) 
if such Receivable is a Billed Receivable, it is evidenced by an invoice or 
other documentation in a form acceptable to the Agent containing only terms 
normally offered by an Operating Company, (j) if such Receivable is an 
Unbilled Receivable, then no more than fifteen (15) days have elapsed from
the earlier of the date on which (i) such Receivable was created or arose, 
(ii) such sale was made or service performed, or (iii) such Receivable could  
have been invoiced by the Operating Company; (k) such Receivable is a valid,  
legally enforceable obligation of the Account Debtor with respect thereto 
and is not subject to any present, or contingent (and no facts (i) exist to
the knowledge of an Operating Company, or (ii) have been disclosed in the 
course of any audit, which are the basis for any future), offset, deduction 
or counterclaim, dispute or other defense on the part of such Account Debtor; 
(l) such Receivable is not evidenced by chattel paper or an instrument of 
<PAGE>

any kind; (m) such Receivable does not arise out of a rebill or advertising
bill; (n) such Receivable is subject to the Security Interest, which is 
perfected as to such Receivable, and is subject to no other Lien whatsoever 
other than a Permitted Lien; and (o) any other requirements deemed necessary  
by the Agent in its reasonable business judgment and which are customary 
either in the commercial finance industry or in the lending practices of 
the Agent or the Lenders.

     "Environmental Laws" means all federal, state, local and foreign laws 
now or hereafter in effect relating to pollution or protection of the 
environment, including laws relating to emissions, discharges,  Releases or  
threatened Releases of pollutants, Contaminants, chemicals, or industrial, 
toxic or hazardous substances or wastes into the environment (including,
without limitation, ambient air, surface water, ground water, or land), or 
otherwise relating to the manufacture, processing, distribution, use, 
treatment, storage, disposal, removal, transport, or handling of pollutants, 
Contaminants, chemicals, or industrial, toxic or hazardous substances or 
wastes, and any and all regulations, notices or demand letters issued,  
entered, promulgated or approved thereunder; such laws and regulations
include but are not limited to the Resource Conservation and Recovery Act, 
42 U.S.C. 6901 et seq., as amended; the Comprehensive Environmental Response, 
Compensation and Liability Act, 42 U.S.C. 6901 et seq., as amended; the 
Toxic Substances Control Act, 15 U.S.C. 2601 et seq., as amended; the Clean  
Air Act, 46 U.S.C. 7401 et seq., as amended; and state and federal lien and 
environmental cleanup programs.

     "Environmental Lien" means a Lien in favor of any governmental entity 
for (a) any liability under Environmental Laws or (b) damages arising from, 
or costs incurred by such governmental entity in response to, a Release or 
threatened Release of Contaminant into the environment.

     "Environmental Liabilities" shall mean, with respect to any Person, all  
liabilities, obligations, responsibilities, response, remedial and removal 
costs, investigation and feasibility study costs, capital costs, operation 
and maintenance costs, losses, damages, punitive damages, property damages,
natural resource damages, consequential damages, treble damages, costs and 
expenses (including all fees, disbursements and expenses of counsel, experts 
and consultants), fines, penalties, sanctions and interest incurred as a 
result of or related to any claim, suit, action, investigation, proceeding 
or demand by any Person, whether based in contract, tort, implied or express
warranty, strict liability, criminal or civil statute or common law, 
including any arising under or related to any Environmental Laws, 
Environmental Permits, or in connection with any Release or threatened  
Release or presence of a Hazardous Material whether on, at, in, under, 
from or about or in the vicinity of any real or personal property.

     "Environmental Permits" shall mean all permits, licenses,  
authorizations, certificates, approvals, registrations or other written 
documents required by any Governmental Authority under any Environmental 
Laws.
<PAGE>

     "Event of Default" means any of the events specified in Section 12.1, 
provided that any requirement for notice or lapse of time or any other 
express condition has occurred or been satisfied.

     "Financial Officer" means the chief financial officer, Treasurer or 
Controller of a Borrower.

     "Financing Statements" means all Uniform Commercial Code financing 
statements required by Agent and executed by a Borrower, in form and 
substance satisfactory to the Agent.

     "Fiscal  Month" shall mean each calendar month during the Fiscal Year.

     "Fiscal Quarter" shall mean each three (3) month period ended March 31, 
June 30, September 30 and December 31 of each year.

     "Fiscal Year" shall mean each twelve (12) month period commencing on 
January 1 of each year and ending on the following December 31.

     "Fixed Charge Coverage Ratio" shall mean, for the relevant period, 
the ratio determined by dividing an amount equal to (a)(i) the sum of (A) 
EBITDA and (B) all amounts paid and accrued  with respect to Operating 
Leases and which were deducted as operating expenses in calculating EBITDA 
less (ii) the sum of (A) all federal, state and local income tax expenses  
paid and accrued and (B) Unfunded Capital Expenditures, by (b) the sum of
(i) scheduled payments of principal with respect to Indebtedness, (ii) all 
Interest Expense, (iii) all amounts paid and accrued with respect to 
Operating Leases and which  were deducted as operating expenses in 
calculating EBITDA and (iv) all payments with respect to Capitalized Leases 
less the portions, if any, of Residual Value Payments relating thereto which 
were satisfied by means other than payment in cash or by check or wire 
transfer.

     "GAAP" means generally accepted accounting principles consistently  
applied and maintained throughout the period indicated and consistent 
with the prior financial practice of the Person referred to.

     "General Intangibles" means, as to any Person, all of such Person's 
then owned or existing and future acquired or arising general intangibles, 
choses in action and causes of action and all other intangible personal 
property of such Person of every kind and nature (other than Receivables), 
including, without limitation, Intellectual Property, corporate or other 
business records, inventions, designs, blueprints, plans, specifications, 
trade secrets, goodwill, computer software, customer lists, licenses, 
franchises, tax refund claims, reversions or any rights thereto and any 
other amounts payable to such  Person from any Benefit Plan, Multiemployer 
Plan or other employee benefit plan, rights and claims against carriers and
shippers, rights to indemnification, business interruption insurance 
proceeds thereof, property, casualty or any similar type of insurance and 
any proceeds thereof, any letter of credit, guarantee, claims, security 
interest or other security held by or granted to such Person to secure 
payment by an Account Debtor of any of the Receivables.
<PAGE>

     "Governmental Approvals" means all authorizations, consents, approvals, 
licenses and exemptions of, registrations and filings with, and reports to, 
all governmental bodies, whether federal, state, local or foreign national 
or provincial and all agencies thereof.

     "Governmental Authority" shall mean any nation or government, any state 
or other political subdivision thereof, and any agency, department or other 
entity exercising executive, legislative, judicial, regulatory or 
administrative functions of or pertaining to government.

     "Guarantor" shall mean each of TRISM Maintenance Services, Inc., EFB, 
Inc., Transportation Recovery Systems, Inc., TRISM Equipment, Inc. and 
TRISM Benefits, Inc., and "Guarantors" shall collectively refer to all 
of the above-listed entities.

     "Guaranty Agreement" means the Guaranty dated as of the Effective Date, 
executed by the Guarantors in favor of the Agent, for the benefit of the 
Lenders, as amended, modified or supplemented from time to time.

     "Guaranty," "Guaranteed" or to "Guarantee" as applied to any 
obligation of another Person shall mean and include

     (a)  a guaranty (other than by endorsement of negotiable instruments  
for collection in the ordinary course of business), directly or indirectly, 
in any manner, of any part or all of such obligation of such other Person, 
and

     (b)  an agreement direct or indirect, contingent or otherwise, and 
whether or not constituting a guaranty, the practical effect of which is 
to assure the payment or performance (or payment of damages in the event of 
nonperformance) of any part or all of such obligation of such other Person 
whether by (i) the purchase of securities or obligations, (ii) the purchase,
sale or lease (as lessee or lessor) of property or the purchase or sale of 
services primarily for the purpose of enabling the obligor with respect to 
such obligation to make any payment or performance (or payment of damages in   
the event of nonperformance) of or on account of any part or all of such
obligation or to assure the owner of such obligation against loss, (iii) 
the supplying of funds to, or in any other manner investing in, the 
obligor with respect to such obligation,  (iv) repayment of amounts drawn 
down by beneficiaries of letters of credit, or (v) the supplying of funds 
to or investing in a Person on account of all or any part of such Person's 
obligation under a guaranty of any obligation or indemnifying or holding  
harmless, in any way, such Person against any part or all of such obligations.
<PAGE>

     "Indebtedness" of any Person means, without duplication, (a) 
Liabilities, (b) all obligations for money borrowed or for the deferred 
purchase price of property or services or in respect of Reimbursement 
Obligations under letters of credit, (c) all obligations represented by 
bonds, debentures, notes and accepted drafts that represent extensions of  
credit, (d) Capitalized Lease Obligations, (e) all obligations (including,  
during the noncancelable term of any lease in the nature of a title 
retention agreement, all future payment obligations under such lease 
discounted to their present value in accordance with GAAP) secured by any 
Lien to which any property or asset owned or held by such Person is subject, 
whether or not the  obligation secured thereby shall have been assumed by  
such Person, (f) all obligations of other Persons which such Person has 
Guaranteed, including, but not limited to, all obligations of such Person 
consisting of recourse liability with respect to accounts receivable sold 
or otherwise disposed of by such Person, and (g) in the case of the 
Borrower (without duplication) the Loans.

     "Initial Anniversary Date" shall mean the third anniversary of the 
Effective Date.

     "Intellectual Property" means, as to any Person, all of such Person's 
then owned existing and future acquired or arising patents, patent rights, 
copyrights, works which are the subject of copyrights, trademarks, service 
marks, trade names, trade styles, patent, trademark and service mark 
applications, and all licenses and rights related to any of the foregoing 
and all other rights under any of the foregoing, all extensions, renewals
reissues, divisions, continuations and continuations-in-part of any of the 
foregoing and all rights to sue for past, present and
future infringements of any of the foregoing.

     "Interest Expense" means the interest on Indebtedness during the period 
for which computation is being made, excluding (a) the amortization of fees 
and costs incurred with respect to the closing of loans which have been 
capitalized as transaction costs, and (b) interest paid in kind.

     "Interest  Payment Date" means the first (1st) day of each calendar 
month commencing on August 1, 1997 and continuing thereafter until the 
Secured Obligations have been irrevocably paid in full.

     "Investment" means, with respect to any Person: (a) the direct or 
indirect purchase or acquisition of any beneficial interest in, any share 
of capital stock of, evidence of Indebtedness of or other security issued 
by any other Person, (b) any loan, advance or extension of credit to, or 
contribution to the capital of, any other Person, excluding advances to 
employees in the ordinary course of business for business expenses, (c) any
Guaranty of the obligations of any other Person, or (d) any commitment or 
option to take any of the actions described in clauses (a), (b) or (c) above.

     "IRS" means the Internal Revenue Service.

     "Issuing Bank" means any banking institution which is an issuer of a 
Letter of Credit and its successors and assigns hereunder.
<PAGE>

     "Lender" means at any time any financial institution party to this 
agreement at such time, including any such Person becoming a party hereto 
pursuant to the provisions of Article 13, and its successors and assigns, 
and "Lenders" means at any time all of the financial institutions party to 
this Agreement at such time, including any such Persons becoming parties 
hereto pursuant to the provisions of Article 13, and their successors and
assigns.

     "Letter of Credit" means any Letter of Credit issued by an Issuing 
Bank for the account of a Borrower pursuant to Article 3.

     "Letter  of Credit Amount" means, with respect to any Letter of Credit, 
the aggregate maximum amount at any time available for drawing under such 
Letter of Credit.

     "Letter of Credit Facility" means the amount of $15,000,000.

     "Letter of Credit Obligations" means, at any time, the sum of (a) the 
aggregate Reimbursement Obligations of the Borrowers at such time, plus (b) 
the aggregate Letter of Credit Amount of Letters of Credit outstanding at 
such time, plus (c) the aggregate Letter of Credit Amount of Letters of 
Credit the issuance of which has been authorized by the Agent and the 
Issuing Lender pursuant to Section 3.1 but that have not yet been issued, 
in each case as determined by the Agent.

    "Letter of Credit Reserve" means, at any time, the aggregate Letter of 
Credit Obligations at such time, excluding Letter of Credit Obligations that 
are fully secured by Cash Collateral; provided that upon satisfaction of the 
Mortgaged Real Estate Conditions, the amount of the Letter of Credit Reserves
for purposes of the calculation of the Borrowing Base shall be equal to (x) 
the aggregate value of all Letter of Credit Obligations outstanding, at such 
time, excluding Letter of Credit Obligations that are fully secured by Cash 
Collateral less an amount (not less than $0) equal to (y) the lesser of (i)
an amount up to 75% (as determined in the Agent's commercially reasonable 
discretion) of the fair market value of the Mortgaged Real Estate as set 
forth in the appraisal to be delivered pursuant to the terms of the 
Mortgaged Real Estate Conditions or (ii) $6,000,000 (the amount in clause 
(y) hereof, referred to herein as the "Mortgaged Real Estate L/C Reserve");  
provided further that, commencing September 30, 1997 and on March  31 and
September 30 of each year thereafter during the term hereof (each an 
"Amortization  Date") the Mortgaged Real Estate  L/C Reserve shall be 
reduced by the amount of $300,000 on each such Amortization Date.

     "Leverage Ratio" means for any fiscal period, the ratio determined by 
dividing (i) the Total Liabilities by (ii) the Net Worth.

     "Liabilities" means, as at the end of any fiscal period, all 
liabilities determined in accordance with GAAP and included on a balance 
sheet.
<PAGE>

     "LIBOR" shall mean at any time of determination, and subject to 
availability, for each interest period the higher of the applicable London 
Interbank Offered rate paid in London on dollar deposits from other banks 
as (x) quoted by Chase Manhattan Bank, N.A., (y) published under "Money 
Rates" in the New York City edition of the Wall Street Journal or, if there 
is no such publication or statement therein as to LIBOR, then in any
publication used in the New York City financial community or (z) determined  
by the Agent based upon information presented on Telerate Systems at Page 
3750 as of 11:00 a.m. (London Time).

     "LIBOR Loan" shall mean those Revolving Credit Loans for which the 
Borrowers have elected to use LIBOR for interest rate computations.

     "LIBOR Option" shall have the meaning assigned to such term in 
Section 4.1(a)(i).

     "LIBOR Period" shall have the meaning assigned to such term in 
Section 4.1(a)(i) hereof.

     "Lien" as applied to the property of any Person means: (a) any 
mortgage, deed to secure debt, deed of trust, lien, pledge, charge, lease  
constituting a Capitalized Lease Obligation, conditional sale or other 
title retention agreement, or other security interest, security title or 
encumbrance of any kind in respect of any property of such Person or upon 
the income and profits therefrom, (b) any arrangement, express or implied,
under which any property of such Person is transferred, sequestered or 
otherwise identified for the purpose of subjecting the same to the payment 
of Indebtedness or performance of any other obligation in priority to the 
payment of the general, unsecured creditors of such Person, and (c) the 
filing of, or any agreement to give, any financing statement under the UCC  
or its equivalent in any jurisdiction.

     "Loan" means any Revolving Credit Loan, as well as all such loans 
collectively, as the context requires.

     "Loan Account" and "Loan Accounts" shall have the meanings ascribed 
thereto in SECTION 4.4.

     "Loan Documents" means collectively this Agreement, the Notes, the 
Security Documents, the Guaranty Agreement, the Pledge Agreement, and each  
other instrument, agreement or document executed by the Borrowers, the 
Guarantors or any Affiliate or Subsidiary of the Borrowers or the Guarantors 
in connection with this Agreement whether prior to, on or after the Effective  
Date and each other instrument, agreement or document referred to herein or  
contemplated hereby, all in form and substance acceptable to the Agent.

     "Lockbox" means each U. S. Post Office Box specified in a Lockbox 
Agreement.

     "Lockbox Agreement" means each agreement between a Borrower and a 
Clearing Bank concerning the establishment of a Lockbox for the 
collection of Receivables.
<PAGE>

     "Margin Stock" means margin stock as defined in Section 221.1(h) of 
Regulation U, as the same may be amended or supplemented from time to time.

     "Material Intellectual Property" shall mean any Intellectual Property 
which is in any manner related to a product or service (or a related group 
of products or services) of a Borrower which generates gross revenue to 
such Borrower at an annual rate of at least $1,000,000.

      "Materially Adverse Effect" means, with respect to any Person,  a 
materially adverse effect upon such Person's business, assets, liabilities, 
condition (financial or otherwise), results of operations or business 
prospects, and in addition (i) with respect to a Borrower, includes a 
materially adverse effect upon such Borrower's ability to perform its 
obligations hereunder or under any other Loan Document to which it is a 
party or upon the enforceability of such obligations against such Borrower 
and (ii) with respect to a Guarantor, includes a materially adverse effect
upon such Guarantor's ability to perform its obligations under the Guaranty 
Agreement, or under any other Loan Document to which it is a party or upon 
the enforceability of such obligations against such Guarantor.

     "Measurement Period" means, upon and after an Availability Shortfall 
during the term hereof the Fiscal Quarter which immediately precedes the 
month in which the Availability Shortfall occurs and each Fiscal Quarter 
thereafter.

     "Minimum Commitment" shall have the meaning ascribed to such term in 
Section 13.1(b) hereof.

     "Money Borrowed" means, as applied to Indebtedness, (a) Indebtedness 
for money borrowed, (b) Indebtedness, whether or not in any such case the 
same was for money borrowed, (i) represented by notes payable and drafts 
accepted, that represent extensions of credit, (ii) constituting obligations 
evidenced by bonds, debentures, notes or similar instruments, or (iii) upon  
which interest charges are customarily paid (other than trade Indebtedness)  
or that was issued or assumed as full or partial payment for property, (c)  
Indebtedness that constitutes a Capitalized Lease Obligation, and 
(d) Indebtedness that is such by virtue of clause (f) of the definition 
thereof, but  only to the extent that the obligations Guaranteed are 
obligations that would constitute Indebtedness for Money Borrowed.

     "Mortgaged Real Estate" means all real property and improvements owned 
by Trism and located at 4174 Jiles Road in Kennesaw, Georgia comprising the 
Borrowers' executive officers and principal place of business.

     "Mortgaged Real Estate Conditions" shall have the meaning ascribed to 
such term in Section 7.3 hereof.
<PAGE>

     "Mortgages" means and includes any mortgages, deeds of trust, deeds to 
secure debt, assignments and other instruments executed and delivered or that 
may be executed and delivered by any Borrower to the Agent, for the benefit 
of itself and the Lenders, in connection with satisfaction by the 
Borrowers of the Mortgaged Real Estate Conditions or otherwise.

     "Multiemployer Plan" means a "multiemployer plan" as defined in Section 
4001(a)(3) of ERISA to which a Borrower or a Related Company is required to 
contribute or has contributed within the immediately preceding six years.

     "Net Income" or "Net Loss" means, as applied to any Person, the net 
income (or net loss) of such Person for the period in question after giving 
effect to deduction of or provision for all operating expenses, all taxes 
and reserves (including reserves for deferred taxes and all other proper
deductions), all determined in accordance with  GAAP, provided that there 
shall be excluded: (a) the net income (or net loss) of any Person accrued 
prior to the date it becomes a Subsidiary of, or is merged into or 
consolidated with, the Person whose Net Income is being determined or a 
Subsidiary of such Person, (b) the net income (or net loss) of any Person 
in which the Person whose Net Income is being determined or any Subsidiary 
of such Person has an ownership interest, except, in the case of net income, 
to the extent that any such income has actually been received by such Person 
or such Subsidiary in the form of cash dividends or similar distributions, 
(c) any restoration of any contingency reserve, except to the extent that 
provision for such reserve was made out of income during such period, (d) any  
net gains or losses on the sale or other disposition, not in the ordinary  
course of business, of Investments, Business Units and other capital assets, 
provided that there shall also be excluded any related charges for taxes 
thereon, (e) any net gain arising from the collection of the proceeds of any 
insurance policy, (f) any write-up of any asset, and (g) any other 
extraordinary item.

     "Net  Outstandings" of any Lender means, at any time, the sum of (a) 
all amounts paid by such Lender to the Agent in respect of Revolving Credit 
Loans or otherwise under this Agreement, minus (b) all amounts paid by the 
Agent to such Lender which are received by the Agent and which, pursuant to  
this Agreement, are paid over to such Lender for application in reduction of 
the outstanding principal balance of the Revolving Credit Loans or the 
Letter of Credit Obligations.

     "Net Proceeds" means proceeds received by a Borrower or any of its 
Subsidiaries in cash from any Asset Disposition (including, without 
limitation, payments under notes or other debt securities received in 
connection with any Asset Disposition), net of: (a) the reasonable 
transaction costs of such sale, lease, transfer or other disposition;  
(b) any tax liability  arising solely from such transaction; and (c) amounts
applied to repayment of Indebtedness (other than the Secured Obligations) 
secured by a Permitted Lien on the asset or property disposed.

     "Net Worth" means, as at the end of any fiscal period, the total 
shareholders' equity determined in accordance with GAAP (including 
capital stock, additional paid-in capital and retained earnings, after 
deducting treasury stock) included on a Consolidated Balance Sheet.
<PAGE>

     "Non-Ratable Loan" means a Revolving Credit Loan made by the Settlement 
Lender in accordance with the provisions of Section 4.7(b)(ii).

     "Note" means the Revolving Credit Note and "Notes" means more than 
one such Note.

     "Operating Companies" shall mean Tri-State Motor Transit Co.,  Tri-
State Transportation Services, Inc., Diablo Systems Incorporated d/b/a 
Diablo Transportation, Inc., Trism Eastern, Inc., d/b/a C.I. Whitten 
Transfer, Trism Specialized Carriers, Inc., Trism Special Services, Inc. 
and Trism Logistics, Inc.

     "Operating Lease" shall have the meaning assigned to such term in 
Section 11.10 hereof.

     "Operating Lease Obligations" means, with respect to an Operating 
Lease for any Borrower, as of any date, an amount equal to (a) the monthly  
lease payment for such Operating Lease multiplied times (b) the number of 
months then remaining in the current term of such Operating Lease.

     "PBGC" means the Pension Benefit Guaranty Corporation or any successor 
agency.

     "Permitted Guaranties" means (a) the Guaranty in favor of Agent, 
(b) those described on Schedule 6.1(i), and (c) guarantees of Permitted 
Obligations.

     "Permitted Incremental Obligations" means, for each of the respective 
Fiscal Years of the Borrowers ending on December 31, 1997, 1998 and 1999, 
an amount equal to (a) $60,000,000 less (b) the sum of (i) all payments 
made or scheduled to be made by any Borrower during such Fiscal Year on or  
with respect to Purchase Money Indebtedness, Operating Leases and (without
duplication) Indebtedness for Money Borrowed which, in each case, was 
incurred by a Borrower prior to the commencement of such Fiscal Year, and 
(ii) the aggregate amount of all Unfunded Capital Expenditures by any 
Borrower during such Fiscal Year.

     "Permitted Investments" means (a) direct obligations of the United 
States of America, or any agency, thereof, or obligations guaranteed as to 
principal and interest by the United States of America, or any agency 
thereof; (b) certificates of deposit issued by any bank or trust company 
organized under the laws of the United States of America or any state 
thereof and having capital, surplus and undivided profits of at least 
Five Hundred Million Dollars ($500,000,000); and (c) commercial paper 
rated A-1 or better or P-1 by Standard & Poor's Corporation  or Moody's 
Investors Services, Inc. respectively.
<PAGE>

     "Permitted Liens" means: (a) Liens securing taxes, assessments and 
other governmental charges or levies (excluding any Lien imposed pursuant 
to any of the provisions of ERISA) or the claims of materialmen, mechanics, 
carriers, warehousemen or landlords for labor, materials, supplies or 
rentals incurred in the ordinary course of business, but in all cases, only  
if payment shall not at the time be required to be made in accordance with 
Section 9.6, and (b) Liens consisting of deposits or pledges made in the 
ordinary course of business in connection with, or to secure payment of, 
obligations under workers' compensation, unemployment insurance or similar  
legislation or under surety or performance bonds, in each case arising in 
the ordinary course of business; (c) Liens constituting encumbrances in the  
nature of zoning restrictions, easements and rights or restrictions of 
record on the use of the real estate of a Borrower, which in the reasonable 
credit judgment of the Agent do not materially detract from the value of 
such real estate or impair the use thereof in such business of such Borrower;  
(d) Liens securing Permitted Obligations; (e) Liens of the Agent, for the
benefit of the Lenders, arising under this Agreement and the other Loan 
Documents; and (f) Liens arising out of or resulting from any judgment or 
award, the time for the appeal or petition for rehearing of which shall not 
have expired, or in respect of which a Borrower is fully protected by 
insurance or in respect of which such Borrower shall at any time in good 
faith be prosecuting an appeal or proceeding for a review and in respect
of which a stay of execution pending such appeal or proceeding for review  
shall have been secured, and as to which appropriate reserves have been 
established on the books of such Borrower.

     "Permitted Obligations" means the aggregate amount of outstanding  
Purchase Money Indebtedness, Operating Lease Obligations and Indebtedness 
for Money Borrowed which, and only to the extent, is incurred in accordance 
with the provisions of this Agreement, including without limitation, 
Section 11.2.

     "Permitted Existing Indebtedness" means the Indebtedness set forth on 
Schedule 6.1(i) hereof.
     "Person" means an individual, corporation, partnership, association, 
trust or unincorporated organization, or a government or any agency or 
political subdivision thereof.

     "Plan" means any employee benefit plan as  defined in Section 3(3) of 
ERISA in respect of which the Borrower or any Related Company is, or with 
respect to defined benefit plans (as defined  under ERISA) within the 
immediately preceding six years was, an "employer" as defined in Section 
3(5) of ERISA.

     "Pledge Agreement" means the Stock Pledge Agreement dated as of the 
Effective Date, among Trism, Trism Secured, Heavy Haul, Transport Services, 
TSMT and Specialized and the Agent, for the ratable benefit of the Lenders, 
as amended, modified or supplemented from time to time.

     "Prime Option" shall have the meaning assigned to such term in 
Section 4.1(a)(i).
<PAGE>

     "Purchase Money Indebtedness" means (a) Indebtedness created to finance 
or refinance the payment of all or any part of the lesser of (i) the 
purchase price or (ii) the fair market value, of any tangible asset (other 
than inventory), and secured only by Purchase Money Liens and (b) 
Capitalized Lease Obligations.

     "Purchase Money Lien" means any Lien securing Purchase Money  
Indebtedness, but only if such Lien shall at all times be confined solely  
to the tangible asset (other than inventory) which was financed or 
refinanced through the incurrence of the Purchase Money Indebtedness 
secured by such Lien.

     "Real  Estate" means all of each and every Borrower's now or 
hereafter owned or leased estates in real property, including, without 
limitation, all fees, leaseholds and future interests, together with all of 
each and every Borrower's now or hereafter owned or leased interests in the  
improvements and emblements thereon, the fixtures attached thereto and the
easements appurtenant thereto, including, without limitation the real 
property described on Schedule 6.1(t).

     "Receivables" means and includes, as to any Person, all of such 
Person's then owned or existing and future acquired or arising (a) rights to 
the payment of money or other forms of consideration of any kind (whether 
classified under the Uniform Commercial Code as accounts, contract rights,  
chattel paper, General Intangibles or otherwise) including, but not limited  
to, accounts receivable, letters of credit and the right to receive payment
thereunder, chattel paper, tax refunds, insurance proceeds, Contracts and 
Contract Rights, notes, drafts, instruments, documents, acceptances and all   
other debts, obligations and liabilities in whatever form  from  any  Person
(other than any  of  the  foregoing relating  to  the  sale  of equipment 
unless such equipment relates to or was obtained by the Borrowers in  
connection  with  the  settlement  of  a  customer Receivable)  and 
guaranties, security and Liens securing  payment thereof and (b) cash and 
non-cash  proceeds  of  any  of  the foregoing.

     "Regulation U" means Regulation U of the Board of Governors of the 
Federal Reserve System (or any successor),  as the same may be amended or 
supplemented from time to time.

     "Reimbursement Agreement" means, with respect to a Letter of Credit, 
such form of application therefor and form  of reimbursement agreement 
therefor (whether in a single document or several documents) as the 
Issuing Bank may employ in the ordinary course of business for its own 
account, with such modifications thereto  as may be agreed upon by an 
Issuing Bank and a Borrower, provided that such application and agreement 
and any modifications thereto are not inconsistent with the terms of this
Agreement.

     "Reimbursement Obligations" means the reimbursement or repayment  
obligations of a Borrower to an Issuing Bank pursuant to Article 3 or 
pursuant to a Reimbursement Agreement with respect to amounts that have 
been drawn under Letters of Credit.
<PAGE>

     "Related Company" means, as to any Person, any (a) corporation which 
is a member of the same controlled group of corporations (within the meaning 
of Section 414(b) of the Code) as such Person, (b) partnership or other 
trade or business (whether or not incorporated) under common control (within  
the meaning of Section 414(c) of the Code) with such Person, or (c) member 
of the same affiliated service group (within the meaning of Section 414(m) 
of the Code) as such Person or any corporation described in clause (a) above 
or any partnership, trade or business described in clause (b) above.

     "Release" means release, spill, emission, leaking, pumping, injection,  
deposit, disposal, discharge, dispersal, leaching or migration into the 
indoor or outdoor environment or into or out of any property, including the  
movement  of Contaminants through or in the air, soil, surface water or
groundwater.

     "Remedial  Action" means actions required to (i) clean up, remove, 
treat or in any other way address Contaminants in the indoor or outdoor 
environment; (ii) prevent the Release or threat of Release or minimize the 
further Release of Contaminants so they  do  not migrate or endanger or 
threaten to endanger public health or welfare or the indoor or outdoor 
environment; or (iii) perform pre-remedial studies and investigations and 
post-remedial monitoring and care.

     "Replacement Letters of Credit" shall have the meaning assigned to 
such term in Section 3.3(b) hereof.

     "Required Lenders" means, at any time, any combination of Lenders 
whose Commitment Percentages at such time aggregate in excess of 66_%.

     "Residual Value Payments" means the respective final cash payments 
under Capitalized Leases required to be made to the lessors by the 
Borrowers upon the termination of such Capitalized Leases.

     "Restricted Distribution" by any Person means (a) its retirement, 
redemption, purchase, or other acquisition for  value of any capital stock 
or other equity securities or partnership interests issued by such Person, 
(b) the declaration or payment of any dividend or distribution on or with 
respect to any such securities  or partnership interests, (c) any loan or 
advance by such Person to, or other investment by such Person in, the holder
of any of such securities or partnership interests, and (d) any other  
payment by such Person in respect of such securities or partnership interests.

     "Restricted Payment" means (a) any redemption, repurchase or prepayment 
or other retirement, prior to the stated maturity thereof or prior to the 
due date of any regularly scheduled installment or amortization payment with   
respect thereto, of any Indebtedness of a Person (other than the  Secured
Obligations and trade debt), and (b) the payment by any Person of the  
principal  amount of or interest on any Indebtedness  (other than trade debt)
owing to an Affiliate of such Person.
<PAGE>

      "Revolving Credit Facility" means the amount equal to the lesser of 
(i) the principal amount of $45,000,000, or (ii) the sum of 85% of Eligible 
Accounts Receivables (as that term is defined in the Subordinated Indenture).

     "Revolving Credit Loans" means the aggregate outstanding amount of the 
Loans made to the Borrowers, from time to time, pursuant to Section 2.1.

     "Revolving Credit Note" means each Revolving Credit Note made by the 
Borrowers payable to the order of a Lender evidencing the obligation of the 
Borrowers to pay the aggregate unpaid principal amount of the Revolving 
Credit Loans made to it by such Lender (and any promissory note or notes 
that may be issued from time to time in substitution, renewal, extension,
replacement  or exchange therefor whether payable to such Lender or to a 
different Lender in connection with a Person becoming a Lender after the 
Effective Date or otherwise) substantially in the form of Exhibit A hereto, 
with all blanks properly completed, either as originally executed or as the 
same may from time to time be supplemented, modified, amended, renewed,  
extended or refinanced,

     "Schedule of Receivables" means a schedule delivered by the Borrowers 
to the Agent, from time to time, pursuant to the provisions of Section 8.11 
setting forth a detailed aged trial balance of all the then existing 
Receivables, specifying the name of each Account Debtor and balance due 
from (and any rebate due to) each Account Debtor obligated on a 
Receivable so listed.

      "Secured Obligations" means, in each case whether now in existence or  
hereafter arising, (a) the principal of, and interest and premium, if any,  
on, the Loans, (b) the Reimbursement Obligations and all other obligations 
of any Borrower to the Agent or any Lender arising in connection with
the issuance of Letters of Credit, and (c) all indebtedness, liabilities, 
obligations, covenants and duties of any Borrower to the Agent or to the 
Lenders of every kind, nature and description arising under or in respect 
of this Agreement, the Notes or any of the other Loan Documents, whether 
direct or indirect, absolute or contingent, due or not due, contractual or 
tortious, liquidated or unliquidated, and whether or not evidenced by any
note, and whether or not for the payment of money, including without  
limitation, fees required to be paid pursuant to Article 4 and expenses 
required to be paid or reimbursed pursuant to Section 15.2.

     "Security Documents" means each of the following:

     (a) the Mortgage, relating to the property located at Jiles Road, 
Kennesaw, Georgia,

          (b)  the Financing Statements,
<PAGE>

          (c)  the Guaranty Agreement,

          (d)  the Pledge Agreement,

          (e)  the Trademark Security Agreement, and

          (f)  each other writing executed and delivered by a Borrower 
     or any other Person securing the Secured Obligations.

     "Security Interest" means the valid and perfected first priority Liens 
of the Agent, for the benefit of the Lenders, on and in the Collateral 
effected hereby or by any of the Security Documents or pursuant to the terms 
hereof or thereof.

     "Settlement Date" means each Business Day after the Effective Date 
selected by the Agent in its sole discretion subject to and in accordance 
with the provisions of Section 4.7(b)(i) as of which a Settlement Report is 
delivered by the Agent and on which settlement is to be made among the 
Lenders in accordance with the provisions of Section 4.7.

     "Settlement Lender" means, for the purposes of Section 4.7, the Agent 
in its capacity as a Lender.

     "Settlement Report" means each report, substantially in the form 
attached hereto as Exhibit E, prepared by the Agent and delivered to each 
Lender and setting forth, among other things, as  of  the Settlement Date 
indicated thereon and as of the next preceding Settlement Date, the 
aggregate principal balance of all Revolving  Credit  Loans  outstanding, 
each Lender's Commitment Percentage thereof, each Lender's Net Outstandings 
and all Non-Ratable  Loans made, and all payments of principal, interest and
fees received by the Agent from the Borrower during the period beginning on 
such next preceding Settlement Date and ending on such Settlement Date.

     "Stock" shall mean all of the issued and  outstanding stock of all of 
the direct and indirect Subsidiaries of Trism, which Stock will be pledged 
as Collateral for the Loans.

     "Subordinated Indebtedness" means the Indebtedness evidenced by the 
Subordinated Indenture.

     "Subordinated Indenture" shall mean that certain Indenture, dated as 
of December 15, 1993, between Trism, as Issuer, First Trust National 
Association, as Trustee, and certain of the Borrowers, as Guarantors,  
relating to the sale of $100,000,000 of Trism's 10 3/4% Senior Subordinated 
Notes due 2000, as supplemented or amended from time to time.

          "Subsidiary"
<PAGE>

          (a)   when  used  to  determine the relationship  of  a
     Person  to  another  Person, means  a  Person  of  which  an
     aggregate  of  50%  or more of the stock  of  any  class  or
     classes or 50% or more of other ownership interests is owned
     of record or beneficially by such other Person, or by one or
     more  Subsidiaries of such other Person, or  by  such  other
     Person and one or more Subsidiaries of such Person,

               (i)   if  the  holders  of such  stock,  or  other
          ownership interests, (A) are ordinarily, in the absence
          of  contingencies, entitled to vote for the election of
          a  majority  of  the  directors (or  other  individuals
          performing  similar  functions) of  such  Person,  even
          though  the right so to vote has been suspended by  the
          happening  of such a contingency, or (B) are  entitled,
          as such holders, to vote for the election of a majority
          of  the  directors  (or individuals performing  similar
          functions) of such Person, whether or not the right  so
          to  vote  exists  by  reason  of  the  happening  of  a
          contingency, or

               (ii)   in   the  case  of  such  other   ownership
          interests,  if  such ownership interests  constitute  a
          majority voting interest, and

          (b)   when  used  with respect to a Plan,  ERISA  or  a
     provision of the Code pertaining to employee benefit  plans,
     also  means  any corporation, trade or business (whether  or
     not  incorporated)  which is under  common  control  with  a
     Borrower  and  is  treated as a single  employer  with  such
     Borrower  under Section 414(b) or (c) of the  Code  and  the
     regulations thereunder.

          "Syndication  Fee" shall have the meaning  assigned  to
such term in Section 4.2(b).

          "Termination Date" means the date, which date shall  be
the  Initial  Anniversary Date or an Anniversary  Date  occurring
thereafter  and  shall  occur only upon ninety  (90)  days  prior
written  notice  by the terminating party (any of  the  Agent,  a
Lender or a Borrower) unless a Borrower terminates this Agreement
on  a  date  prior to the Initial Anniversary Date and then  only
upon  payment  of the Early Termination Fee by the Borrowers,  on
which all Secured Obligations shall have been irrevocably paid in
full  and  the Revolving Credit Loans shall have been  terminated
pursuant to the terms hereof.

          "Termination Event" means (a) a "Reportable  Event"  as
defined in Section 4043(b) of ERISA, but excluding any such event
as  to  which  the provision for 30 days' notice to the  PBGC  is
waived  under applicable regulations, (b) the filing of a  notice
of  intent  to  terminate a Benefit Plan or the  treatment  of  a
Benefit  Plan  amendment as a termination under Section  4041  of
ERISA,  or  (c)  the institution of proceedings  to  terminate  a
Benefit  Plan  by  the PBGC under Section 4042 of  ERISA  or  the
appointment of a trustee to administer any Benefit Plan.

          "Total Facilities" means the aggregate of the Revolving
Credit Facility.
<PAGE>

          "Total  Liabilities" means, as at the end of any fiscal
period,  total  Liabilities determined in accordance  with  GAAP,
included on the latest Consolidated Balance Sheet.

          "Trademark Security Agreement" means the Assignment  of
Security  Interest in Trademarks, dated on or about the Effective
Date, by a Borrower to the Agent, for the benefit of the Lenders,
as the same may be amended, modified or supplemented from time to
time.

          "Trism" shall have the meaning ascribed to such term in
the preamble hereof.

          "Unbilled   Eligible  Receivables"   shall   mean   the
aggregate amount of Eligible Receivables representing amounts for
which  the  services related thereto have been  performed  by  an
Operating  Company but for which no invoice has been rendered  to
the customers.

          "Unfunded    Capital   Expenditures"   means    Capital
Expenditures which are paid for by a Person other than  with  the
proceeds  of  Indebtedness  for Money Borrowed  (other  than  the
Loans)  incurred to finance such Capital Expenditures  and  other
than those represented by Capitalized Lease Obligations.

          "Unfunded  Vested Accrued Benefits" means with  respect
to any Plan at any time, the amount (if any) by which

          (a)   the  present  value of all vested  nonforfeitable
     benefits under such Plan exceeds

          (b)  the fair market value of all Plan assets allocable
     to  such benefits, all determined as of the then most recent
     valuation date for such Plan.

          "Uniform  Commercial Code" means the Uniform Commercial
Code as in effect from time to time in the State of Georgia.

          "Unused  Line Fee" shall have the meaning  assigned  to
such term in Section 4.2(d).

          SECTION 1.2    Other Referential Provisions.

          (1)  All defined terms in this Agreement, the Exhibits and
Schedules  hereto shall have the same meanings when used  in  any
other Loan Document, unless the context shall require otherwise.

          (2)  Except as otherwise expressly provided herein, all
accounting  terms  not specifically defined or  specified  herein
shall  have the meanings generally attributed to such terms under
GAAP  including,  without limitation, applicable  statements  and
interpretations  issued  by  the Financial  Accounting  Standards
Board  and  bulletins, opinions, interpretations  and  statements
issued  by the American Institute of Certified Public Accountants
or its committees.
<PAGE>

          (3)  All personal pronouns used in this Agreement, whether used
in the masculine, feminine or neuter gender, shall include all other genders;
the singular shall include the plural, and the plural shall include the 
singular.  In any circumstance where use of the term "Borrower" as opposed 
to the term "Borrowers," or vice versa, would limit, diminish or otherwise  
impair or negatively affect any of Lenders' rights hereunder, the plural
shall be substituted for the singular, or vice versa, in such manner as will 
result  in the maintenance or enlargement of Lenders' rights hereunder or 
pursuant hereto.  By way of example, but not  in limitation, if a reference 
to "Borrowers'  property" would  otherwise be construed as referring only to 
property which is jointly owned by all Borrowers, such reference shall  
instead be  construed as referring to the aggregate total of all of  each
Borrower's property.

          (4)  The words "hereof," "herein" and "hereunder" and words of
similar  import when used in this Agreement shall refer  to  this
Agreement as a whole and not to any particular provisions of this
Agreement.

          (5)  Titles of Articles and Sections in this Agreement are for
convenience  only, do not constitute part of this Agreement and neither
limit nor amplify the provisions of this Agreement, and all references in
this Agreement to Articles,  Sections, Subsections,  paragraphs, clauses,  
subclauses,  Schedules or Exhibits shall refer to the corresponding  
Article,  Section, Subsection,  paragraph, clause or subclause of, or 
Schedule or Exhibit attached to, this Agreement, unless specific reference 
is made to the articles, sections or other subdivisions or divisions
of, or to schedules or exhibits to,  another document or instrument.

          (6)  Each definition of a document in this Agreement shall include
such  document  as  amended, modified,  supplemented  or restated from time 
to time in accordance with the terms  of  this Agreement.

          (7)  Except where specifically restricted, reference to a party
to  a  Loan  Document  includes  that  party  and  its  permitted
successors  and  assigns permitted hereunder or under  such  Loan
Document.

          (8)  Unless otherwise specifically stated, whenever a time is
referred to in this Agreement or in any other Loan Document, such
time  shall be the local time in the city in which the  principal
office of Agent is located.

          (9)  Whenever the phrase "to the knowledge of a Borrower" or
words  of  similar import relating to the knowledge of a Borrower are used
herein, such phrase shall mean and refer  to  (i)  the actual knowledge of
the President or chief financial officer or (ii) the knowledge that such
officers would have obtained if they had engaged in good faith in the 
diligent performance of their duties, including the making of such 
reasonable specific inquiries as may be necessary of the appropriate persons  
in a reasonable  credit judgment attempt to ascertain the accuracy of the
matter to which such phrase relates.
<PAGE>

          (10) The terms accounts, chattel paper, documents, equipment,
instruments, general intangibles and inventory, as and when  used
(without  being  capitalized) in this Agreement or  the  Security
Documents,  shall  have the meanings given  those  terms  in  the
Uniform Commercial Code.

          SECTION 1.3    Exhibits and Schedules.  All Exhibits and
Schedules attached hereto are by reference made a part hereof.


                           ARTICLE 2

                     REVOLVING CREDIT LOANS

          SECTION 1.4    Revolving Credit Loans.  Upon the terms and
subject to the conditions of, and in reliance upon the representations and 
warranties made under, this Agreement,  each Lender agrees, severally, but 
not jointly, to make Revolving Credit Loans to the Borrowers from time to 
time from the Effective Date to but not including the Termination Date, as
requested or deemed requested by a Borrower in accordance with the terms of  
Section 2.2, in amounts equal to such Lender's Commitment Percentage of each 
such Loan  requested  or  deemed requested  hereunder up to an aggregate 
amount at any  one time outstanding equal to such Lender's Commitment 
Percentage of the Borrowing Base; provided, however, that the aggregate  
principal amount of all outstanding Revolving Credit Loans (after giving
effect to the Loans requested) shall not exceed the  Borrowing Base.  It is 
expressly understood and agreed that the Lenders may and at present intend 
to use the Borrowing Base as a maximum ceiling on Revolving Credit Loans to 
the  Borrower;  provided, however, that it is agreed that should the 
Revolving Credit Loans exceed the ceiling so determined or any other 
limitation set forth in this Agreement,  such Revolving Credit Loans shall
nevertheless constitute Secured Obligations and, as such, shall be entitled 
to all benefits thereof and security therefor.   The principal amount of 
any Revolving Credit Loan which is repaid pursuant to Section 2.3(c) may be 
reborrowed by the Borrower, subject to the terms and conditions of this 
Agreement, in accordance with the terms of this Section 2.1.  The Agent's  
<PAGE>

and each Lender's books and records reflecting the date and the amount of 
each Revolving Credit Loan  and  each  repayment  of principal thereof 
shall constitute prima facie evidence of the accuracy of the information 
contained therein, subject  to  the
provisions of Section 4.7.

          SECTION 1.5    Manner of Borrowing Revolving Credit Loans.
Borrowings under the Revolving Credit Facility shall be  made  as
follows:

          (1)  Requests for Borrowing.  A request for a borrowing shall be
made, or shall be deemed to be made, in the following manner:

          (1)  with respect to Revolving Credit Loans, a Financial Officer
     of Trism (or another authorized officer designated by a Financial
     Officer and listed on Schedule 2.2 hereto) shall give the Agent
     notice, in the form of Exhibit B hereto, for and on behalf of the
     Borrowers  not later than 1:00 p.m. (New York time)  on  the
     Business Day of the proposed Advance, of its intention to borrow,
     specifying the amount of the proposed borrowing, the proposed
     borrowing date and which notice shall be given in accordance with
     the provisions of Section 4.1 hereof; provided, however, that
     upon  written notice from Agent, Borrowers shall  thereafter
     include in each such notice of a proposed Advance the amount of
     Borrowing Base Availability after giving effect to such requested
     Advance,

          (2)  unless payment is otherwise made by the Borrowers, the
     becoming  due of any amount required to be paid  under  this
     Agreement or any of the Notes as interest shall be deemed to be a
     request for an Advance on the due date in the amount required to
     pay such interest,

          (3)  unless payment is otherwise made by the Borrowers, the
     becoming due of any other Secured Obligation shall be deemed to
     be a request for an Advance on the due date in the amount then so
     due, and such request shall be irrevocable,

          (4)  the receipt by the Agent of notification from the Issuing
     Bank to the effect that a drawing has been made under a Letter of
     Credit and that a Borrower has failed to reimburse the Issuing
     Bank therefor in accordance with the terms of the Letter  of
     Credit, the Reimbursement Agreement and Article 3, shall  be
     deemed  to  be  a request for an Advance on  the  date  such
     notification is received in the amount of such drawing which is
     so unreimbursed; and

          (5)  unless payment is otherwise made by a Borrower, the receipt
     by  Agent  of a demand for reimbursement by a Clearing  Bank
     pursuant to the provisions of any Agency Account Agreement, shall
     be deemed to be a request for an Advance on the date any such
     demand is received by Agent in the amount set forth therein;
<PAGE>

          (1)  Unless the Agent has elected periodic settlements pursuant
     to  Section 4.7, the Agent shall promptly notify the Lenders
     of any notice of borrowing given or deemed given pursuant to
     this  Section  2.2(a) by 2:00 p.m. (New York  time)  on  the
     proposed  borrowing date with respect to any  Advance.   The
     notice  from  the Agent to the Lenders shall set  forth  the
     information contained in the Borrowers' notice of borrowing.
     Not  later  than 3:30 p.m. (New York time) on  the  proposed
     borrowing  date,  each  Lender will make  available  to  the
     Agent,  for  the  account of the Borrowers, at  the  Agent's
     Office  in  funds  immediately available to  the  Agent,  an
     amount  equal to such Lender's Commitment Percentage of  the
     Revolving Credit Loans to be made on such borrowing date.

          (2)  Disbursement of Loans.  The Borrowers, jointly and
severally, hereby irrevocably authorize the Agent to disburse the
proceeds  of each borrowing requested, or deemed to be requested,
pursuant to this Section 2.2 as follows:

          (1)  the proceeds of each borrowing requested under Sections
     2.2(a)(i) or (ii) shall be disbursed by the Agent in Dollars in
     immediately available funds, (A) in the case of the  initial
     borrowing, in accordance with notice from the Borrowers to the
     Agent referred to in Section 5.1(c)(xi), and (B) in the case of
     each  subsequent borrowing, by wire transfer to a Controlled
     Disbursement  Account  or, in the absence  of  a  Controlled
     Disbursement Account, by wire transfer to such other account as
     may be agreed upon by the Borrowers and the Agent from time to
     time,

          (2)  the proceeds of each borrowing deemed requested under
     Section 2.2 (a)(iii) or (iv) shall be disbursed by the Agent by
     way  of  direct payment of the relevant interest or  Secured
     Obligation, as the case may be, and

          (3)  the proceeds of each borrowing deemed requested under
     Section 2.2(a)(iv) shall be disbursed by the Agent directly to
     the Issuing Bank on behalf of the Borrowers.

          SECTION 1.6    Repayment of Revolving Credit Loans.  The
Revolving Credit Loans will be repaid as follows:

          (1)  Whether or not any Default or Event of Default has occurred,
the  outstanding  principal amount of all  the  Revolving  Credit
Loans is due and payable, and shall be repaid by the Borrowers in
full, not later than the Termination Date;
<PAGE>

          (2)  If at any time the aggregate outstanding unpaid principal
amount  of the Revolving Credit Loans exceeds the Borrowing  Base
in  effect  at such time, the Borrowers shall repay the Revolving
Credit  Loans  in  an amount sufficient to reduce  the  aggregate
unpaid  principal  amount of such Revolving Credit  Loans  by  an
amount  equal  to such excess, together with accrued  and  unpaid
interest on the amount so repaid to the date of repayment; and

          (3)  The Borrowers hereby instruct the Agent to repay the
Revolving Credit Loans outstanding on any day in an amount  equal
to  the  amount  received by the Agent on such  day  pursuant  to
Section 8.1(b).

          SECTION 1.7    Revolving Credit Note.  Each Lender's Revolving
Credit  Loans and the obligation of the Borrowers to  repay  such
Revolving  Credit Loans shall also be evidenced  by  a  Revolving
Credit  Note payable to the order of such Lender.  Each Revolving
Credit  Note  shall be dated the Effective Date and be  duly  and
validly executed and delivered by the Borrowers.

                           ARTICLE 3

                   LETTER OF CREDIT FACILITY

          SECTION 1.8    Issuance. Subject to the terms and conditions of
the Agreement, Agent and the Lenders agree to incur, from time to
time prior to the Termination Date, upon the request of Borrowers
and  for  Borrowers'  account, Letter of  Credit  Obligations  by
causing  Letters  of  Credit to be issued (by  a  bank  or  other
legally  authorized Person selected by or acceptable to Agent  in
its  sole  discretion (each, an "Issuing Bank"))  for  Borrowers'
account and guaranteed by Agent; provided, however, that  if  the
Issuing  Bank is a Lender, then such Letters of Credit shall  not
be  guaranteed by Agent but rather each Lender shall, subject  to
the  terms and conditions hereinafter set forth, purchase (or  be
deemed to have purchased) risk participations in all such Letters
of Credit issued with the written consent of Agent, as more fully
described in paragraph (b)(ii) below. The aggregate amount of all
such  Letter  of Credit Obligations shall not at any time  exceed
the  lesser  of  (i)  Fifteen Million Dollars ($15,000,000)  (the
"Letter of Credit Facility"), or (ii) the Borrowing Base less the
aggregate  outstanding principal balance of the Revolving  Credit
Loans.  No such Letter of Credit shall have an expiry date  which
is more than one year following the date of issuance thereof, and
neither  Agent  nor the Lenders shall be under any obligation  to
incur  Letter  of Credit Obligations in respect of,  or  purchase
risk  participations in, any Letter of Credit  having  an  expiry
date which is later than the Termination Date.

          SECTION 1.9    Advances Automatic; Participations.  (a) In the
event  that  Agent  or any Lender shall make any  payment  on  or
<PAGE>

pursuant  to any Letter of Credit Obligation, such payment  shall
then  be  deemed  automatically to constitute a Revolving  Credit
Loan  under Section 2.1 of the Agreement regardless of whether  a
Default or Event of Default shall have occurred and be continuing
and  notwithstanding Borrowers' failure to satisfy the conditions
precedent  set  forth  in Article 5, and  each  Lender  shall  be
obligated  to pay an amount calculated by applying such  Lender's
Commitment  Percentage to the aggregate amount of  such  payment.
The  failure of any Lender to make available to Agent for Agent's
own  account  an  amount  equivalent  to  a  Lender's  Commitment
Percentage  as  to any such Revolving Credit Loan or  payment  by
Agent under or in respect of a Letter of Credit shall not relieve
any other Lender of its obligation hereunder to make available to
Agent  an  amount  equivalent to such other Lender's   Commitment
Percentage with respect thereto, but no breach by a  Lender shall
cause an increase in any other Lender's Commitment Percentage.

          (b)   If  it shall be illegal or unlawful for Borrowers
to incur Revolving Credit Loans in the circumstances contemplated
by  paragraph (a) above because of an Event of Default  described
in  Section 12.1(g) or (h) or otherwise or if it shall be illegal
or unlawful for any Lender to be deemed to have assumed a ratable
share  of the Reimbursement Obligations owed to an Issuing  Bank,
or  if  the  Issuing Bank is a Lender, then (i)  immediately  and
without further action whatsoever, each Lender shall be deemed to
have  irrevocably and unconditionally purchased  from  Agent  (or
such Issuing Bank, as the case may be) an undivided interest  and
participation in an amount equivalent to such Lender's Commitment
Percentage  (based on the Commitments) of the  Letter  of  Credit
Obligations  in respect of all Letters of Credit then outstanding
and  (ii) thereafter, immediately upon issuance of any Letter  of
Credit,  each  Lender  shall be deemed to  have  irrevocably  and
unconditionally  purchased from Agent (or such Issuing  Bank,  as
the  case may be) an undivided interest and participation  in  an
amount  equivalent to such Lender's Commitment Percentage  (based
on  the  Commitments)  of the Letter of Credit  Obligations  with
respect  to  such Letter of Credit on the date of such  issuance.
Each  Lender  shall  fund its participation in  all  payments  or
disbursements made under the Letters of Credit in the same manner
as  provided  in  the Agreement with respect to Revolving  Credit
Loans.

          SECTION 1.10   Cash Collateral.  (a) If Borrowers are required to
provide  cash  collateral for any Letter  of  Credit  Obligations
pursuant  to  this  Agreement  prior  to  the  Termination  Date,
Borrowers  will,  jointly and severally, pay  to  Agent  for  the
benefit  of  the Lenders cash or Cash Equivalents  in  an  amount
equal to  105% of the maximum amount then available to be  drawn
under  each applicable Letter of Credit outstanding.  Such  funds
or  Cash  Equivalents shall be held by Agent in a cash collateral
account  (the "Cash Collateral Account") maintained at a bank  or
financial  institution acceptable to Agent.  The Cash  Collateral
<PAGE>

Account  shall be in the name of Borrowers and shall  be  pledged
to,  and  subject to the control of, Agent, for  the  benefit  of
Agent  and Lenders, in a manner satisfactory to Agent.  Borrowers
hereby,  jointly  and severally, pledge and grant  to  Agent,  on
behalf of Lenders, a security interest in all such funds and Cash
Equivalents held in the Cash Collateral Account from time to time
and  all  proceeds thereof, as security for the  payment  of  all
amounts  due  in respect of the Letter of Credit Obligations  and
other  Secured  Obligations,  whether  or  not  then  due.   This
Agreement  shall constitute a security agreement under applicable
law.

          (b)   If  any Letter of Credit Obligations, whether  or
not then due and payable, shall for any reason be outstanding  on
the  Termination  Date, Borrowers shall either (i)  provide  cash
collateral therefor in the manner described above, or (ii)  cause
all  such Letters of Credit and guaranties thereof to be canceled
and returned, or (iii) deliver a stand-by letter (or letters)  of
credit  in guarantee of such Letter of Credit Obligations,  which
stand-by letter (or letters) of credit shall be of like tenor and
duration  as, and be in an amount equal to 103% of the  aggregate
then  available to be drawn under, the Letters of Credit to which
such outstanding Letter of Credit Obligations relate and shall be
issued  by  a  Person, and shall be subject  to  such  terms  and
conditions,  as  are  be  satisfactory  to  Agent  in  its   sole
discretion (the "Replacement Letters of Credit").

          (c)  From time to time after funds are deposited in the
Cash Collateral Account by Borrowers, whether before or after the
Termination  Date, Agent may apply such funds or Cash Equivalents
then  held in the Cash Collateral Account to the payment  of  any
amounts,  in such order as Agent may elect, as shall be or  shall
become  due  and payable by Borrowers to Lenders with respect  to
such  Letter  of Credit Obligations of Borrowers  and,  upon  the
satisfaction  in  full  of all Letter of  Credit  Obligations  of
Borrowers, to any other Secured Obligations then due and payable.

          (d)   No Borrower nor any Person claiming on behalf  of
or through a Borrower shall have any right to withdraw any of the
funds  or  Cash Equivalents held in the Cash Collateral  Account,
except  that upon the termination or satisfaction in full of  all
Letter  of  Credit  Obligations and the payment  of  all  amounts
payable  by  Borrowers to Lenders in respect thereof,  any  funds
remaining  in  the  Cash Collateral Account  shall  be  held  and
applied to other Secured Obligations when due and owing and  upon
payment in full of all Secured Obligations, any remaining  amount
shall be paid to Borrowers or as otherwise required by law.

          SECTION 1.11   Fees and Expenses.  Borrowers, jointly and
severally, agree to pay to Agent for the benefit of the  Lenders,
as  compensation to such Lenders for Letter of Credit Obligations
incurred hereunder, (x) all costs and expenses incurred by  Agent
or  any  Lender on account of such Letter of Credit  Obligations,
<PAGE>

and  (y)  for  each  month  during which  any  Letter  of  Credit
Obligation shall remain outstanding, an amount equal to  the  fee
set  forth in Section 4.2(e) hereof.  Such fee shall be  paid  to
Agent for the benefit of the Lenders in arrears, on the first day
of  each  month.  In addition, Borrowers shall pay to any Issuing
Bank,  on  demand,  such fees (including  all  per  annum  fees),
charges  and  expenses of such Issuing Bank  in  respect  of  the
issuance,   negotiation,  acceptance,  amendment,  transfer   and
payment  of  such  Letter of Credit or as are  otherwise  payable
pursuant to the application and related documentation under which
such Letter of Credit is issued.

          SECTION 1.12   Request for Incurrence of Letter of Credit
Obligations.   Borrowers  shall give Agent  at  least  three  (3)
Business Days prior written notice requesting a guarantee of  any
Letter  of  Credit,  specifying the date such  Letter  of  Credit
Obligation  is  to  be incurred, identifying the  beneficiary  to
which such Letter of Credit Obligation relates and describing the
nature of the transactions proposed to be supported thereby.  The
notice  shall be accompanied by the form of the Letter of  Credit
(which shall be acceptable to the Issuing Bank) to be guaranteed.
Notwithstanding anything contained herein to the contrary, Letter
of  Credit applications by a Borrower and approvals by Agent  may
be made and transmitted pursuant to electronic codes and security
measures  mutually agreed upon and established  by  and  among  a
Borrower, Agent and the Issuing Bank.

          SECTION 1.13   Obligation Absolute.  (a) The obligation of
Borrowers  to  reimburse Agent and the Lenders for payments  made
with  respect  to  any  Letter  of  Credit  Obligation  shall  be
absolute,  unconditional and irrevocable,  without  necessity  of
presentment,  demand,  protest  or  other  formalities,  and  the
obligations of each Lender to make payments to Agent with respect
to  Letters  of  Credit shall be unconditional  and  irrevocable.
Such  obligations  of  Borrowers and the Lenders  shall  be  paid
strictly   in  accordance  with  the  terms  hereof   under   all
circumstances including the following circumstances:

          (1)  any lack of validity or enforceability of any Letter of
     Credit or this Agreement or the other Loan Documents or any other
     agreement;

          (2)  the existence of any claim, set-off, defense or other right
     which a Borrower or any of its Affiliates or any Lender may at
     any time have against a beneficiary or any transferee of any
     Letter of Credit (or any Persons or entities for whom any such
     transferee may be acting), Agent, any Lender, or  any  other
     Person, whether in connection with the Agreement, the Letter of
     Credit, the transactions contemplated herein or therein or any
     unrelated  transaction (including any underlying transaction
     between a Borrower or any of its Affiliates and the beneficiary
     for which the Letter of Credit was procured);
<PAGE>

          (3)  any draft, demand, certificate or any other document
     presented  under any Letter of Credit proving to be  forged,
     fraudulent,  invalid or insufficient in any respect  or  any
     statement therein being untrue or inaccurate in any respect;

          (4)  payment by Agent or any Issuing Bank under any Letter of
     Credit or guaranty thereof against presentation of a demand,
     draft or certificate or other document which does not comply with
     the terms of such Letter of Credit or such guaranty;

          (5)  any other circumstance or happening whatsoever, which is
     similar to any of the foregoing; or

          (6)  the fact that a Default or an Event of Default shall have
     occurred and be continuing.

          SECTION 1.14   Indemnification; Nature of Lenders' Duties.  (a)
In  addition to amounts payable by Borrowers to Agent and Lenders
as  elsewhere provided in this Agreement, Borrowers, jointly  and
severally,  hereby  agree to pay and to protect,  indemnify,  and
save harmless Agent and each Lender from and against any and  all
claims, demands, liabilities, damages, losses, costs, charges and
expenses  (including attorneys' fees and, after  and  during  the
continuance of an Event of Default,  allocated costs of  internal
counsel) which Agent or any Lender may incur or be subject to  as
a  consequence,  direct or indirect, of (i) the issuance  of  any
Letter  of  Credit or guaranty thereof, or (ii)  the  failure  of
Agent  or  any Lender seeking indemnification or of  any  Issuing
Bank to honor a demand for payment under any Letter of Credit  or
guaranty  thereof  as  a result of any act or  omission,  whether
rightful  or  wrongful, of any present or future de  jure  or  de
facto  government or Governmental Authority, in each  case  other
than to the extent solely as a result of the gross negligence  or
willful misconduct of Agent or such Lender (as finally determined
by a court of competent jurisdiction).

          (b)   As  between  Agent and any Lender and  Borrowers,
Borrowers hereby, jointly and severally, assume all risks of  the
acts  and  omissions  of, or misuse of any Letter  of  Credit  by
beneficiaries of any Letter of Credit.  In furtherance and not in
limitation  of the foregoing, to the fullest extent permitted  by
law  neither Agent nor any Lender shall be responsible:  (i)  for
the  form, validity, sufficiency, accuracy, genuineness or  legal
effect of any document issued by any party in connection with the
application for and issuance of any Letter of Credit, even if  it
should  in  fact  prove  to be in any or  all  respects  invalid,
insufficient,  inaccurate, fraudulent or  forged;  (ii)  for  the
validity  or  sufficiency  of  any  instrument  transferring   or
<PAGE>

assigning  or  purporting to transfer or  assign  any  Letter  of
Credit  or the rights or benefits thereunder or proceeds thereof,
in whole or in part, which may prove to be invalid or ineffective
for  any  reason;  (iii) for failure of the  beneficiary  of  any
Letter  of  Credit  to comply fully with conditions  required  in
order  to  demand  payment under such Letter of Credit;  provided
that,  in  the case of any payment by Agent under any  Letter  of
Credit  or guaranty thereof, Agent shall be liable to the  extent
such  payment was made solely as a result of its gross negligence
or  willful  misconduct  (as finally determined  by  a  court  of
competent  jurisdiction)  in  determining  that  the  demand  for
payment  under such Letter of Credit or guaranty thereof complies
on  its  face with any applicable requirements for a  demand  for
payment under such Letter of Credit or guaranty thereof; (iv) for
errors,  omissions,  interruptions or delays in  transmission  or
delivery  of  any messages, by mail, cable, telegraph,  telex  or
otherwise,  whether or not they be in cipher; (v) for  errors  in
interpretation of technical terms; (vi) for any loss or delay  in
the  transmission or otherwise of any document required in  order
to  make a payment under any Letter of Credit or guaranty thereof
or  of  the  proceeds thereof; (vii) for the application  of  the
proceeds  of  any drawing under any Letter of Credit or  guaranty
thereof;  and  (viii)  for any consequences arising  from  causes
beyond  the  control of Agent or any Lender. None  of  the  above
shall affect, impair, or prevent the vesting of any of Agent's or
any  Lender's rights or powers hereunder or under the other  Loan
Documents.

          (c)   Nothing contained herein shall be deemed to limit
or  to  expand any waivers, covenants or indemnities  made  by  a
Borrower  in  favor of any Issuing Bank in any letter  of  credit
application,   reimbursement  agreement  or   similar   document,
instrument  or  agreement between any Borrower and  such  Issuing
Bank.


                           ARTICLE 4

                    GENERAL LOAN PROVISIONS

          SECTION 1.15   Interest, Etc.

          (1)  General Interest Provisions.

          (i)   Borrowers  shall pay interest  to  Agent  on  the
aggregate  outstanding Revolving Credit Loans in each  case  from
time  to time outstanding, for the ratable benefit of Lenders  in
accordance  with the various Loans being made by each Lender,  in
arrears  on  each  applicable  Interest  Payment  Date,  at   the
following  rate:   with  respect to the  Revolving  Credit  Loans
either (i) a floating rate equal to the Chase Manhattan Bank Rate
plus  one quarter of one percent (0.25%) (the "Prime Option")  or
(b)  a  fixed rate for interest periods of one-, two-, three-  or
<PAGE>

six  whole  months (each, a "LIBOR Period") equal to the  reserve
adjusted LIBOR for the specified period plus two and one  quarter
percent  (2.25%) (the "LIBOR Option").  The LIBOR Option  may  be
exercised  by  the  Borrowers for all, or  any  portion,  of  the
outstanding  amounts under the Revolving Credit Facility  at  any
time  upon three (3) Business Day's prior written notice pursuant
to  Section  2.2  hereof.  Upon such exercise, the  LIBOR  Option
shall  remain in effect until the expiration of the LIBOR  Option
Period selected, at which time, unless an additional LIBOR Option
shall  have  been  timely  exercised,  the  rate  hereunder  upon
expiration shall be the Prime Option.  The Borrowers shall not be
entitled  to  select  a LIBOR Option under the  Revolving  Credit
Facility  if a Default or Event of Default exists hereunder.   In
the  event  of any change in the Chase Manhattan Bank  Rate,  the
rate of the Prime Option shall change as of the first day of  the
first month following such change.

         (ii)  The LIBOR elections must be for $500,000 or  whole
multiples thereof and in no event may the Borrowers have  in  the
aggregate more than four (4) LIBOR Loans outstanding at one time.
If  a LIBOR election is not timely made or cannot be made, or  if
LIBOR  cannot be determined, then the Agent shall use  the  Prime
Option  to  compute  interest.  In the event that  the  Borrowers
request a LIBOR Loan, the Borrower shall pay to the Agent a  $500
LIBOR processing fee, due and payable upon the effective date  of
each  such LIBOR Loan.  In addition, the Borrowers shall  pay  to
the Agent for the benefit of the Lenders, upon the request of the
Agent such amount or amounts as shall compensate the Agent and/or
the Lenders for any loss, costs or expenses incurred by the Agent
and/or the Lenders (as reasonably determined by the Agent and the
Lenders) as a result of: (i) any payment or prepayment on a  date
other than the last day of a LIBOR Period for such LIBOR Loan, or
(ii)  any failure of the Borrowers to borrow a LIBOR Loan on  the
date  for  such borrowing specified in the relevant notice;  such
compensation to include, without limitation, an amount  equal  to
any  loss  or  expense suffered by the Agent and/or  the  Lenders
during  the  period from the date of receipt of such  payment  or
prepayment or the date of such failure to borrow to the last  day
of  such  LIBOR  Period if the rate of interest obtained  by  the
Agent  and/or the Lenders upon the reemployment of an  amount  of
funds  equal to the amount of such payment, prepayment or failure
to  borrow is less than the rate of interest applicable  to  such
LIBOR Loan for such LIBOR Period.  The determination by the Agent
and/or  the  Lenders of the amount of any such loss  or  expense,
when  set  forth in a written notice to the Borrowers, containing
the   Agent's  and/or  the  Lenders'  calculations   thereof   in
reasonable detail, shall be conclusive on the Borrowers,  in  the
absence of manifest error.  Calculation of all amounts payable to
the Agent and/or the Lenders under this paragraph with regard  to
LIBOR  Loans shall be made as though the Agent and/or the Lenders
had  actually  funded  the LIBOR Loans through  the  purchase  of
deposits in the relevant market and currency, as the case may be,
bearing interest at the rate applicable to such LIBOR Loans in an
amount  equal  to  the amount of the LIBOR  Loans  and  having  a
maturity  comparable to the relevant interest  period;  provided,
however,  that  the Agent and the Lenders may fund  each  of  the
LIBOR  Loans in any manner the Agent and the Lenders see fit  and
the  foregoing  assumption shall be used only for calculation  of
amounts    payable   under   this   paragraph.    In    addition,
notwithstanding  anything to the contrary contained  herein,  the
Agent  and  the  Lenders shall apply all proceeds of  Collateral,
<PAGE>

including the Receivables, and all other amounts received  by  it
from  or  on behalf of the Borrowers (i) initially to  the  Prime
Option  Revolving  Loans and (ii) subsequently  to  LIBOR  Loans;
provided, however, (x) upon the occurrence of an Event of Default
or  (y)  in  the event the aggregate amount of outstanding  LIBOR
Loans  exceeds  Borrowing  Base Availability  or  the  applicable
maximum levels set forth therefor, the Agent and the Lenders  may
apply  all such amounts received by it to the payment of  Secured
Obligations  in such manner and in such order as  the  Agent  may
elect  in its reasonable credit judgment.  In the event that  any
such  amounts  are  applied to Revolving Loans  which  are  LIBOR
Loans, such application shall be treated as a prepayment of  such
loans  and  the  Agent  and  the Lenders  shall  be  entitled  to
indemnification hereunder.

         (2)  If any payment on any Loan becomes due and payable on a day
other  than a Business Day, the maturity thereof will be extended
to the next succeeding Business Day and, with respect to payments
of  principal,  interest thereon shall be  payable  at  the  then
applicable rate during any such extension.

         (3)  From and after the occurrence of an Event of Default, the
unpaid  principal  amount of each Secured Obligation  shall  bear
interest while such Event of Default is continuing  at a rate per
annum  equal to the Default Margin plus the Prime Option, payable
on demand.  The interest rate provided for in this Section 4.1(c)
shall to the extent permitted by applicable law also apply to and
accrue on the amount of any judgment entered with respect to  any
Secured  Obligation  and shall continue to accrue  at  such  rate
during any proceeding described in Section 12.1(g) or (h).

         (4)  The interest rates provided for in this Section 4.1 shall be
computed on the basis of a year of 360 days and the actual number
of days elapsed.

         (5)  It is not intended by the Lenders, and nothing contained in
this  Agreement  or  any Note shall be deemed,  to  establish  or
require  the  payment  of a rate of interest  in  excess  of  the
maximum  rate  permitted by applicable law (the "Maximum  Rate").
If,  in  any  month,  the Effective Interest  Rate,  absent  such
limitation,  would  have  exceeded the  Maximum  Rate,  then  the
Effective Interest Rate for that month shall be the Maximum Rate,
and  if,  in  future  months, the Effective Interest  Rate  would
otherwise  be  less  than the Maximum Rate,  then  the  Effective
Interest Rate shall remain at the Maximum Rate until such time as
the  amount  of  interest paid hereunder  equals  the  amount  of
interest  which  would have been paid if the same  had  not  been
limited  by the Maximum Rate.  In this connection, in  the  event
that,  upon payment in full of the Secured Obligations, the total
amount  of  interest  paid or accrued under  the  terms  of  this
Agreement  is less than the total amount of interest which  would
have  been paid or accrued if the Effective Interest Rate had  at
all times been in effect, then the Borrowers shall, to the extent
permitted  by applicable law, pay to the Lenders an amount  equal
to  the  difference between (i) the lesser of (A) the  amount  of
<PAGE>

interest  which would have been charged if the Maximum Rate  had,
at all times, been in effect and (B) the amount of interest which
would have accrued had the Effective Interest Rate, at all times,
been in effect, and (ii) the amount of interest actually paid  or
accrued  under this Agreement.  In the event the Lenders receive,
collect  or  apply as interest any sum in excess of  the  Maximum
Rate, such excess amount shall be applied to the reduction of the
principal balance of the applicable Secured Obligation,  and,  if
no  such  principal  is then outstanding,  such  excess  or  part
thereof remaining shall be paid to the Borrowers.

         SECTION 1.16   Fees.

         (1)  Closing Fee.  On the Effective Date, the Borrowers shall pay
to  the  Agent for the ratable benefit of the Lenders, a  closing
fee  in  the  amount  of  $168,570 less  the  Commitment  Fee  in
consideration of making the Loans hereunder, which fee  shall  be
fully  earned  and  non-refundable  as  of  the  Effective   Date
(collectively, the "Closing Fee").

         (2)  Syndication Fee.  On the Effective Date, the Borrowers shall
pay  to  the  Agent,  solely for the  benefit  of  the  Agent,  a
syndication fee of $31,250 which shall be deemed fully earned and
nonrefundable as of the Effective Date (the "Syndication Fee") .

         (3)  Collateral Monitoring Fee.  As additional consideration for
the   Agent's  ongoing  costs  and  expenses  of  monitoring  the
Collateral the Borrowers agree, jointly and severally, to pay  to
the  Agent annually in advance on the Effective Date and on  each
Anniversary Date thereafter during the term of this Agreement  or
any  extension thereof, a Collateral monitoring fee in the amount
of $18,000 (the "Collateral Monitoring Fee").

         (4)  Unused Line Fee.  As additional compensation for the costs
and  risks  in  making the Loans available to the Borrowers,  the
Borrowers agree, jointly and severally, to pay to the Agent,  for
the  ratable  benefit of the Lenders, in arrears,  on  the  first
(1st)  Business Day of each month with respect to the immediately
prior month, prior to the Termination Date and on the Termination
Date,  a fee for Borrower's non-use of available funds or  Letter
of Credit accommodations in an amount equal to one-quarter of one
percent   (0.25%)   per   annum   of   the   difference   between
(i) $45,000,000 and (ii) the sum of the average daily outstanding
balances  of the Revolving Credit Loans and the Letter of  Credit
Obligations  during the period for which the Unused Line  Fee  is
due (the "Unused Line Fee").

         (5)  Letter of Credit Obligations Fee.  The Borrowers agree,
jointly and severally, to pay to Agent for the ratable benefit of
the Lenders as compensation to the Lenders for issuing guaranties
in  support  of  Letters  of Credit, in  arrears,  on  the  first
<PAGE>

Business  Day  of  each  month with respect  to  the  immediately
preceding month until all Letter of Credit Obligations have  been
paid or otherwise satisfied, a fee in an amount equal to (i)  the
average daily aggregate Letter of Credit Amount of all Letters of
Credit  outstanding  on  each  day  during  the  previous  month,
multiplied by (ii) either (1) monthly interest rate equivalent to
one  and  one-half  percent (1.5%) per annum,  or  (2)  upon  the
occurrence  and during the continuation of an Event  of  Default,
three and one-half percent (3.5%) per annum.

         (6)  Early Termination Fee.  If for any reason this Agreement is
terminated or the Loans hereunder are repaid (including,  without
limitation,  any default, voluntary prepayment and/or termination
of  the Revolving Credit Loans by Borrowers or any termination at
the  option  of  the  Agent following an  Event  of  Default  but
excluding  Revolving Credit Loan payments in the ordinary  course
of  business),  on  an Early Termination Date,  in  view  of  the
impracticality  and  extreme difficulty  of  ascertaining  actual
damages and by mutual agreement of the parties as to a reasonable
calculation  of  Lenders' lost profits as a result  thereof,  the
Borrowers agree, jointly and severally, to pay to Agent  for  the
ratable  benefit of the Lenders, upon the effective date of  such
termination  or prepayment of all of the Revolving Credit  Loans,
the Early Termination Fee.

         SECTION 1.17   Manner of Payment.

         (1)  Except as otherwise expressly provided in Section 8.1(b),
each  payment (including prepayments) by the Borrowers on account
of  the  principal of or interest on the Loans or  of  any  other
amounts  payable to the Lenders under this Agreement or any  Note
shall  be  made not later than 1:00 p.m. (New York time)  on  the
date specified for payment under this Agreement to the Agent, for
the account of the Lenders, at the Agent's Office, in Dollars, in
immediately available funds and shall be made without any setoff,
counterclaim or deduction whatsoever.  Any payment received after
1:00  p.m.  (New York time) on such day shall be deemed  to  have
been made on the next succeeding Business Day.

         (2)  The Borrowers hereby, jointly and severally, irrevocably
authorize each Lender and each Affiliate of such Lender and  each
participant  herein to charge any account of the  Borrowers  main
tained  with  such Lender or with such Affiliate  or  participant
with  such amounts as may be necessary from time to time  to  pay
any  Secured  Obligations (whether or not owed  to  such  Lender,
Affiliate  or participant) which are not paid when due,  and  the
proceeds thereof shall be applied as set forth in Section 12.3.
<PAGE>

         SECTION 1.18   Loan Accounts: Statements of Account.

         (1)  Each Lender shall open and maintain on its books a loan
account  in  the  Borrowers' names (each, a  "Loan  Account"  and
collectively, the "Loan Accounts").  Each such Loan Account shall
show  as  debits thereto each Loan made under this  Agreement  by
such  Lender to the Borrowers and as credits thereto all payments
received by such Lender and applied to principal of such Loan, so
that  the  balance of the loan account at all times reflects  the
principal amount due such Lender from the Borrowers.

         (2)  The Agent shall maintain on its books a control account for
the  Borrowers in which shall be recorded (i) the amount of  each
disbursement made hereunder, (ii) the amount of any principal  or
interest  due or to become due from the Borrowers hereunder,  and
(iii) the amount of any sum received by the Agent hereunder  from
the Borrowers and each Lender's ratable share therein.
(1)
         (3)  The entries made in the accounts pursuant to subsections (a)
and (b) shall be prima facie evidence, in the absence of manifest
error,  of  the existence and amounts of the obligations  of  the
Borrowers  therein  recorded and in case of  discrepancy  between
such  accounts,  in the absence of manifest error,  the  accounts
maintained pursuant to subsection (b) shall be controlling.

         (4)  The Agent will account to the Borrowers monthly with a
statement  of  Loans, charges and payments made  to  and  by  the
Borrowers pursuant to this Agreement, and such accounts  rendered
by  the Agent shall be deemed final, binding and conclusive, save
for manifest error, unless the Agent is notified by the Borrowers
in writing to the contrary within 60 days of the date the account
to  the  Borrowers was so rendered.  Such notice by the Borrowers
shall  be  deemed  an objection to only those items  specifically
objected to therein.  Failure of the Agent to render such account
shall  in no way affect the rights of the Agent or of the Lenders
hereunder.

         SECTION 1.19   Termination of Agreement.

         (1)  On the Termination Date, the Borrowers shall pay to the
Agent,  for  the account of the Lenders, in same  day  funds,  an
amount   equal  to  all  Secured  Obligations  then  outstanding,
including, without limitation, all (i) accrued interest  thereon,
(ii)  all  accrued  fees provided for hereunder,  and  (iii)  any
amounts  payable  to the Lenders pursuant to Sections  4.1,  4.8,
15.2, 15.3 and 15.12, and, in addition thereto, shall deliver  to
the  Agent,  in  respect of each outstanding  Letter  of  Credit,
either the Replacement Letter of Credit or the Cash Collateral as
provided  in Section 3.3.  Upon 90 days prior written  notice  to
the Agent, the Borrowers may terminate this Agreement on an Early
Termination  Date, upon payment in full of all amounts  specified
<PAGE>

in this Section 4.5 and the Early Termination Fee as specified in
Section  4.2  hereof.   Following  a  notice  of  termination  as
provided for in this Section 4.5 and upon payment in full of  the
amounts  specified in this Section 4.5, this Agreement  shall  be
terminated  and  the Agent, the Lenders and the  Borrowers  shall
have no further obligations to any other party hereto except  for
the  obligations to the Agent and the Lenders pursuant to Section
15.12 hereof.

         SECTION 1.20   Making of Loans.

         (1)  Nature of Obligations of Lenders to Make Loans.  The
obligations of the Lenders under this Agreement to make the Loans
are several and are not joint or joint and several.

         (2)  Assumption by Agent.  Subject to the provisions of Section
4.7  and  notwithstanding  the occurrence  or  continuance  of  a
Default or Event of Default or other failure of any condition  to
the  making of Revolving Credit Loans hereunder subsequent to the
Revolving  Credit Loans to be made on the Effective Date,  unless
the  Agent shall have received notice from a Lender in accordance
with  the  provisions  of  Section 4.7(c)  prior  to  a  proposed
borrowing  date that such Lender will not make available  to  the
Agent  such Lender's ratable portion of the amount to be borrowed
on  such  date, the Agent may assume that such Lender  will  make
such  portion  available to the Agent in accordance with  Section
2.2(a), and the Agent may, in reliance upon such assumption, make
available  to the Borrowers on such date a corresponding  amount.
If  and  to  the extent such Lender shall not make  such  ratable
portion  available  to the Agent, such Lender and  the  Borrowers
severally  agree  to  repay  to the  Agent  forthwith  on  demand
(provided  the  Borrowers shall be entitled to a  five-day  grace
period)  such  corresponding  amount (the  "Make-Whole  Amount"),
together  with interest thereon for each day from the  date  such
amount  is  made available to the Borrowers until the  date  such
amount is repaid to the Agent at the Effective Interest Rate  or,
if  lower, subject to Section 4.1(c), the Maximum Rate; provided,
however, if on the Interest Payment Date next following the  date
on  which  any Lender pays interest to the Agent at the Effective
Rate or the Maximum Rate on a Make-Whole Amount as aforesaid, the
Borrowers  default  in making the interest payment  due  on  such
Interest Payment Date, then the Agent shall reimburse such Lender
for the excess, if any, of the amount of interest so paid by such
Lender on the Make-Whole Amount over the amount of interest  that
such  Lender would have paid had the Lender been required to  pay
interest on the Make-Whole Amount at the Prime Option.   If  such
Lender  shall repay to the Agent such corresponding  amount,  the
amount  so  repaid  shall  constitute  such  Lender's  Commitment
Percentage  of the Loan made on such borrowing date for  purposes
of  this  Agreement.   The  failure of any  Lender  to  make  its
Commitment  Percentage of any Loan available shall  not  (without
regard  to  whether the Borrowers shall have returned the  amount
<PAGE>

thereof to the Agent in accordance with this Section 4.6) relieve
it  or  any other Lender of its obligation, if any, hereunder  to
make  its  Commitment Percentage of such Loan available  on  such
borrowing  date,  but  no  Lender shall be  responsible  for  the
failure of any other Lender to make its Commitment Percentage  of
such Loan available on the borrowing date.

         (3)  Delegation of Authority to Agent.

         (1)  Without limiting the generality of Section 14.1, each Lender
     expressly authorizes the Agent to determine on behalf of such
     Lender (A) any reduction or increase of advance rates applicable
     to the Borrowing Base, so long as such advance rates do not at
     any  time  exceed the rates set forth in the Borrowing  Base
     definition, (B) the creation or elimination of any  reserves
     (other than the Letter of Credit Reserve) against the Revolving
     Credit Facility and the Borrowing Base, and (C) whether or not
     Receivables  shall  be  deemed  to  constitute  or  Eligible
     Receivables.  Such authorization may be withdrawn by the Required
     Lenders by giving the Agent written notice of such withdrawal
     signed by the Required Lenders; provided, however, that unless
     otherwise agreed by the Agent such withdrawal of authorization
     shall not become effective until the thirtieth (30th) Business
     Day after receipt of such notice by the Agent.  Thereafter, the
     Required Lenders shall jointly instruct the Agent in writing
     regarding  such matters with such frequency as the  Required
     Lenders shall jointly determine.

         (2)  Unless and until the Agent shall have received written
     notice from the Required Lenders that because of a Default or
     Event of Default the Required Lenders do not intend to  make
     available to the Agent such Lenders' ratable share of Loans made
     after the effective date of such notice, the Agent shall  be
     entitled to continue to make the assumptions described in Section
     4.6(b).  After receipt of the notice described in the preceding
     sentence,  which shall become effective on the  third  (3rd)
     Business Day after receipt of such notice by the Agent unless
     otherwise agreed by the Agent, the Agent shall be entitled to
     make the assumptions described in Section 4.6(b) as to any Loans
     as to which it has not received a written notice to the contrary
     prior to 11:00 a.m. (New York time) on the Business Day next
     preceding the day on which the Loan is to be made.  The Agent
     shall not be required to make any Loan as to which it shall have
     received notice by a Lender of such Lender's intention not to
     make its ratable portion of such Loan available to the Agent.
     Any withdrawal of authorization under this Section 4.6(c) shall
     not  affect  the  validity of any Loans made  prior  to  the
     effectiveness thereof.
<PAGE>

         SECTION 1.21   Settlement Among Lenders.

         (1)  Revolving Credit Loans.  It is agreed that each Lender's Net
Outstandings are intended by the Lenders to be equal at all times
to such Lender's Commitment Percentage of the aggregate principal
amount    of    all    Revolving   Credit   Loans    outstanding.
Notwithstanding  such  agreement,  the  several  and  not   joint
obligation of each Lender to fund Revolving Credit Loans made  in
accordance with the terms of this Agreement ratably in accordance
with  such Lender's Commitment Percentage and each Lender's right
to  receive its ratable share of principal payments on  Revolving
Credit  Loans  in accordance with its Commitment Percentage,  the
Lenders  agree that in order to facilitate the administration  of
this  Agreement and the Loan Documents that settlement among them
may  take  place  on  a  periodic basis in  accordance  with  the
provisions of this Section 4.7.

         (2)  Settlement Procedures as to Revolving Credit Loans.  To the
extent  and  in the manner hereinafter provided in  this  Section
4.7,  settlement among the Lenders as to Revolving  Credit  Loans
may  occur periodically on Settlement Dates determined from  time
to  time  by  the  Agent, which may occur  before  or  after  the
occurrence  or during the continuance of a Default  or  Event  of
Default  and  whether or not all of the conditions set  forth  in
Section  5.2  have  been met.  On each Settlement  Date  payments
shall  be  made  by  or to the Settlement Lender  and  the  other
Lenders  in the manner provided in this Section 4.7 in accordance
with the Settlement Report delivered by the Agent pursuant to the
provisions of this Section 4.7 in respect of such Settlement Date
so  that  as of each Settlement Date, and after giving effect  to
the  transactions  to  take place on such Settlement  Date,  each
Lender's  Net  Outstandings shall equal such Lender's  Commitment
Percentage of the Revolving Credit Loans outstanding.

         (1)  Selection of Settlement Dates.  If the Agent elects, in its
     discretion, but subject to the consent of the Settlement Lender,
     to settle accounts among the Lenders with respect to principal
     amounts of Revolving Credit Loans less frequently than  each
     Business Day, then the Agent shall designate periodic Settlement
     Dates which may occur on any Business Day after the Effective
     Date; provided, however, that the Agent shall designate as a
     Settlement Date any Business Day which is an Interest Payment
     Date; and provided further, that a  Settlement Date shall occur
     at least once during each seven-day period.  The Agent shall
     designate a Settlement Date by delivering to each  Lender  a
<PAGE>

     Settlement Report not later than 12:00 noon (New York time) on
     the proposed Settlement Date, which Settlement Report will be in
     the form of Exhibit D hereto and shall be with respect to the
     period beginning on the next preceding Settlement Date and ending
     on such designated Settlement Date.

         (2)  Non-Ratable Loans and Payments.  Between Settlement Dates,
     the Agent shall request and the Settlement Lender may (but shall
     not  be  obligated to) advance to the Borrowers out  of  the
     Settlement Lender's own funds, the entire principal amount of any
     Revolving Credit Loan requested or deemed requested pursuant to
     Section 2.2(a) (any such Revolving Credit Loan being referred to
     as a "Non-Ratable Loan").  The making of each Non-Ratable Loan by
     the Settlement Lender shall be deemed to be a purchase by the
     Settlement Lender of a 100% participation in each other Lender's
     Commitment Percentage of the amount of such Non-Ratable Loan.
     All payments of principal, interest and any other amount with
     respect to such Non-Ratable Loan shall be payable to and received
     by the Agent for the account of the Settlement Lender.  Upon
     demand by the Settlement Lender, with notice thereof to  the
     Agent, each other Lender shall pay to the Settlement Lender, as
     the repurchase of such participation, an amount equal to 100% of
     such Lender's Commitment Percentage of the principal amount of
     such  Non-Ratable Loan.  Any payments received by the  Agent
     between Settlement Dates which in accordance with the terms of
     this  Agreement  are to be applied to the reduction  of  the
     outstanding principal balance of Revolving Credit Loans, shall be
     paid  over to and retained by the Settlement Lender for such
     application, and such payment to and retention by the Settlement
     Lender shall be deemed, to the extent of each other Lender's
     Commitment Percentage of such payment, to be a purchase by each
     such other Lender of a participation in the Revolving Credit
     Loans (including the repurchase of participations in Non-Ratable
     Loans) held by the Settlement Lender.  Upon demand by another
     Lender, with notice thereof to the Agent, the Settlement Lender
     shall pay to the Agent, for the account of such other Lender, as
     a repurchase of such participation, an amount equal to such other
     Lender's  Commitment Percentage of any such  amounts  (after
     application thereof to the repurchase of any participations of
     the  Settlement  Lender  in such other  Lender's  Commitment
     Percentage of any Non-Ratable Loans) paid only to the Settlement
     Lender by the Agent.

         (3)  Net Decrease in Outstandings.  If on any Settlement Date the
     increase,  if any, in the dollar amount of any Lender's  Net
     Outstandings which is required to comply with the first sentence
     of  Section  4.7(b)  is less than such  Lender's  Commitment
     Percentage of amounts received by the Agent but paid only to the
     Settlement Lender since the next preceding Settlement Date, such
     Lender and the Agent, in their respective records, shall apply
<PAGE>

     such  Lender's Commitment Percentage of such amounts to  the
     increase in such Lender's Net Outstandings, and the Settlement
     Lender shall pay to the Agent, for the account of such Lender,
     the excess allocable to such Lender.

         (4)  Net Increase in Outstandings.  If on any Settlement Date the
     increase,  if any, in the dollar amount of any Lender's  Net
     Outstandings which is required to comply with the first sentence
     of Section 4.7(b) exceeds such Lender's Commitment Percentage of
     amounts received by the Agent but paid only to the Settlement
     Lender since the next preceding Settlement Date, such Lender and
     the Agent, in their respective records, shall apply such Lender's
     Commitment Percentage of such amounts to the increase in such
     Lender's Net Outstandings, and such Lender shall pay to  the
     Agent, for the account of the Settlement Lender, any excess.

         (5)  No Change in Outstandings.  If a Settlement Report indicates
     that no Revolving Credit Loans have been made during the period
     since the next preceding Settlement Date, then such Lender's
     Commitment Percentage of any amounts received by the Agent but
     paid  only  to the Settlement Lender shall be  paid  by  the
     Settlement Lender to the Agent, for the account of such Lender.
     If a Settlement Report indicates that the increase in the dollar
     amount of a Lender's Net Outstandings which is required to comply
     with the first sentence of Section 4.7(b) is exactly equal to
     such Lender's Commitment Percentage of amounts received by the
     Agent but paid only to the Settlement Lender since the  next
     preceding Settlement Date, such Lender and the Agent, in their
     respective  records,  shall apply such  Lender's  Commitment
     Percentage of such amounts to the increase in such Lender's Net
     Outstandings.

         (6)  Return of Payments.  If any amounts received by the
     Settlement Lender in respect of the Secured Obligations are later
     required to be returned or repaid by the Settlement Lender to the
     Borrowers   or   any  other  obligor  or  their   respective
     representatives or successors in interest, whether by  court
     order,  settlement or otherwise, in excess of the Settlement
     Lender's Commitment Percentage of all such amounts required to be
     returned by all Lenders, each other Lender shall, upon demand by
     the Settlement Lender with notice to the Agent, pay to the Agent
     for the account of the Settlement Lender, an amount equal to the
     excess of such Lender's Commitment Percentage of all such amounts
     required to be returned by all Lenders over the amount, if any,
     returned directly by such Lender.
<PAGE>

         (7)  Payments to Agent, Lenders. (A) Payment by any Lender to the
     Agent shall be made not later than 1:00 p.m. (New York time) on
     the  Business Day such payment is due, provided that if such
     payment is due on demand by another Lender, such demand is made
     on the paying Lender not later than 11:00 a.m. (New York time) on
     such Business Day.  Payment by the Agent to any Lender shall be
     made by wire transfer, promptly following the Agent's receipt of
     funds for the account of such Lender and in the type of funds
     received by the Agent, provided that if the Agent receives such
     funds at or prior to 1:00 p.m. (New York time), the Agent shall
     pay such funds to such Lender by 2:00 p.m. (New York time) on
     such Business Day.  If a demand for payment is made after the
     applicable time set forth above, the payment due shall be made by
     2:00 p.m. (New York time) on the first Business Day following the
     date of such demand.

         (B)   If  a Lender shall, at any time, fail to make  any
     payment to the Agent required hereunder, the Agent may,  but
     shall  not  be  required  to,  retain  payments  that  would
     otherwise  be made to such Lender hereunder and  apply  such
     payments  to such Lender's defaulted obligations  hereunder,
     at  such time, and in such order, as the Agent may elect  in
     its sole discretion.

         (C)   With  respect to the payment of  any  funds  under
     this  Section 4.7(c), whether from the Agent to a Lender  or
     from  a Lender to the Agent, the party failing to make  full
     payment  when due pursuant to the terms hereof  shall,  upon
     demand  by  the  other party, pay such amount together  with
     interest on such amount at the Prime Option.

         (3)  Settlement of Other Obligations.  All other amounts received
by  the  Agent  on  account of, or applied by the  Agent  to  the
payment   of,   any  Secured  Obligation  owed  to  the   Lenders
(including,  without  limitation, fees  payable  to  the  Lenders
pursuant  to Sections 4.2(d) and (e) and proceeds from  the  sale
of,  or other realization upon, all or any part of the Collateral
following an Event of Default) that are received by the Agent  on
or  prior to 1:00 p.m. (New York time) on a Business Day will  be
paid  by  the Agent to each Lender on the same Business Day,  and
any  such amounts that are received by the Agent after 1:00  p.m.
(New  York time) will be paid by the Agent to each Lender on  the
following  Business  Day.  Unless otherwise  stated  herein,  the
Agent  shall  distribute fees payable to the Lenders pursuant  to
Section  4.2(d)  and  (e) ratably to the Lenders  based  on  each
Lender's Commitment Percentage and shall distribute proceeds from
the  sale of, or other realization upon, all or any part  of  the
Collateral  following an Event of Default ratably to the  Lenders
based on the amount of the Secured Obligations then owing to each
Lender.

         SECTION 1.22   Increased Costs and Reduced Returns. Borrowers
agree that if (i)  any law hereafter in  effect  or  (ii)  any
request,  guideline  or  directive of any Governmental  Authority
(whether  or  not  having the force of law  and  whether  or  not
<PAGE>

failure  to comply therewith would be unlawful) not in effect  as
of the Effective Date with respect to any law now or hereafter in
effect  (and whether or not any such law is presently  applicable
to any Lender) or the interpretation or administration thereof by
any  Governmental Authority, shall either (y)(A) impose,  affect,
modify  or deem applicable any reserve, special deposit,  capital
maintenance or similar requirement against any Loan,  (B)  impose
on  such  Lender  any other condition regarding  any  Loan,  this
Agreement, any Note or the facilities provided hereunder, or  (C)
result  in  any requirement regarding capital adequacy (including
any  risk-based capital guidelines) affecting such  Lender  being
imposed  or modified or deemed applicable to such Lender  or  (z)
subject  such Lender to any taxes on the recording, registration,
notarization or other formalization of the Loans or any Note, and
the  result of any event referred to in clause (i) or (ii)  above
shall  be to increase the cost to such Lender of making,  funding
or  maintaining  any  Loan or to reduce the  amount  of  any  sum
receivable  by  such Lender or such Lender's rate  of  return  on
capital with respect to any Loan to a level below that which such
Lender  could have achieved but for such imposition, modification
or  deemed applicability (taking into consideration such Lender's
policies with respect to capital adequacy) by an amount deemed by
such Lender (in the exercise of its reasonable discretion) to  be
material,  then,  upon  demand by such  Lender,  Borrowers  shall
immediately pay to such Lender additional amounts which shall  be
sufficient to compensate such Lender for such increased cost, tax
or  reduced rate of return.  A certificate of such Lender to  the
Borrowers claiming compensation under this Section 4.8  shall  be
final, conclusive and binding on all parties for all purposes  in
the  absence of manifest error.  Such certificate shall set forth
the  nature  of  the occurrence giving rise to such compensation,
the  additional amount or amounts to be paid to it hereunder  and
the method by which such amounts were determined.  In determining
such  amount,  such Lender may use any reasonable  averaging  and
attribution methods. Notwithstanding anything to the contrary  in
this  Section  4.8, (i) the Borrower shall not be liable  to  any
such  Lender(s) for any costs, taxes or reduced rates  of  return
which  were  incurred or paid by such Lender(s) more than  ninety
(90)  days prior to the date of the certificate of Lender  to  be
delivered to the Borrower pursuant to this Section 4.8  and  (ii)
if  the costs, taxes or reduced rates of return incurred or  paid
by the Lender(s) at any time during the term hereof exceed in the
aggregate $250,000 and, in the future any addtional costs,  taxes
or  reduced  rates  of return may be mitigated  by  changing  the
location of such Lender(s) office for administration of the Loans
to  another  existing  loan office of such Lender(s)  within  the
United   States  of  America  then  such  Lender(s)   shall   use
commercially reasonable efforts to move the administration of the
Loans and this Agreement to such other existing loan office.
<PAGE>

                           ARTICLE 5

                      CONDITIONS PRECEDENT

         SECTION 1.23   Conditions Precedent to Revolving Credit Loans.
Notwithstanding  any  other  provision  of  this  Agreement,  the
initial  Revolving  Credit Loan will not be made,  nor  will  any
Letter of Credit be issued, until the fulfillment of each of  the
following  conditions  prior  to or  contemporaneously  with  the
making  of  the first to be made of such Loans (unless waived  in
writing by the Agent):

         (1)  Fees.   Borrowers shall have paid all of the fees payable on
the   Effective  Date  referred  to  herein,  including,  without
limitation,  the  Closing  Fee,  the  Syndication  Fee  and   the
Collateral Monitoring Fee.

         (2)   Security Interests.  The Agent shall have received
satisfactory evidence that the Agent (for the benefit  of  itself
and  the  Lenders)  has  a  valid and  perfected  first  priority
security  interest  as  of  the Effective  Date  in  all  of  the
Collateral, subject only to Permitted Liens.

         (3)  Closing Documents.  The Agent shall have received each of
the  following  documents, all of which shall be satisfactory  in
form  and  substance  to the Agent and its  counsel  and  to  the
Lenders:

         (1)  a certificate of the Secretary or Assistant Secretary of
     each of the Borrowers in the form attached hereto as Exhibit L
     with the required attachments thereto;

         (2)  a certificate evidencing the good standing of each Borrower
     in the jurisdiction of its incorporation;

         (3)  copies of all financial statements referred to in Section
     6.1(m) and meeting the requirements thereof,

         (4)  signed opinions of Proskauer Rose LLP and local counsel in
     Missouri, Georgia and New Jersey reasonably acceptable to the
     Agent,  as  counsel  for the Borrowers and  the  Guarantors,
     substantially in the form attached hereto as Exhibit D, opining
     as  to  such  matters  in connection with  the  transactions
     contemplated by this Agreement as the Agent or  its  special
     counsel may reasonably request,

         (5)  the Financing Statements duly executed and delivered by the
     Borrowers and acknowledgment copies evidencing the filing of such
     Financing Statements in each jurisdiction where such filing may
     be necessary or appropriate to perfect the Security Interest;
<PAGE>

         (6)  certificates or binders of insurance relating to each of the
     policies of insurance covering any of the Collateral together
     with loss payable clauses which comply with the terms of Section
     8.7,

         (7)  a certificate of the President or a Financial Officer of
     each Borrower in the form attached hereto as Exhibit K.

         (8)  a Borrowing Base Certificate and a Schedule of Receivables,
     prepared as of the Effective Date,

         (9)  an original Power of Attorney, substantially in the form of
     Exhibit H hereto, as executed by the Borrowers in favor of Agent;

         (10) Agency Account Agreements, each duly executed by a Borrower
     and the Clearing Bank party thereto, or such other agreements
     with Agent regarding each of the Borrowers' Lockboxes, Lockbox
     Accounts and other cash and deposit accounts, as requested by
     Agent;

         (11) an initial Notice of Proposed Advance, in the form of
     Exhibit B hereto, from the Borrowers to the Agent requesting the
     initial  Revolving Credit Loan and specifying the method  of
     disbursement;

         (12) copies of all of the most recent existing reports from a
     qualified  environmental engineering firm or other qualified
     consultant acceptable to the Agent with respect to investigations
     and audits of all Real Estate;

         (13) copies of each of the other Loan Documents duly executed by
     the parties thereto, together with evidence satisfactory to the
     Agent of the due authorization and binding effect of each such
     Loan Document on such party,

         (14) a twelve (12) month consolidated cash budget projection
     prepared by the Borrowers in the form provided by the Agent; and

         (15) such other documents and instruments as the Agent or any
     Lender may reasonably request.

         (4)  Guarantor Documents.  The Agent shall have received each of
the  following  documents, all of which shall be satisfactory  in
form  and substance to the Agent and its special counsel  and  to
the Lenders:
<PAGE>

         (1)  a certificate of the Secretary or Assistant Secretary of
     each of the Guarantors, in the form of Exhibit L hereto;

         (2)  a certificate of the President or Financial Officer of each
     Guarantor, in the form of Exhibit K hereto;

         (3)  a certificate evidencing the good standing of each Guarantor
     in the jurisdiction of its incorporation;

         (4)  the Guaranty Agreement, duly executed and delivered by each
     Guarantor; and

         (5)  such other documents and instruments as the Agent or any
     Lender may reasonably request.

         (5)  Notes.  Each Lender shall have received a Revolving Credit
Note duly executed and delivered by the Borrowers, complying with
the terms of Sections 2.4.

         (6)  Other Security Documents.  The Agent shall have received
each  Security  Document (except for those  to  be  executed  and
delivered after the Effective Date pursuant to Section 7.3), duly
executed and delivered by the Borrowers.

         (7)  Availability.  The Agent shall be provided with evidence
satisfactory  to it, confirmed by a certificate  of  a  Financial
Officer  of  Trism, that as of the Effective Date,  after  giving
effect to the initial Advances and the issuance of any Letters of
Credit on the Effective Date, Borrowing Base Availability is  not
less than $8,000,000.

         (8)  No Injunctions, Etc.  No action, proceeding, investigation,
regulation  or legislation shall have been instituted, threatened
or  proposed before any court, governmental agency or legislative
body  to  enjoin, restrain, or prohibit, or to obtain damages  in
respect  of,  or  which  is related to  or  arises  out  of  this
Agreement  or  the consummation of the transactions  contemplated
hereby  or  which,  in the Lenders' reasonable discretion,  would
make  it  inadvisable to consummate the transactions contemplated
by this Agreement.

         (9)  Material Adverse Change.  As of the Effective Date, and
except   as  disclosed  in  the  unaudited  financial  statements
described  in  Section 6.1(m), there shall not have occurred  any
change  which  is  materially  adverse,  in  the  Lenders'   sole
discretion,  to the assets, liabilities, businesses,  operations,
condition  (financial or otherwise) or prospects of the Borrowers
from  those  presented  by  the  unaudited  financial  statements
described in Section 6.1(m).
<PAGE>

         (10) Release of Security Interests.  The Lender shall have
received   evidence  satisfactory  to  it  of  the  release   and
termination of all Liens other than Permitted Liens.

         (11) Commitment Letter.  Agent shall have received evidence
satisfactory  to it that the Borrowers have complied  fully  with
the terms of the Commitment Letter.

         (12) Due Diligence.  The Agent shall have completed, with results
satisfactory to it in its sole discretion, its legal  credit  and
business  due  diligence  in respect  of  the  Borrower  and  the
Guarantors  and  their  respective subsidiaries  and  affiliates,
including,   without  limitation,  review  of  the   Subordinated
Indenture  and  background reviews with respect to  Trism,  James
Revie and James Overley.

         (13) Cash Account.  The Borrowers shall have established a system
of  lockbox accounts and other bank accounts with respect to  the
collection of Receivables as shall be acceptable to Agent, in its
sole discretion.

         SECTION 1.24   All Loans: Letters of Credit.  At the time of
making of each Loan, including the initial Revolving Credit  Loan
and  all  subsequent Loans, and the issuance of  each  Letter  of
Credit:

         (1)  all of the representations and warranties made or deemed to
be  made  under this Agreement shall be true and correct at  such
time  both with and without giving effect to the Loan to be  made
at such time and the application of the proceeds thereof,

         (2)  the corporate actions of each of the Borrowers, including
shareholder  approval if necessary, to authorize  the  execution,
delivery  and  performance  of this  Agreement,  the  other  Loan
Documents and the borrowings hereunder shall remain in full force
and  effect and the incumbency of officers shall be as stated  in
the  certificates  of  incumbency delivered pursuant  to  Section
5.1(c)(i)  or  as  subsequently  modified  and  reflected  in   a
certificate of incumbency delivered to the Agent, and

         (3)  each request and deemed request for any Advance hereunder
shall  be  deemed to be a certification by the Borrowers  to  the
Agent  and  the  Lenders as to the matters set forth  in  Section
5.2(a)  and  (b)  and  the  Agent  may,  without  waiving  either
condition,  consider the conditions specified in Sections  5.2(a)
and  (b) fulfilled and a representation by the Borrowers to  such
effect made, if no written notice to the contrary is received  by
the Agent prior to the making of the Loan then to be made.
<PAGE>

                           ARTICLE 6

          REPRESENTATIONS AND WARRANTIES OF BORROWERS

         SECTION 1.25   Representations and Warranties.  The Borrowers,
jointly and severally, represent and warrant to the Agent and  to
the Lenders as follows:

         (1)  Organization; Power; Qualification; FEIN.  Each of the
Borrowers  and  each  of the Guarantors is  a  corporation,  duly organized, 
validly existing and in good standing under  the  laws of the jurisdiction 
of its incorporation, has the corporate power and  authority to own its 
properties and to carry on its business as now being and hereafter proposed 
to be conducted and is  duly qualified and authorized to do business in each 
jurisdiction in which failure to be so qualified and authorized would have a
Materially Adverse Effect.   The jurisdictions in which each Borrower is 
qualified to do business as a foreign corporation are listed on Schedule 
6.1(a).  Schedule 6.1(a) lists the federal employer identification number 
of each Borrower and each Guarantor.

         (2)  Subsidiaries and Ownership of the Borrowers.  Except for as
disclosed on Schedule 6.1(b), the Borrowers have no Subsidiaries. The 
outstanding stock of each Borrower has been duly and validly issued and is 
fully paid and nonassessable by such Borrower and the number and owners of 
such shares of capital stock of such Borrower are set forth on Schedule 
6.1(b).  Except as set forth on Schedule 6.1(b), there are no outstanding 
rights to purchase, options, warrants or similar rights or agreements  
pursuant to which any Borrower may be required to issue, sell, repurchase  
or redeem any of its stock or other equity securities or any  stock or other 
equity securities of its Subsidiaries.

         (3)  Authorization of Agreement, Notes, Loan Documents and 
Borrowing.  Each of the Borrowers and each of the Guarantors has the right  
and power and has taken all necessary action to authorize it to execute, 
deliver and perform each of the Loan Documents to which it is a party in  
accordance with their respective terms.  Each of the Loan Documents to 
which it is a party have been duly executed and delivered by the duly 
authorized officers of each Borrower or each Guarantor, as the case may be,  
and each is, or when executed and delivered in accordance with this 
Agreement will be, a legal, valid and binding obligation of each Borrower 
or each Guarantor, as the case may be, enforceable in accordance with 
its terms.

         (4)  Compliance of Agreement, Notes, Loan Documents and Borrowing
with Laws, Etc.  The execution, delivery and performance of each of the Loan 
Documents to which each Borrower or each Guarantor, as the case may be, is a  
party in accordance with their respective terms and the borrowings hereunder 
<PAGE>

do not and will not, by the passage of time, the giving of notice or 
otherwise,

         (1)  require any Governmental Approval or violate any applicable
     law  relating to any Borrower, any Guarantor or any of their
     Affiliates,

         (2)  conflict with, result in a breach of or constitute a default
     under (A) the articles or certificate of incorporation or by-laws
     of any Borrower or any Guarantor, (B) any indenture, agreement or
     other instrument to which any Borrower or any Guarantor is a
     party or by which any of their property may be bound or (C) any
     Governmental Approval relating to any Borrower or any Guarantor,
     or,

         (3)  result in or require the creation or imposition of any Lien
     upon  or with respect to any property now owned or hereafter
     acquired by any Borrower or any Guarantor other than the Security
     Interest.

         (5)  Business.  Each Borrower is engaged principally in the
business described on Schedule 6.1(e).

         (6)  Compliance with Law, Governmental Approvals.

         (1)  Except as set forth in Schedule 6.1(f), each Borrower

               (A)   has  all  material  Governmental  Approvals,
         including  permits relating to federal, state and  local
         Environmental   Laws,   ordinances   and    regulations,
         required  by  any Applicable Law for it to  conduct  its
         business, each of which is in full force and effect,  is
         final  and  not subject to review on appeal and  is  not
         the  subject of any pending or, to the knowledge of such
         Borrower,  threatened  attack by  direct  or  collateral
         proceeding, and

               (B)    is   in   compliance  with  each   material
         Governmental   Approval  applicable   to   it   and   in
         compliance  with  all  other  material  Applicable  Laws
         relating  to  it, including, without being  limited  to,
         all   material  Environmental  Laws  and  all   material
         occupational health and safety laws applicable  to  such
         Borrower,  any  of its Subsidiaries or their  respective
         properties,

     except  for  instances  of noncompliance  which  would  not,
     singly  or  in the aggregate, cause a Default  or  Event  of
     Default or have a Materially Adverse Effect on such Borrower
     and  its  Subsidiaries as a whole and in  respect  of  which
     reserves  in respect of such Borrower's or such Subsidiary's
<PAGE>

     reasonably   anticipated  liability   therefor   have   been
     established   on  the  books  of  such  Borrower   or   such
     Subsidiary, as applicable.

         (2)  Without limiting the generality of the above, except as
     disclosed on a report delivered pursuant to Section 5.1(c)(xii)
     or (xiii) or with respect to matters which could not reasonably
     be expected to have, singly or in the aggregate, a Materially
     Adverse Effect on any Borrower and its Subsidiaries as a whole:

               (A)   the operations of such Borrower and each  of
         its  Subsidiaries comply in all material  respects  with
         all   applicable   environmental,  health   and   safety
         requirements of Applicable Law;

               (B) such Borrower and each of its Subsidiaries has
         obtained  all  environmental, health and safety  permits
         necessary  for its operation, and all such  permits  are
         in  good  standing and such Borrower  and  each  of  its
         Subsidiaries  is in compliance in all material  respects
         with all terms and conditions of such permits;

               (C)    neither  such  Borrower  nor  any  of   its
         Subsidiaries  nor  any  of their respective  present  or
         past  property or operations are subject  to  any  order
         from  or  agreement with any public authority or private
         party  respecting  (x)  any  environmental,  health   or
         safety  requirements of Applicable Law, (y) any Remedial
         Action,  or  (z) any liabilities and costs arising  from
         the  Release or threatened Release of a Contaminant into
         the   environment,  except  for  past   properties   and
         operations covered in full by the Seller Indemnity;

               (D)  none of the operations of such Borrower or of
         any  of  its Subsidiaries is subject to any judicial  or
         administrative  proceeding alleging a violation  of  any
         environmental,   health   or   safety   requirement   of
         Applicable Law;

               (E) to the knowledge of such Borrower, none of the
         present nor past operations of such Borrower or  any  of
         its Subsidiaries is the subject of any investigation  by
         any  public  authority evaluating whether  any  Remedial
         Action  is  needed to respond to a Release or threatened
         Release  of  a Contaminant into the environment,  except
         for  past  operations  covered in  full  by  the  Seller
         Indemnity;

               (F)    neither  such  Borrower  nor  any  of   its
         Subsidiaries has filed any notice under any  requirement
<PAGE>

         of  Applicable Law indicating past or present treatment,
         storage  or disposal of a hazardous waste, as that  term
         is   defined  under  40  CFR  Part  261  or  any   state
         equivalent;

               (G)    neither  such  Borrower  nor  any  of   its
         Subsidiaries has filed any notice under any  requirement
         of  Applicable Law reporting a Release of a  Contaminant
         into the environment, except for instances in which  the
         Release has been remedied in strict compliance with  all
         Environmental Laws;

               (H)  except in compliance in all material respects
         with  applicable Environmental Laws, during  the  course
         of   such   Borrower's  or  any  of  its   Subsidiaries'
         ownership  of or operations on the Real Estate,  to  the
         best  of  such Borrower's knowledge, there have been  no
         generation,  treatment, recycling, storage  or  disposal
         of  hazardous  waste, as that term is defined  under  40
         CFR   Part   261  or  any  state  equivalent,   use   of
         underground  storage tanks or surface impoundments,  use
         of    asbestos-containing   materials,   or    use    of
         polychlorinated biphenyls (PCB) used in hydraulic  oils,
         electrical transformers or other equipment;

               (I)    neither  such  Borrower  nor  any  of   its
         Subsidiaries  has  entered  into  any  negotiations   or
         agreements   with   any   Person   (including,   without
         limitation,  any prior owner of any of the  Real  Estate
         or  other  property  of  such Borrower  or  any  of  its
         Subsidiaries)  relating  to  any  Remedial   Action   or
         environmental related claim;

               (J)    neither  such  Borrower  nor  any  of   its
         Subsidiaries  has received any notice or  claim  to  the
         effect  that it is or may be liable to any Person  as  a
         result  of  the  Release  or  threatened  Release  of  a
         Contaminant  into the environment, except  for  Releases
         covered in full by the Seller Indemnity;

               (K)    neither  such  Borrower  nor  any  of   its
         Subsidiaries  has any material contingent  liability  in
         connection  with  any Release or threatened  Release  of
         any   Contaminant  into  the  environment,  except   for
         Releases covered in full by the Seller Indemnity;

               (L)  no Environmental Lien has attached to any  of
         the  Real  Estate or other property of such Borrower  or
         of any of its Subsidiaries;

               (M)   the  presence and condition of all asbestos-
         containing  material which is on or  part  of  the  Real
         Estate   (excluding  any  raw  materials  used  in   the
         manufacture of products or products themselves)  do  not
<PAGE>

         violate   in   any   material  respect   any   currently
         applicable requirement of Applicable Law; and

               (N)    neither  such  Borrower  nor  any  of   its
         Subsidiaries  manufactures, distributes  or  sells,  and
         has   not,   in   the   past  20  years,   manufactured,
         distributed  or  sold, products which contain  asbestos-
         containing material.

               (O)  Such Borrower hereby acknowledges and  agrees
         that  Agent  (i) is not now, and has not ever  been,  in
         control  of  any  of  the Real Estate  or  any  of  such
         Borrower's   affairs,  and  (ii)  does  not   have   the
         capacity  through the provisions of the  Loan  Documents
         or  otherwise to influence such Borrower's conduct  with
         respect  to  the ownership, operation or  management  of
         any  of its Real Estate or compliance with Environmental
         Laws or Environmental Permits.

         (3)  Schedule 6.1(f) sets forth each notice of a material
     violation of any Environmental Laws and occupational health and
     safety laws applicable to any Borrower, any of their respective
     Subsidiaries or any of their respective properties.

         (7)  Titles to Properties.  Except as set forth in Schedule
6.1(g),  each Borrower and each of its Subsidiaries is  the  sole
owner  of  and  has  good and marketable  title  to  or  a  valid
leasehold  interest  in all its owned Real Estate,  is  the  sole
owner  of  and has valid and legal title to or a valid  leasehold
interest in all personal property and assets used in or necessary
to  the conduct of its business.  Each Borrower has received  all
deeds,   assignments,  waivers,  consents,  non-disturbance   and
recognition  or  similar  agreements, bills  of  sale  and  other
documents,  and  has  duly effected all recordings,  filings  and
other  actions necessary to establish, protect and  perfect  such
Borrower's  right, title and interest in and  to  all  such  Real
Estate  and  other properties and assets.  Schedule  6.1(g)  also
describes any purchase options, rights of first refusal or  other
similar contractual rights pertaining to any Real Estate.  As  of
the  Effective Date, no portion of any Borrower's Real Estate has
suffered any material damage by fire or other casualty loss which
has  not  heretofore been repaired and restored in  all  material
respects to its original condition or otherwise remedied.  As  of
the  Effective Date, all material permits required to  have  been
issued  or  appropriate to enable the Real Estate to be  lawfully
occupied  and  used for all of the purposes for  which  they  are
currently occupied and used have been lawfully issued and are  in
full force and effect.

         (8)  Liens.  Except as set forth in Schedule 6.1(h), none of the
properties   and  assets  of  any  Borrower  or  any  Subsidiary,
including, without limitation, the Collateral, is subject to  any
<PAGE>

Lien,   except   Permitted  Liens.   Other  than  the   Financing
Statements,  no financing statement under the Uniform  Commercial
Code  of any state which names any Borrower or any Subsidiary  as
debtor  and which has not been terminated has been filed  in  any
state  or  other jurisdiction, and no Borrower nor any Subsidiary
has signed any such financing statement or any security agreement
authorizing  any  secured  party  thereunder  to  file  any  such
financing  statement,  except to perfect those  Liens  listed  in
Schedule 6.1(h) and Permitted Liens.

         (9)  Indebtedness and Guaranties.  Set forth on Schedule 6.1(i)
is  a  complete  and  correct listing of all of  each  and  every
Borrower's  and  its  Subsidiaries' (i)  Indebtedness  for  Money
Borrowed  and  (ii)  Guaranties of  obligations  of  Persons  and
entities  other  than the obligations of other Borrowers  or  the
Guarantors.   There is no Indebtedness owing by any  Borrower  or
any  Guarantor to any Affiliate of any Borrower or any Guarantor.
Other than as previously disclosed to Agent, no Borrower nor  any
Subsidiary  is  in  default  of any  material  provision  of  any
agreement  evidencing  or relating to any  such  Indebtedness  or
Guaranty.

         (10) Litigation.  Except as set forth on Schedule 6.1(j), there
are  no  actions,  suits  or proceedings  pending  (nor,  to  the
knowledge  of any of the Borrowers, are there any actions,  suits
or  proceedings  threatened, nor is  there  any  basis  therefor)
against  or  in any other way relating adversely to or  affecting
any Borrower or any Subsidiary or any of their property, or which
challenge any Borrower's right or power to enter into or  perform
any of its obligations under the Loan Documents to which it is  a
party, or the validity or enforceability of any Loan Document  or
any   action  taken  thereunder,  in  any  court  or  before  any
arbitrator  of  any  kind or before or by any governmental  body,
which,  individually  or in the aggregate,  could  reasonably  be
expected  to  have a Material Adverse Effect on any Borrower  and
its Subsidiaries, as a whole.

         (11) Tax Returns and Payments.  Except as set forth on Schedule
6.1(k),  all United States federal, state and local  as  well  as
foreign  national, provincial and local and other tax returns  of
each Borrower and each of its Subsidiaries required by Applicable
Law  to  be  filed  have been duly filed, and all  United  States
federal,  state  and local and foreign national,  provincial  and
local and other taxes, assessments and other governmental charges
or  levies  upon  such Borrower and each of its Subsidiaries  and
such  Borrower's  and any of its Subsidiaries' property,  income,
profits  and  assets which are due and payable  have  been  paid,
except  any such nonpayment which is at the time permitted  under
Section  9.6. The charges, accruals and reserves on the books  of
each  Borrower and each of its Subsidiaries in respect of  United
States  federal, state and local and foreign national, provincial
and  local taxes for all fiscal years and portions thereof  since
the  organization  of such Borrower are in the judgment  of  such
Borrower  adequate,  and such Borrower  knows  of  no  reason  to
<PAGE>

anticipate  any  additional assessments for  any  of  such  years
which,  singly or in the aggregate, could reasonably be  expected
to have a Materially Adverse Effect on such Borrower.  Proper and
accurate  amounts  have been withheld by each Borrower  from  its
respective  employees  for  all  periods  in  full  and  complete
compliance with all applicable federal, state, local and  foreign
law and such withholdings have been timely paid to the respective
Governmental Authorities.  Schedule 6.1(k) sets forth as  of  the
Effective  Date those taxable years for which any Borrower's  tax
returns  are  currently being audited by the  IRS  or  any  other
applicable   Governmental  Authority  and  any   assessments   or
threatened  assessments  in  connection  with  such   audit,   or
otherwise currently outstanding.  Except as described on Schedule
6.1(k)  as  of  the Effective Date, no Borrower has  executed  or
filed  with  the  IRS  or  any other Governmental  Authority  any
agreement  or other document extending, or having the  effect  of
extending,  the  period  for  assessment  or  collection  of  any
Charges.  No Borrower and none of its respective predecessors are
liable  for  any Charges: (a) under any agreement (including  any
tax sharing agreements) or (b) to such Borrower's knowledge, as a
transferee.  As of the Effective Date, no Borrower has agreed  or
been  requested to make any adjustment under Code Section 481(a),
by  reason  of a change in accounting method or otherwise,  which
would have a Materially Adverse Effect.

         (12)  Burdensome Provisions.  No Borrower or any of  its
Subsidiaries  is  a party to any indenture, agreement,  lease  or
other   instrument,  or  subject  to  any  charter  or  corporate
restriction,  Governmental Approval or Applicable Law  compliance
with  the terms of which could reasonably be expected to  have  a
Materially  Adverse Effect on such Borrower and its Subsidiaries,
taken as a whole.

         (13) Financial Statements.  The Borrowers have furnished to the
Agent  and  the  Lenders a copy of (i) the  Consolidated  Balance
Sheet as at December 31, 1996 and the Consolidating Balance Sheet
as  at  December 31, 1996, and the related statements of  income,
cash  flow and retained earnings for the twelve-month period then
ended  and  (ii) their unaudited balance sheet as  at  March  30,
1997,  and the related statement of income for the 3-month period
then  ended.  Such financial statements are complete and  correct
and  present  fairly and in all material respects  in  accordance
with  GAAP,  the financial position of the Borrowers  as  at  the
dates thereof and the results of operations of the Borrowers  for
the periods then ended.  Except as disclosed or reflected in such
financial statements, the Borrowers have no material liabilities,
contingent or otherwise, and there were no material unrealized or
anticipated losses of the Borrowers.
<PAGE>

         (14) Adverse Change.  Since the date of the financial statements
described  in  clause (i) of Section 6.1(m)  and  other  than  as
disclosed  in  the  unaudited financial statements  described  in
clause  (ii)  of Section 6.1(m), (i) no change in  the  business,
assets,  liabilities, condition (financial or otherwise), results
of operations or business prospects of the Borrowers has occurred
that  has had, or may have, a Materially Adverse Effect, and (ii)
no  event has occurred or failed to occur which has had,  or  may
have, a Materially Adverse Effect.

         (15) ERISA.  No Borrower or any Related Company maintains or
contributes  to (x) any Benefit Plan other than those  listed  on
Schedule  6.1(o) as of the Effective Date or (y) thereafter,  any
Title  IV  Plan other than those listed in Schedule 6.1(o).  Each
Benefit  Plan  is  in substantial compliance with  ERISA  to  the
extent  that ERISA is applicable, and no Borrower or any  Related
Company has received any notice asserting that a Benefit Plan  is
not  in compliance with ERISA.  No material liability to the PBGC
or  to  a  Multiemployer Plan has been, or  is  expected  by  any
Borrower to be, incurred by such Borrower or any Related Company.
Copies  of  all such listed Plans, together with a  copy  of  the
latest  form  5500  for each such Plan, have  been  delivered  to
Agent.  No Borrower or any ERISA Affiliate has failed to make any
contribution or pay any amount due as required by either  Section
412  of the Code or Section 302 of ERISA or the terms of any such
Plan.   No  Borrower  or any ERISA Affiliate  has  engaged  in  a
prohibited transaction, as defined in Section 4975 of  the  Code,
in connection with any Plan, which would subject such Borrower to
a material tax on prohibited transactions imposed by Section 4975
of  the  Code.   Except as set forth in Schedule 6.1(o):  (i)  no
Title  IV Plan has any Unfunded Vested Accrued Benefits in excess
of  $0; (ii) no ERISA Event or event described in Section 4062(e)
of  ERISA  with respect to any Title IV Plan has occurred  or  is
reasonably expected to occur; (iii) there are no pending,  or  to
the  knowledge  of  any Borrower, threatened claims  (other  than
claims for benefits in the normal course), sanctions, actions  or
lawsuits,  asserted or instituted against any Plan or any  Person
as  fiduciary  or  sponsor of any Plan; (iv) no Borrower  or  any
ERISA  Affiliate has incurred or reasonably expects to incur  any
liability as a result of a complete or partial withdrawal from  a
Multiemployer Plan; (v) within the last five years  no  Title  IV
Plan  with  Unfunded  Pension Liabilities  has  been  transferred
outside  of the "controlled group" (within the meaning of Section
4001(a)(14) of ERISA) of any Borrower or any ERISA Affiliate; and
(vi) no liability under any Title IV Plan has been satisfied with
the  purchase of a contract from an insurance company that is not
rated  AAA by the Standard & Poor's Corporation or the equivalent
by another nationally recognized rating agency.

         (16) Absence of Defaults.  No Borrower or any of its Subsidiaries
is  in default under its articles or certificate of incorporation
or  by-laws  and  no  event  has occurred,  which  has  not  been
<PAGE>

remedied,  cured  or waived, which constitutes a  Default  or  an
Event of Default, or which constitutes, or which with the passage
of  time  or giving of notice or both would constitute, a default
or  event  of default by such Borrower or any of its Subsidiaries
under  any  material  agreement (other than  this  Agreement)  or
judgment,  decree or order to which such Borrower or any  of  its
Subsidiaries  is a party or by which such Borrower,  any  of  its
Subsidiaries   or  any  of  such  Borrower's  or   any   of   its
Subsidiaries' properties may be bound or which would require such
Borrower or any of its Subsidiaries to make any payment under any
thereof prior to the scheduled maturity date therefor.

         (17) Accuracy and Completeness of Information.  All Schedules
hereto  and all material written information, reports  and  other
papers  and  data produced by or on behalf of the  Borrowers  and
furnished to the Agent or any Lender were, at the time  the  same
were so furnished, complete and correct in all material respects,
to the extent necessary to give the recipient a true and accurate
knowledge  of  the  subject matter.  No  fact  is  known  to  any
Borrower which has had, or may in the future have (so far as such
Borrower  can  foresee),  a Materially Adverse  Effect  upon  any
Borrower or any of its Subsidiaries which has not been set  forth
in  the financial statements or disclosure delivered prior to the
Effective Date, in each case referred to in Section 6.1(m), or in
such  written  information, reports or other papers  or  data  or
otherwise disclosed in writing to the Agent and the Lenders prior
to   the  Agreement  Date.   No  document  furnished  or  written
statement  made  to the Agent or any Lender by  any  Borrower  in
connection with the negotiation, preparation or execution of this
Agreement  or any of the Loan Documents contains or will  contain
any  untrue  statement of a fact material to the creditworthiness
of  any  Borrower or omits or will omit to state a material  fact
necessary  in order to make the statements contained therein  not
misleading.

         (18) Solvency.  In each case after giving effect to the 
Indebtedness represented by the Loans outstanding and to be incurred, the 
transactions contemplated by this Agreement, each Borrower and each of its 
Subsidiaries is solvent, having assets of a fair salable value which exceeds 
the amount required to pay its debts as they become absolute and matured 
(including contingent, subordinated, unmatured and unliquidated 
liabilities), and each Borrower and each of its Subsidiaries is able to and 
anticipates that it will be able to meet its debts as they mature and has 
adequate capital to conduct the business in which it is or proposes to be 
engaged.

         (19) Receivables.

         (1)  Status.  Each Receivable reflected in the computations
     included in any Borrowing Base Certificate meets the criteria
     enumerated in clauses (a) through (o) of the definition of
     Eligible Receivables, except as disclosed in such Borrowing Base
     Certificate or as disclosed in a timely manner in a subsequent
     Borrowing Base Certificate or otherwise in writing to the Agent.
<PAGE>

         (2)  Chief Executive Office.  The chief executive office and
     principal place of business of each Borrower and the books and
     records relating to the Receivables and other Collateral is located 
     at the address or addresses set forth (i) on Schedule 6.1(s) or (ii) 
     in a written notice which complies with the applicable provisions of 
     Section 8.8 hereunder; no Borrower has maintained its chief executive 
     office or books and records relating to the Collateral at any other 
     address at any time during the five years immediately preceding the 
     Agreement Date.

         (20) Real Property.  No Borrower owns Real Estate or leases Real
Estate other than that Real Estate described on Schedule 6.1(t).

         (21) Corporate and Fictitious Names.  Except as otherwise disclosed  
on Schedule 6.1(u), during the five-year period preceding the Agreement Date, 
no Borrower or any predecessor thereof has been known as or used any 
corporate or fictitious name other than the corporate names of the Borrowers  
on the Effective Date.

         (22) Federal Reserve Regulations.  No Borrower or any of its 
Subsidiaries is engaged and none will engage, principally or as one of its  
important activities, in the business of  extending credit for the purpose 
of "purchasing" or "carrying" any "margin stock" (as each of the quoted 
terms is defined or used in Regulations G and U of the Board of Governors 
of the Federal Reserve System).  No Borrower owns any Margin Stock and no  
part of the proceeds of any of the Loans will be used for so purchasing or 
carrying margin stock or, in any event, for any purpose which violates, or 
which would be inconsistent with, the provisions of Regulation G, T, U or 
X of such Board of Governors. If requested by the Agent or any Lender, the 
Borrowers will furnish to the Agent and the Lenders a statement or 
statements in conformity with the requirements of said Regulation G, 
T, U or X to the foregoing effect.

         (23) Government Regulation.  No Borrower is an "investment company" 
or a company "controlled" by an "investment company" (as each of the quoted 
terms is defined or used in the Investment Company Act of 1940, as amended).
No Borrower is subject to regulation under the Public Utility Holding 
Company Act of 1935, the Federal Power Act, or any other federal or state 
statute that restricts or limits its ability to incur Indebtedness or to
perform its obligations hereunder. Assuming the accuracy  of  the 
representations set forth in Section 13.2 hereunder,  the  making of the 
Loans by  Lenders to Borrowers, the incurrence  of  the Letter of Credit  
<PAGE>

Obligations on behalf of Borrowers, the application of the proceeds thereof 
and repayment thereof and the consummation of the related transactions will 
not violate any provision of any such statute or any rule, regulation or 
order issued by the Securities and Exchange Commission.

         (24) Employee Relations.  Each Borrower and each of  its
Subsidiaries has a stable work force in place and is not,  except
as  set  forth  on  Schedule  6.1(x),  party  to  any  collective
bargaining  agreement nor has any labor union been recognized  as
the  representative of any Borrower's or any of its Subsidiaries'
employees,  and  no  Borrower knows  of  pending,  threatened  or
contemplated  strikes,  work stoppage  or  other  labor  disputes
involving any Borrower's or any of its Subsidiaries' employees.

         (25) Intellectual Property.  Each Borrower owns or possesses all
Intellectual Property required to conduct its business as now and
presently  planned  to be conducted without,  to  its  knowledge,
conflict  with the rights of others except as otherwise disclosed
on  Schedule  6.1(y),  and  Schedule 6.1(y)  lists  all  Material
Intellectual Property owned by any Borrower or which any Borrower
has the right to use.

         (26) Trade Names.  All trade names or styles under which any
Borrower creates Receivables, or to which instruments in  payment
of Receivables are made payable, are listed on Schedule 6.1(z).

         (27) Brokers.  No broker or finder acting on behalf of any
Borrower  brought about the obtaining, making or closing  of  the
Loans or the related transactions, and no Borrower has obligation
to  any  Person in respect of any finder's or brokerage  fees  in
connection therewith.

         (28) Insurance.  Schedule 6.1(bb) lists all insurance policies of
any  nature  maintained, as of the Effective  Date,  for  current
occurrences by any Borrower, as well as a summary of the terms of
each such policy.

         (29) Deposit and Controlled Disbursement Accounts.  Schedule
6.1(cc) lists all banks and other financial institutions at which
any  Borrower maintains deposits and/or other accounts as of  the
Effective  Date, including any Controlled Disbursement  Accounts,
and  such  Schedule  correctly identifies the name,  address  and
telephone  number  of  each depository, the  name  in  which  the
account is held, a description of the purpose of the account, and
the complete account number.
<PAGE>

         (30) Government Contracts.  Except as set forth in Schedule
6.1(dd), as of the Effective Date, no Borrower is a party to  any
contract or agreement with the federal government or any state or
municipal government and the Receivables are not subject  to  the
Federal  Assignment of Claims Act, as amended (31 U.S.C.  Section
3727) or any similar state or local law.

         (31) Customer and Trade Relations.  As of the Effective Date,
there exists no actual or, to the knowledge of any Borrower, threatened  
termination or cancellation of, or any material adverse modification or 
change in: the business relationship of any Borrower with any customer or 
group of customers whose purchases during the preceding twelve (12) months 
caused them to be ranked among the ten largest customers of any Borrower; 
or the business relationship of any Borrower with any supplier material
to its operations.

         (32) Agreements and Other Documents.

         (1)  As of the Effective Date, Borrowers have made available to
     Agent or its counsel, on behalf of Lenders, for their review,
     accurate  and complete copies (or summaries) of all  of  the
     following agreements or documents to which any it is subject and
     each of which are listed on Schedule 6.1(ff): supply agreements
     and purchase agreements not terminable by a Borrower within sixty
     (60) days following written notice issued by such Borrower and
     involving transactions in excess of $1,000,000 per annum; and any
     lease of equipment having a remaining term of one year or longer
     and requiring aggregate rental and other payments in excess of
     $500,000 per annum; and

         (2)  as of the Effective Date, Borrowers have provided to Agent
     or  its counsel, on behalf of Lenders, accurate and complete
     copies of (A) licenses and permits (other than state, municipal
     and other local licenses and permits in which case summaries
     thereof are acceptable to the Agent) held by a Borrower, the
     absence of which could be reasonably likely to have a Materially
     Adverse  Effect;  (B)  instruments or  documents  evidencing
     Indebtedness of a Borrower and any security interest granted by
     such Borrower with respect thereto; and (C) instruments  and
     agreements evidencing the issuance of any equity securities,
     warrants, rights or options to purchase equity securities of a
     Borrower.

         SECTION 1.26   Survival of Representation and Warranties, Etc.
All representations and warranties set forth in this Article 6 and all 
statements contained in any certificate, financial statement, or other 
instrument, delivered by or on behalf of the Borrowers pursuant to or in 
connection with this Agreement or any of the Loan Documents (including, 
but not limited to, any such representation, warranty or statement made 
in or in connection with any amendment thereto) shall constitute 
representations and warranties made under this Agreement.  All 
<PAGE>

representations and warranties made under this Agreement shall be made or  
deemed to be made at and as of the Agreement Date, at and as of the 
Effective Date and at and as of the date of each Loan, except that (i) 
representations and warranties which, by their terms are applicable only to 
one such date shall be deemed to be made only at and as of such date, and 
(ii) representations and warranties (x) which are applicable after, as well 
as on, the Effective Date and (y) which are also the subject of an express 
affirmative or negative covenant which is further conditioned or qualified,
shall be deemed conditioned or qualified, as to dates or times after the
Effective Date, in a manner equivalent to the conditions and qualifications 
set forth in such related affirmative or negative covenant.   All 
representations and warranties made or deemed to be made under this 
Agreement shall survive and not be waived by the execution and delivery of  
this Agreement, any investigation made by or on behalf of the Lenders or
any borrowing hereunder.

                           ARTICLE 7

                       SECURITY INTEREST

         SECTION 1.27   Security Interest.

         (1)  To secure the payment, observance and performance of the
Secured Obligations, the Borrowers hereby, jointly and severally, mortgage, 
pledge and assign all of the Collateral to the Agent, for the benefit of 
itself as Agent and the Lenders, and grants to the Agent, for the benefit 
of itself as Agent and the Lenders, a continuing security interest in, and 
a continuing Lien upon, all of the Collateral.

         (2)  As additional security for all of the Secured Obligations,
the Borrowers, jointly and severally, grant to the Agent, for the benefit 
of itself as Agent and the Lenders, a security interest in, and assigns to 
the Agent, for the benefit of itself as Agent and the Lenders, all of each 
and every Borrower's right, title and interest in and to, any deposits or 
other sums at any time credited by or due from each Lender and each  
Affiliate of a Lender to a Borrower, or credited by or due from any 
participant of any Lender to a Borrower, with the same rights therein as  
if the deposits or other sums were credited by or due from such Lender.  
Each Borrower hereby authorizes each Lender and each Affiliate of such 
Lender and each participant to pay or deliver to the Agent, for the account 
of the Lenders, without any necessity on the Agent's or any Lender's part 
to resort to other security or sources of reimbursement for the Secured 
Obligations, at any time during the continuation of any Event of Default 
or in the  event that the Agent, on behalf of the Lenders, should make
demand for payment hereunder and without further notice to the Borrowers  
(such notice being expressly waived), any of the aforesaid deposits  
(general or special, time or demand, provisional or final) or other sums 
<PAGE>

for application to any Secured Obligation, irrespective of whether any 
demand has been made or whether such Secured Obligation is mature, and the 
rights given the Agent, the Lenders, their Affiliates and participants
hereunder are cumulative with such Person's other rights and remedies,  
including other rights of set-off.  The Agent will promptly notify the 
Borrowers of its receipt of any such funds for application to the Secured 
Obligations, but failure to do so will not affect the validity or 
enforceability thereof.  The Agent may give notice of the above grant of 
a security interest in and assignment of the aforesaid deposits and other 
sums, and authorization, to, and make any suitable arrangements with, any
Lender, any such Affiliate of any Lender or participant for effectuation 
thereof, and Borrowers hereby irrevocably appoint Agent as its attorney to 
collect any and all such deposits or other sums to the extent any such 
payment is not made to the Agent or any Lender by such Lender, Affiliate 
or participant.

         SECTION 1.28   Continued Priority of Security Interest.

         (1)  The Security Interest granted by the Borrowers shall at all
times  be valid, perfected and enforceable against each and every
Borrower  and all third parties in accordance with the  terms  of
this Agreement, as security for the Secured Obligations, and  the
Collateral shall not at any time be subject to any Liens that are
prior  to,  on a parity with or junior to the Security  Interest,
other than Permitted Liens.

         (2)   No Borrower shall be required to file a collateral
assignment   in   the  Patent  and  Trademark  Office   for   any
Intellectual Property other than Material Intellectual Property.

         (3)  The Borrowers shall, at their cost and expense, take all
action that may be necessary or desirable, or that the Agent  may
reasonably request, so as at all times to maintain the  validity,
perfection,  enforceability and rank of the Security Interest  in
the  Collateral  in conformity with the requirements  of  Section
7.2(a),  or  to enable the Agent and the Lenders to  exercise  or
enforce their rights hereunder, including, but not limited to:

         (1)  paying all taxes, assessments and other claims lawfully
     levied or assessed on any of the Collateral, except to the extent
     that  such  taxes,  assessments and other claims  constitute
     Permitted Liens,

         (2)  obtaining, after the Effective Date, any additional or new
     landlords' and mortgagees' releases, subordinations or waivers,
     and using all reasonable efforts to obtain mechanics' releases,
     subordinations or waivers,
<PAGE>

         (3)  delivering to the Agent, for the benefit of the Lenders,
     endorsed or accompanied by such instruments of assignment as the
     Agent may specify, and stamping or marking, in such manner as the
     Agent  may  specify, any and all chattel paper, instruments,
     letters and advices of guaranty and documents evidencing  or
     forming a part of the Collateral, and

         (4)  executing and delivering financing statements, pledges,
     designations, hypothecations, notices and assignments in each
     case in form and substance satisfactory to the Agent relating to
     the creation, validity, perfection, maintenance or continuation
     of the Security Interest under the Uniform Commercial Code or
     other Applicable Law.

         (4)  The Agent is hereby authorized to file one or more financing
or  continuation  statements or amendments  thereto  without  the
signature  of  or  in the name of any Borrower  for  any  purpose
described  in  Section 7.2(c). The Agent will give the  Borrowers
notice of the filing of any such statements or amendments,  which
notice  shall  specify  the locations where  such  statements  or
amendments  were filed.  A carbon, photographic,  xerographic  or
other  reproduction of this Agreement or of any of  the  Security
Documents or of any financing statement filed in connection  with
this Agreement is sufficient as a financing statement.

         (5)  Each Borrower shall mark its books and records as directed
by  the Agent and as may be necessary or appropriate to evidence,
protect  and  perfect the Security Interest and shall  cause  its
financial statements to reflect the Security Interest.

         SECTION 1.29   Mortgaged Real Property.  The Borrowers may elect
to use the Mortgaged Real Estate to support the Letters of Credit
Obligations   upon  satisfaction  of  the  following   conditions
(collectively, the "Mortgaged Real Estate Conditions"):

         (1)  The Agent shall receive the Borrowers' written notification
not  later than ninety (90) days after the Agreement Date of  its
election  to  use  the Mortgaged Real Estate as support  for  the
Letters of Credit Obligations;

         (2)  The Agent shall receive the following documents in form
satisfactory to the Agent in its sole discretion: (i) an executed
Mortgage in form and substance satisfactory to the Agent, conveying to 
the Agent, for the benefit of itself and the Lenders, a first priority 
lien on the Mortgaged Real Estate, subject only to such prior liens as the 
Agent shall consent to in writing, (ii) an appraisal indicating a fair 
market value of the Mortgaged Real Estate in an amount of at least 
$5,000,000, performed at the sole cost and expense of the Borrowers by an
appraiser retained by the Agent; (iii) an environmental audit and risk  
assessment performed at the sole cost and expense of the Borrowers by an 
environmental engineering company retained by the Agent; (iv) a mortgagee 
title insurance policy in favor of the Agent and the Lenders insuring such 
mortgage to create and convey such first priority lien, subject only to 
<PAGE>

to  such  exceptions consented to by the Agent; and (v) such materials and 
other information concerning the Mortgaged Real Estate as the Agent may
require, including, without limitation, (A) current and accurate surveys of 
the Mortgaged Real Estate satisfactory to the  Agent, (B) zoning letters 
as to the zoning status of all of the Mortgaged Real Estate, and (C) owner's 
affidavits as to such matters relating to the Mortgaged Real Estate as the  
Agent may request.

                           ARTICLE 8

                      COLLATERAL COVENANTS

         Until  the Revolving Credit Facility has been terminated and all 
the Secured Obligations have been paid in full, unless the Required Lenders
shall otherwise consent in the manner provided in Section 15.9:

         SECTION 1.30   Collection of Receivables.

         (1)  At the request of the Agent, each Borrower will cause all
monies, checks, notes, drafts and other payments relating to or constituting  
proceeds of trade accounts receivable to be forwarded to a Lockbox for 
deposit in an Agency Account in accordance with the procedures set out in 
the corresponding Agency Account Agreement.  Each Borrower will promptly 
cause all monies, checks, notes, drafts and other payments relating to or
constituting proceeds of other Receivables, of any other Collateral and of 
any trade accounts receivable that are not forwarded to a Lockbox, to be 
transferred to or deposited in an Agency Account.  In particular, each 
Borrower will:

         (1)  advise each Account Debtor on trade accounts receivable to
     address  all remittances with respect to amounts payable  on
     account thereof to a specified Lockbox,

         (2)  advise each other Account Debtor that makes payment to such
     Borrower by wire transfer, automated clearinghouse transfer or
     similar means to make payment directly to an Agency Account, and

         (3)  stamp all invoices relating to trade accounts receivable
     with a legend satisfactory to the Agent indicating that payment
     is to be made to such Borrower via a specified Lockbox.

         (2)  The Borrowers and the Agent shall cause all collected
balances in each Agency Account to be transmitted daily  by  wire
transfer,  depository transfer check or other means in accordance
with the procedures set forth in the corresponding Agency Account
Agreement, to the Collection Account:
<PAGE>

         (1)  for application, on account of the Secured Obligations, as
     provided in Sections 2.3(c), 12.2, and 12.3, such credits to be
     entered as of the Business Day following receipt and  to  be
     conditioned upon final payment in cash or solvent credits of the
     items giving rise to them, and

         (2)  with respect to the balance, so long as no Default or Event
     of Default has occurred and is continuing, for transfer by wire
     transfer  or  depository  transfer  check  to  a  Controlled
     Disbursement Account.

         (3)  Any monies, checks, notes, drafts or other payments referred
to  in  subsection (a) of this Section 8.1 which, notwithstanding
the terms of such subsection, are received by or on behalf of the
Borrowers  will  be  held in trust for  the  Agent  and  will  be
delivered  to  the  Agent  or a Clearing  Bank,  as  promptly  as
possible, in the exact form received, together with any necessary
endorsements for application by the Agent directly to the Secured
Obligations or, if applicable, for deposit in the Agency  Account
maintained with a Clearing Bank and processing in accordance with
the terms of the corresponding Agency Account Agreement.

         (4)  It is expressly agreed by the Borrowers that, anything
herein to the contrary notwithstanding, each Borrower shall remain liable  
under each of its Contracts, licenses and other agreements, documents and 
instruments evidencing Receivables to observe and perform all the 
conditions and obligations to be observed and performed by it thereunder.  
Neither Agent nor any Lender shall have any obligation or liability under 
any such Contract, license or agreement by reason of or arising out of
this Agreement or the granting herein of a security interest therein or the  
receipt by Agent or any Lender of any payment relating to any such Contract, 
license or agreement pursuant hereto.   Neither Agent nor any Lender shall 
be required or obligated in any manner to perform or fulfill any of the
obligations of any Borrower under or pursuant to any such Contract, license 
or agreement, or to make any payment, or to make any inquiry as to the 
nature or the sufficiency of any payment received by it or the sufficiency 
of any performance by any party under any such Contract, license or 
agreement, or to present or file any claims, or to take any action to 
collect or enforce any performance or the payment of any amounts which 
may have been assigned to it or to which it may be entitled at any time 
or times.

         (5)  All chattel paper shall be marked with the following legend:
"This writing and the obligations evidenced or secured hereby are subject to  
the security interest of The CIT Group/Business Credit, Inc., as Agent, for 
the benefit of itself as a Lender and certain other Lenders."  For Agent's 
further security, Borrowers agree that Agent shall have a special property 
<PAGE>

right and security interest in all of each Borrower's books and records  
pertaining to the Collateral and, upon the occurrence and during the 
continuance of any Event of Default, each Borrower shall deliver and turn  
over any such books and records to Agent or to its representatives at any 
time on demand of Agent.   Prior to the occurrence of a Default or Event of 
Default and upon notice from Agent, each Borrower shall permit any 
representative of Agent to inspect such books and records and shall provide  
photocopies thereof to Agent, for the benefit of Agent and Lenders, as more
specifically set forth in this Agreement.

         SECTION 1.31  Verification and Notification.  The Agent shall
have the right (a) at any time and from time to time, in the name of the 
Agent, the Lenders or in the name of any  Borrower, to verify the validity, 
amount or any other matter relating to any Receivables or other Collateral 
by mail, telephone, telegraph or otherwise,  and to review, audit and 
make extracts from all records and files related to any such Collateral, 
and (b) after an Event of Default, to (i) notify the Account Debtors or
obligors under any Receivables, of the assignment of such Collateral to the 
Agent, for the benefit of the Lenders, and to direct such Account Debtor or 
obligors to make payment of all amounts due or to become due thereunder 
directly to the Agent, for the account of the Lenders, and, upon such 
notification and at the expense of the Borrowers, to enforce collection of 
any such Collateral and to adjust, settle or compromise the amount or
payment thereof, in the same manner and to the same extent as a Borrower 
might have done and (ii) cause the certified independent public accountants 
then engaged by any Borrower to prepare and deliver to Agent and each Lender 
at the Borrowers' expense at any time and from time to time promptly upon 
Agent's request the following reports with respect to Borrowers: (a) a 
reconciliation of all Receivables; (b) an aging of all Receivables; (c)  
trial balances; and (d) a test verification of such Receivables as Agent 
may request.

         SECTION 1.32   Disputes, Returns and Adjustments.

         (1)  In the event any amounts due and owing under any Receivable
for an amount in excess of $100,000 are in dispute between the Account  
Debtor and a Borrower, such Borrower shall provide the Agent with prompt 
written notice thereof.

         (2)  Each Borrower shall notify the Agent promptly of all returns
and credits in excess of $100,000 in respect of any Receivable, which notice 
shall specify the Receivable affected.

         (3)  Each Borrower may, in the ordinary course of business unless
a Default or an Event of Default has occurred and is continuing, grant any 
extension of time for payment of any Receivable or compromise, compound or 
settle the same for less than the full amount thereof, or release wholly or 
partly any Person liable for the payment thereof, or allow any credit or 
<PAGE>

discount whatsoever therein; provided that (i) no such action results in 
the reduction of more than $100,000 in the amount payable with respect to 
any one Receivable or of more than $500,000 per Fiscal Quarter, not to  
exceed $1,000,000 in any Fiscal Year, with respect to all Receivables of 
the Borrowers (in each case, excluding the allowance of credits or discounts  
generally available to Account Debtors in the  ordinary course of the
Borrowers' businesses and appropriate adjustments to the accounts of Account 
Debtors in the ordinary course of business), and (ii) the Agent is promptly 
notified of the amount of such adjustments and the Receivable(s) affected 
thereby.

         SECTION 1.33   Invoices.

         (1)  No Borrower will use any invoices other than invoices in the
form delivered to the Agent prior to the Agreement Date and shall
not  make  any  change  in the names, addresses,  or  substantive
terms, conditions or provisions of the invoice without giving the
Agent  45  days prior notice of the intended use of  a  different
form of invoice together with a copy of such different form.

         (2)  Upon the reasonable request of the Agent, each Borrower
shall deliver to the Agent, at such Borrower's expense, copies of
customers'  invoices  or the equivalent,  original  shipping  and
delivery   receipts  or  other  proof  of  delivery,   customers'
statements,  customer  address lists, the original  copy  of  all
documents, including, without limitation, repayment histories and
present  status reports, relating to Receivables and  such  other
documents  and  information relating to the  Receivables  as  the
Agent shall specify.

         SECTION 1.34   Delivery of Instruments.  In the event any
Receivable  in an amount in excess of $100,000 is, or Receivables
in excess of $500,000 in the aggregate are at any time evidenced
by a promissory note, trade acceptance or any other instrument
for the payment of money, each Borrower will immediately thereafter
deliver such instrument to the Agent, appropriately endorsed to the Agent, 
for the benefit of the Lenders.

         SECTION 1.35   Ownership and Defense of Title.

         (1)  Except for Permitted Liens, the Borrowers shall at all times
be the sole owner or lessee of each and every item of Collateral
and shall not create  any lien on, or sell,  lease,  exchange,
assign,  transfer, pledge, hypothecate, grant a security interest
or  security  title  in  or otherwise  dispose  of,  any  of  the
Collateral  or any interest therein, except for cash or  on  open
account  or  on  terms  of  payment ordinarily  extended  to  its
customers,  and  except  for  dispositions  that  are   otherwise
expressly  permitted  under  this Agreement.   The  inclusion  of
"proceeds"  of  the Collateral under the Security Interest  shall
<PAGE>

not  be deemed a consent by the Agent or the Lenders to any other
sale or other disposition of any part or all of the Collateral.

         (2)  Each and every Borrower shall defend its title or leasehold
interest  in and to, and the Security Interest in, the Collateral
against the claims and demands of all Persons.

         SECTION 1.36   Insurance.

         (1)  Each Borrower shall at all times maintain insurance on the
Collateral and its equipment customary and appropriate to the nature of 
such Collateral and equipment including, without limitation, coverage  
against loss or damage by fire, theft (excluding theft by employees), 
burglary, pilferage, loss in transit and such other hazards as the Agent  
shall reasonably specify, in amounts not to exceed those obtainable at
commercially reasonable rates and under policies issued by insurers 
acceptable to the Agent in the exercise of its reasonable judgment.  All 
premiums on such insurance shall be paid by such Borrower and copies of 
the policies delivered to the Agent.

         (2)  All insurance policies required under Section 8.7(a) shall
name the Agent, for the benefit of the Lenders, as an additional insured 
and shall contain loss payable clauses in the form submitted to the 
Borrowers by the Agent, or otherwise in form and substance satisfactory 
to the Required Lenders, naming the Agent, for the benefit of the Lenders, 
as loss payee, as its interests may appear, and providing that

         (1)  all proceeds thereunder shall be payable to the Agent, for
     the benefit of the Lenders (provided, however, if no Default or
     Event of Default exists, proceeds from any loss not exceeding
     $250,000 may be paid to the Borrowers for replacement of the
     damaged or destroyed property),

         (2)  no such insurance shall be affected by any act or neglect of
     the insurer or owner of the property described in such policy, and

         (3)  such policy and loss payable clauses may be canceled,
     amended or terminated only upon at least 10 days prior written
     notice given to the Agent.

         (3)  Any proceeds of insurance referred to in this Section 8.7
which are paid to the Agent, for the account of the Lenders, shall be, at 
the option of the Required Lenders in their sole discretion, either (i)  
applied to replace the damaged or destroyed property, or (ii) applied to 
the payment or prepayment of the Secured Obligations.
<PAGE>

         (4)  Each Borrower irrevocably makes, constitutes and appoints
Agent (and all officers, employees or agents designated by Agent), so 
long as any Event of Default shall have occurred and be continuing as such 
Borrower's true and lawful agent and attorney-in-fact for the purpose of 
making, settling and adjusting claims under such "All Risk" policies of 
insurance, endorsing the name of such Borrower on any check or other 
item of payment for the proceeds of such "All Risk" policies of insurance
and for making all determinations and decisions with respect to such 
"All Risk" policies of insurance; provided, however, that in the event 
that any claim which is or could be made under any of such insurance 
policies exceeds $1,000,000 no such claim shall be settled, compromised or 
finally determined, except with the prior written consent of Agent.  Agent 
shall have no duty to exercise any rights or powers granted to it pursuant 
to the foregoing power-of-attorney.  Each Borrower shall promptly notify 
Agent of any loss, damage, or destruction to the Collateral in the amount
of $200,000 or more, whether or not covered by insurance.  After deducting  
from such proceeds the expenses, if any, incurred by Agent in the collection 
or handling thereof, Agent may, at its option, apply such proceeds to the 
reduction of the Secured Obligations, or permit or require such Borrower to  
use such money, or any part thereof, to replace, repair, restore or rebuild 
the Collateral in a diligent and expeditious manner with materials and 
workmanship of substantially the same quality as existed before the loss, 
damage or destruction. Notwithstanding the foregoing, if the casualty 
giving rise to such insurance proceeds would not reasonably be expected to 
have a Materially Adverse Effect and such insurance proceeds do not exceed
$2,500,000 in the aggregate, Agent shall permit such Borrower to replace, 
restore, repair or rebuild the property; provided that if  such Borrower has  
not completed or entered into binding agreements to complete such 
replacement, restoration, repair or rebuilding within 180 days of such 
casualty, Agent may apply such insurance  proceeds to the reduction of the 
Secured Obligations.  All insurance proceeds which are to be  made available
to a Borrower to replace, repair, restore or rebuild the Collateral shall be
applied by Agent to reduce the outstanding principal balance of the 
Revolving Loan (which application shall not result in a permanent reduction 
of the Revolving Loan Commitment) and upon such application, Agent shall 
establish a Reserve against the Borrowing Base in an amount equal to the 
amount of such proceeds so applied.  Thereafter, such funds shall be made
available to the Borrowers to provide funds to replace, repair, restore or 
rebuild the Collateral as follows: (i) Borrowers shall request an Advance 
in the amount requested to be released; (ii) so long as the conditions set 
forth in Article 2 have been met, the Lenders shall make such Advance; and 
(iii) the Reserve established with respect to such insurance proceeds shall 
be reduced by the amount of such Advance.  To the extent not used to replace, 
repair, restore or rebuild the Collateral, such insurance proceeds shall be 
applied to the reduction of the Secured Obligations.
<PAGE>

         SECTION 1.37   Location of Offices and Collateral.

         (1)  No Borrower will change the location of its chief executive
office or the place where it keeps its books and records relating to the 
Collateral or change its name, its identity or corporate structure in any 
manner which might make any Financing Statement or other Uniform Commercial  
Code amendment, assignment or continuation statement filed in connection  
herewith seriously misleading within the meaning of Section 9-402(7) of the  
Uniform Commercial  Code  or any other then applicable provision  of the
Uniform Commercial Code without giving the Agent 30 days prior written 
notice thereof and complying with the requirements and conditions of 
Section 8.8(b).

         (2)  After Agent's written acknowledgment that any reasonable
action  requested by Agent in connection with any changes covered
by  Section  8.8(a), including continuation of the perfection  of
any  Liens  in  favor  of Agent, on behalf  of  Lenders,  in  any
Collateral,  has been completed or taken, a Borrower  may  change
the  location of its Collateral  or the location where  it  keeps
its  books and records relating to the Collateral, provided  that
any  such new location shall be in the continental United States,
or  change its name, its identity or its corporate structure.  No
Borrower shall change its fiscal year to a year ending in any day
other than December 31.

         SECTION 1.38   Records Relating to Collateral.  Each Borrower
will at all times keep complete and accurate records of all Collateral on
a basis consistent with past practices of such Borrower.

         SECTION 1.39   Inspection.  The Agent and each Lender (by any of
their officers, employees or agents) shall have the right, to the extent 
that the exercise of such right shall be within the control of a Borrower, 
at any time or times to (a) visit the properties of any Borrower and its 
Subsidiaries, inspect the Collateral and the other assets of such Borrower  
and its Subsidiaries and inspect and make extracts from the books and
records of such Borrower and its Subsidiaries, including but not limited to   
management letters prepared by independent accountants,  all during 
customary business hours at such premises; (b) discuss such Borrower's and  
its Subsidiaries' business, assets, liabilities, financial condition,  
results of operations and business prospects, insofar as the same are 
reasonably related to the rights of the Agent or the Lenders hereunder or  
under any of the Loan Documents,  with such Borrower's and its Subsidiaries' 
(i) principal officers, (ii) independent accountants, and (iii) any other 
Person (except that any such  discussion with any third parties shall be 
conducted only in accordance with the Agent's or such Lender's standard
<PAGE>

operating procedures relating to the maintenance of the confidentiality of 
confidential information of borrowers); and (c) verify the amount, quantity, 
value and condition of, or any other matter relating to, any of the 
Collateral and in this connection to review, audit and make extracts from  
all records and files related to any of the Collateral.

The Borrowers will deliver to the Agent, for the benefit of the Lenders,  
any instrument necessary for it to obtain records from any service bureau  
maintaining records on behalf of the Borrowers.

         SECTION 1.40   Information and Reports.

         (1)  Schedule of Receivables.  The Borrowers shall deliver to the
Agent (i) on or before the Effective Date, a Schedule of Receivables as of 
a date not more than three (3) Business Days prior to the Effective Date 
which schedule shall be reconciled to the balance of the accounts receivable  
as set forth in a Consolidated Balance Sheet as of such date, and (ii) no 
later than ten (10) days after the end of each Fiscal Month of the Borrowers, 
a Schedule of Receivables as of the last Business Day of the Borrowers'  
immediately preceding Fiscal Month which schedule shall be reconciled to 
(A) the balance of the accounts receivable as set forth in the Consolidated 
Balance Sheet as of the end of such Fiscal Month and (B) the Schedule of 
Receivables delivered in respect of the next preceding Fiscal Month.

         (2)  Borrowing Base Certificate.  Borrowers shall deliver to the
Agent not later than three (3) Business Days after the last day of each  
accounting week of the Borrowers a Borrowing Base Certificate prepared as 
of the close of business on the last Business Day of such accounting week, 
and upon the Agent's request on each Business Day a Borrowing Base 
Certificate as of the third (3rd) preceding Business Day.

         (3)  Notice of Diminution of Value.  Each Borrower shall give
prompt notice to the Agent of any matter or event which has resulted in, or  
may result in, the diminution in excess of $100,000 in the value of any of 
its Collateral, except for any such diminution (i) in the value of any  
Receivables in the ordinary course of business or (ii) which has been 
appropriately reserved against, as reflected in financial statements 
previously delivered to the Agent and the Lenders pursuant to Article 10.

         (4)  Additional Information. The Agent may in its discretion from
time to time request that the Borrowers deliver the schedules, certificates 
described in Sections 8.11(a), (b) and (c) more or less often and on 
different schedules than specified in such Sections and the Borrowers will 
comply with such requests.   The Borrowers will also furnish to the Agent 
and each Lender such other information with respect to the Collateral as 
the Agent or such Lender may from time to time reasonably request.
<PAGE>

         SECTION 1.41   Assignment of Claims Act.  Upon the request of the
Agent, the  Borrowers shall execute any documents or instruments and shall 
take such steps or actions reasonably required by the Agent so that all 
monies due or to become due under any contract with the United States of 
America, the District of Columbia or any state, county, municipality or 
other domestic or foreign governmental entity, or any department, agency or 
instrumentality thereof, will be assigned to the Agent, for the benefit of 
itself and  the Lenders, and notice given thereof in accordance with the
requirements of the Assignment of Claims Act of 1940, as amended, or any 
other laws, rules or regulations relating to the assignment of any such 
contract and monies due or to become due.

         SECTION 1.42   Covenants Regarding Material Intellectual Property
Collateral.

         (1)  Each Borrower shall notify Agent immediately if it knows
that any application or registration relating to any Material Intellectual  
Property (now or hereafter existing) may become abandoned or dedicated, or 
of any adverse determination or development (including the institution of, 
or any such determination or development in, any proceeding in the United
States Patent and Trademark Office, the United States Copyright Office or 
any court) regarding such Borrower's ownership of any Material Intellectual 
Property, its right to register the same, or to keep, use and maintain the 
same.

         (2)  Promptly after the date on which (i) a Borrower acquires any
Material Intellectual Property or (ii) any Intellectual Property becomes  
Material Intellectual Property, such Borrower shall execute and deliver any 
and all Material Intellectual Property security agreements as Agent may 
request to evidence Agent's security interest in such Material Intellectual 
Property, and the General Intangibles of such Borrower relating thereto or
represented thereby.

         (3)  Each Borrower shall take all actions necessary or requested
by  Agent to maintain and pursue each application, to obtain the relevant  
registration and to maintain the registration with respect to all of its 
Material Intellectual Property (now or hereafter existing), including the 
filing of applications for renewal, affidavits of use, affidavits of 
noncontestability and opposition and interference and cancellation 
proceedings.

         (4)  In the event that any of the Material Intellectual Property
Collateral is infringed upon, or misappropriated or diluted by a third party,
<PAGE>

Borrowers shall notify Agent promptly after a Borrower learns thereof.  Each 
Borrower shall, unless it shall reasonably determine that such Material 
Intellectual Property is no longer material to the conduct of its business 
or operations in accordance with the definition of "Material Intellectual
Property," promptly sue for infringement, misappropriation or dilution and 
to recover any and all damages for such infringement, misappropriation or 
dilution, and shall take such other actions as Agent shall deem appropriate 
under the circumstances to protect such Material Intellectual Property
Collateral.

                           ARTICLE 9

                     AFFIRMATIVE COVENANTS


         Until the Revolving Credit Facility has been terminated and all the 
Secured Obligations have been paid in full, unless the Required Lenders  
shall otherwise consent in the manner provided for in Section 15.9, each 
Borrower will, and will cause each of its Subsidiaries to:

         SECTION 1.43   Preservation of Corporate Existence and Similar
Matters.

         (1)  Preserve and maintain its corporate existence, rights, 
franchises, licenses and privileges in the jurisdiction of its incorporation  
and qualify and remain qualified as a foreign corporation and authorized to 
do business in each jurisdiction in which the character of its properties or  
the nature of its business requires such qualification or authorization,  
except where the failure to obtain or maintain such qualification or
authorization would not have a Material Adverse Effect on such Borrower and 
its Subsidiaries as a whole provided, that, within one hundred eighty (180) 
days after the Effective Date, each of the Borrowers and Guarantors listed 
on Schedule 9.1 hereto shall be dissolved or merged with and into the 
respective owners of each such Borrower or Guarantor.

         (2)  Deliver to the Agent within sixty (60) days after the 
Effective Date, certificates evidencing the good standing of each Borrower  
in each jurisdiction in which it is required to be qualified as a foreign  
corporation to transact business as presently conducted including, without   
limitation, those jurisdictions in which intrastate authority is held (as 
listed in Schedule 6.1(f) hereto) and required to be held.

         SECTION 1.44  Compliance with Applicable Law.  Comply with all
material Applicable Laws relating to such Borrower or such Subsidiary.
<PAGE>

         SECTION 1.45   Maintenance of Property.  In addition to, and not
in derogation of, the requirements of the Security Documents,

         (1)  protect and preserve all properties material to its business,   
including copyrights, patents, trade names and trademarks, and maintain in 
good repair, working order and condition in all material respects, with 
reasonable allowance for wear and tear, all tangible properties, and

         (2)  from time to time make or cause to be made all needed and
appropriate repairs, renewals, replacements and additions to such properties
necessary for the conduct of its business, so that the business carried on
in connection therewith may be properly and advantageously conducted at
all times.

         SECTION 1.46  Conduct of Business.  At all times carry on its
business in an efficient manner and engage only in the business described 
in Section 6.1(e).

         SECTION 1.47   Insurance.  Maintain, in addition to the coverage
required  by  Section  8.7 and the Security Documents,  insurance with  
responsible insurance companies against such risks and in such amounts as 
is customarily maintained by similar businesses or as may be required by 
Applicable Law, and from time to time deliver to the Agent or any Lender 
upon its request a detailed list of the insurance then in effect, stating 
the names of the insurance companies, the amounts and rates of the 
insurance, the dates of the expiration thereof and the properties and risks
covered thereby.

         SECTION 1.48   Payment of Taxes and Claims.  Pay or discharge
when due (a) all taxes, assessments and governmental charges or levies 
imposed upon it or upon its income or profits or upon any properties 
belonging to it, except that real property ad  valorem taxes shall be 
deemed to have been so paid or discharged if the same are paid before 
they become delinquent, and (b) all lawful claims of materialmen,  
mechanics, carriers, warehousemen and landlords for labor, materials, 
supplies and rentals which, if unpaid, might become a Lien on any 
properties of such Borrower; except that this Section 9.6 shall not 
require the payment or discharge of any such tax, assessment, charge, 
levy or claim which is being contested in good faith by appropriate 
proceedings and for which reserves in respect of the reasonably anticipated
liability therefor have been appropriately established.

         SECTION 1.49   Accounting Methods and Financial Records. Maintain 
a system of accounting, and keep such books, records and accounts (which 
shall be true and complete), as may be required or as may be necessary to 
permit the preparation of financial statements in accordance with GAAP 
consistently applied.
<PAGE>

         SECTION 1.50   Use of Proceeds.

         (1)  Use the proceeds of the initial Revolving Credit Loan to (i)
refinance and pay off the total outstanding amounts due to Bank of New York 
as indicated on Schedule 9.8 and to fund certain of the fees and expenses 
associated with the extension of the Loans, and (ii) all subsequent Loans 
only for working capital purposes or as is otherwise expressly authorized 
herein, and

         (2)  not use any part of such proceeds to purchase or, to carry
or reduce or retire or refinance any credit incurred to purchase or carry, 
any margin stock (within the meaning of Regulation G or U of the Board of 
Governors of the Federal Reserve System) or, in any event, for any purpose 
which would involve a violation of such Regulation G or U or of Regulation 
T or X of such Board of Governors, or for any purpose prohibited by law or 
by the terms and conditions of this Agreement.

         SECTION 1.51   Hazardous Waste and Substances: Environmental
Requirements.

         (1)  In addition to, and not in derogation of, the requirements
of  Section  9.2  and  of  the Security Documents,  substantially
comply  with  all  Environmental Laws  and  all  Applicable  Laws
relating  to occupational health and safety (except for instances
of  noncompliance  that  are being contested  in  good  faith  by
appropriate proceedings if reserves in respect of such Borrower's
or  such  Subsidiary's reasonably anticipated liability  therefor
have  been appropriately established), promptly notify the  Agent
of  its  receipt  of  any  notice of  a  violation  of  any  such
Environmental  Laws or other such Applicable Laws  and  indemnify
and   hold   the  Agent  and  the  Lenders  harmless   from   all
Environmental Liabilities incurred by or imposed upon  the  Agent
or  any  Lender on account of such Borrower's failure to  perform
its obligations under this Section 9.9.

         (2)  Such Borrower shall not cause or permit a Release of any
Contaminant  on, at, in, under, above, to, from or about  any  of
the  Real  Estate  where such Release would (a)  violate  in  any
respect,  or  form  the  basis for any Environmental  Liabilities
under,  any  Environmental Laws or Environmental Permits  or  (b)
otherwise adversely impact the value or marketability of  any  of
the  Real  Estate  or  any  of the Collateral,  other  than  such
violations  or impacts which could not reasonably be expected  to
have  a  Materially  Adverse Effect  on  such  Borrower  and  its
Subsidiaries as a whole.

         (3)  Whenever such Borrower gives notice to the Agent pursuant to
this  Section 9.9 with respect to a matter that reasonably  could
be  expected  to  result in an Environmental  Liability  to  such
Borrower  in  excess of $500,000 in the aggregate, such  Borrower
<PAGE>

shall, at the Agent's request and such Borrower's expense (i) cause an 
independent environmental engineer acceptable to the Agent to conduct an 
assessment, including tests where necessary, of the site where the 
noncompliance or alleged noncompliance with Environmental Laws has occurred 
and prepare and deliver to the Agent a report setting forth the results of 
such assessment, a proposed plan to bring such Borrower into compliance 
with such Environmental Laws (if such assessment indicates noncompliance)
and an estimate of the costs thereof, and (ii) provide to the Agent a 
supplemental report of such engineer whenever the scope of the 
noncompliance, or the response thereto or the estimated costs thereof, 
shall materially adversely change.

         SECTION 1.52   Landlords' Agreements, Mortgagee Agreements and
Bailee Letters.  Such Borrower shall use its reasonable best efforts to 
obtain a landlord's agreement, mortgagee agreement or bailee letter, as 
applicable, from the lessor of each leased property or mortgagee of owned 
property or with respect to any warehouse, processor or converter facility  
or other location where Collateral is located, which agreement or letter 
shall contain a waiver or subordination of all Liens or claims that the
landlord, mortgagee or bailee may assert against the Collateral at that 
location, and shall otherwise be satisfactory in form and substance to 
Agent.  After the Effective Date, no real property or warehouse space where 
Collateral may be stored or located shall be leased or acquired by such 
Borrower, unless and until a satisfactory landlord or mortgagee agreement, 
as the case may be, shall first have been obtained with respect to such 
location.  Such Borrower shall timely and fully pay and perform its
obligations under all leases and other agreements with respect to each 
leased location or public warehouse where any Collateral is or may be 
located.  Nothing contained in this Section 9.10 shall impair or otherwise  
modify any of Agent's rights under this Agreement, including, without 
limitation, Lender's rights pursuant to the respective definitions of 
"Eligible Receivables" and "Borrowing Base."

         SECTION 1.53   Further Assurances.  Each Borrower agrees that it
shall, at its expense and upon request of Agent, duly execute and deliver,  
or cause to be duly executed and delivered, to Agent such further 
instruments and do and cause to be done such further acts as may be 
necessary in the reasonable opinion of Agent to carry out the express 
provisions of this Agreement or any other Loan Document.
<PAGE>
                           ARTICLE 10

                          INFORMATION

         Until the Revolving Credit Loans Facility has been terminated and 
all the Secured Obligations have been paid in full, unless the Required 
Lenders shall otherwise consent in the manner set forth in Section 15.9, 
each Borrower will furnish to the Agent and to each Lender at the offices 
then designated for such notices pursuant to Section 15.1:

         SECTION 1.54   Financial Statements.

         (1)  Audited Year-End-Statements.  As soon as available, but in
any event within 90 days after the end of each Fiscal Year of the Borrowers,  
copies of the Consolidated Balance Sheet and the Consolidating Balance 
Sheets as at the end of such Fiscal Year and the related statements of 
income, shareholders' equity and cash flow for such Fiscal Year, together
with consolidating statements for the Borrowers and the Guarantors, in each  
case setting forth in comparative form the figures for the previous Fiscal 
Year of the Borrowers and the Guarantors and reported on, without  
qualification, by independent certified public accountants selected by 
Borrowers and acceptable to the Agent (the "Audited Financial Statements").

         (2)  Quarterly Financial Statements.  As soon as available, but
in any event within forty-five (45) days after the end of each Fiscal  
Quarter of the Borrowers, copies of the Consolidated Balance Sheet and the 
Consolidating Balance Sheets, as of the end of such Fiscal Quarter, and the 
related statements of income, shareholders, equity, and cash flow for such  
Fiscal Quarter, together with consolidating statements for the Borrowers 
and the Guarantors, in each case setting forth in comparative form the
figures for the previous Fiscal Year of the Borrowers and Guarantors  
(including, without limitation, a comparison to the projected budgeted 
figures), certified by the Financial Officer of the Borrowers and the 
Guarantors, to the best of his knowledge, as presenting fairly the financial  
condition and results of operations of the Borrower and the Guarantors as of
the date thereof and for the periods ended on such date, subject to normal 
year-end adjustments.

         (3)  Monthly Financial Statements.  As soon as available, but in
any event within thirty (30) days after the end of each Fiscal Month of 
the Borrowers, copies of the Consolidated Balance Sheet and Consolidating  
Balance Sheets of the Borrowers and the Guarantors as at the end of such 
Fiscal Month and the related unaudited income statement for the Borrowers 
and the Guarantors for such Fiscal Month and for the portion of the Fiscal 
<PAGE>

Year through such Fiscal Month, together with consolidating statements
for the Borrowers and the Guarantors, in each case setting forth in 
comparative form the figures for the previous Fiscal Year (including,  
without limitation, a comparison to the projected budget figures for the 
previous Fiscal Year), certified by the Financial Officer of the Borrowers 
and the Guarantors to the best of his knowledge as presenting fairly the 
financial condition and results of operations of the Borrowers and the 
Guarantors as at the date thereof and for the periods ended on such date, 
subject to normal year end adjustments.

         (4)  Projected Financial Statements.  As soon as available, but
in any event prior to the last Business Day of each Fiscal Year during the 
term hereof, forecasted financial statements prepared by the Operating 
Companies on a consolidated basis and approved by Trism's Board of 
Directors, consisting of monthly consolidated balance sheets, cash flow 
statements and income statements of the Operating Companies, reflecting 
projected borrowings hereunder and setting forth the assumptions on which  
such forecasted financial statements were prepared, covering the one-year 
period commencing on the first day of the next succeeding fiscal year.

All such financial statements referred to in clauses (a) and (b) shall be 
complete and correct in all material respects and prepared in accordance 
with GAAP (except, with respect to interim financial statements, for the 
omission of footnotes and normal year-end adjustments) applied consistently 
throughout the periods reflected therein.

         SECTION 1.55   Accountants' Certificate. Together with the Audited 
Financial Statements referred to in Section 10.1(a), each Borrower shall use  
its reasonable best efforts to cause its independent certified public 
accountants to deliver a certificate of such accountants addressed to 
the Agent

         (1)  stating that in making the examination necessary for the 
certification of such financial statements, nothing has come to their 
attention to lead them to believe that any Default or Event of Default 
exists and, in particular, they have no knowledge of any Default or Event 
of Default or, if such is not the case, specifying such Default or Event 
of Default and its nature, and

         (2)  having attached the calculations, prepared by each Borrower
and reviewed by such accountants, required to establish whether or not each  
Borrower is in compliance with the covenants contained in Sections 11.1, 
11.2, 11.5, 11.6, 11.10 and 11.12, as at the date of such financial 
statements.

         SECTION 1.56  Officer's Certificate.  Together with each delivery  
of financial statements required by Section  10.1  (a), (b)  and (c), a 
<PAGE>

certificate of each Borrower's President or Financial Officer (a) stating 
that, based on an examination sufficient to enable him to make an informed  
statement, no Default or Event of Default exists or, if such is not the case,
specifying such Default or Event of Default and its nature, when it occurred, 
whether it is continuing and the steps being taken by each Borrower with 
respect to such Default or Event of Default, and (b) setting forth the 
calculations necessary to establish whether or not each Borrower was in 
compliance with the covenants contained in Sections 11.1, 11.2, 11.5, 
11.6, 11.10 and 11.12 as of the date of such statements.

         SECTION 1.57   Copies of Other Reports.

         (1)  Promptly upon receipt thereof, copies of all reports, if
any, submitted to each Borrower or its Board of Directors by its 
independent public accountants.

         (2)  As soon as practicable, copies of all financial statements
and reports that each Borrower shall send to its shareholders generally
and of all registration statements and all regular or periodic reports which  
each Borrower shall file with the Securities and Exchange Commission or 
any successor commission.

         (3)  From time to time and as soon as reasonably practicable
following each request, such forecasts, data, certificates, reports,  
statements, opinions of counsel, documents or further information  
regarding the business, assets, liabilities, financial condition, results 
of operations or business prospects of each Borrower or any of its 
Subsidiaries as the Agent or any Lender may reasonably request and that 
each Borrower has or (except in the case of legal opinions relating to 
the perfection or priority of the Security Interest) without unreasonable
expense can obtain; provided, however, that the Lenders shall, to the extent  
reasonably practicable, coordinate examinations of each Borrower's records 
by their respective internal auditors.  The rights of the Agent and the 
Lenders under this Section 10.4 are in addition to and not in derogation 
of their rights under any other provision of this Agreement or of any 
other Loan Document.

         (4)  If requested by the Agent or any Lender, each Borrower will
furnish to the Agent and the Lenders statements in conformity with the 
requirements of Federal Reserve Form G-3 or U-1 referred to in Regulation 
G and U, respectively, of the Board of Governors of the Federal 
Reserve System.

         SECTION 1.58   Notice of Litigation and Other Matters.  Prompt
notice of:

         (1)  the commencement, to the extent each Borrower is aware of
the same, of all proceedings and investigations by or before any 
<PAGE>

governmental  or  nongovernmental  body  and  all   actions   and
proceedings in any court or before any arbitrator against  or  in
any  other way relating to or affecting any Borrower, any of  its
Subsidiaries or any of any Borrower's or any of its Subsidiaries'
properties, assets or businesses, which might, singly or  in  the
aggregate, result in the occurrence of a Default or an  Event  of
Default, or have a Materially Adverse Effect on any Borrower  and
its Subsidiaries, taken as a whole,

         (2)  any amendment of the articles of incorporation or by-laws of
any Borrower or any of its Subsidiaries,

         (3)  any change in the business, assets, liabilities, financial
condition,  results of operations or business  prospects  of  any
Borrower  or any of its Subsidiaries which has had or  may  have,
singly  or in the aggregate, a Materially Adverse Effect  on  any
Borrower or its Subsidiaries, taken as a whole, and any change in
the Chief Executive Officer, President or Chief Financial Officer
of such Borrower, and

         (4)   any Default or Event of Default or any event which
constitutes or which with the passage of time or giving of notice
or  both  would constitute a default or event of default  by  any
Borrower  or any of its Subsidiaries under any material agreement
(other  than this Agreement) to which any Borrower or any of  its
Subsidiaries  is  a party or by which any Borrower,  any  of  its
Subsidiaries or any of any Borrower's or any of its Subsidiaries'
properties may be bound.

         SECTION 1.59   ERISA.  As soon as possible and in any event
within 30 days after any Borrower knows, or has reason to know, that:

         (1)  any Termination Event with respect to a Plan has occurred or
will occur, or

         (2)  the aggregate present value of the Unfunded Vested Accrued
Benefits under all Plans is equal to an amount in excess of $0.00, or

         (3)  any Borrower or any of its Subsidiaries is in "default" (as
defined  in Section 4219(c)(5) of ERISA) with respect to payments tp a 
Multiemployer Plan required by reason of such Borrower's or such
Subsidiary's complete or partial withdrawal (as described in Section 4203
or 4205 of ERISA) from such Multiemployer Plan,

a certificate of the President or a Financial Officer of such Borrower 
setting forth the details of such event and the action which is proposed to 
be taken with respect thereto, together with any notice or filing which may 
be required by the PBGC or other agency of the United States government 
with respect to such event.
<PAGE>

         SECTION 1.60   Accuracy of Information.  All written information,
reports, statements and other papers and data furnished to the Agent or
any Lender, whether pursuant to this Article 10 or any other provision of
this Agreement or of any other Loan Document, shall be, at the time the
same is so furnished, complete and correct in all material respects to the 
extent necessary to give the Agent and the Lenders true and accurate 
knowledge of the subject matter.

         SECTION 1.61   Revisions or Updates to Schedules.  Should any of
the information or disclosures provided on any of the Schedules originally  
attached hereto become outdated or incorrect in any material respect, the 
Borrowers shall deliver to the Agent and the Lenders as part of the officer's  
certificate required pursuant to Section 10.3 such revisions or updates to  
such Schedule(s) as may be necessary or appropriate to update or correct 
such Schedule(s), provided that no such revisions or updates to any 
Schedule(s) shall be deemed to have amended, modified or superseded such 
Schedule(s) as originally attached hereto, or to have cured any breach of 
warranty or representation resulting from the inaccuracy or incompleteness  
of any such Schedule(s), unless and until the Required Lenders in the
exercise of their reasonable credit judgment, shall have accepted in
writing such revisions or updates to such Schedule(s).

                           ARTICLE 11

                       NEGATIVE COVENANTS

         Until  the Revolving Credit Facility has been terminated
and  all  the Secured Obligations have been paid in full,  unless
the  Required Lenders shall otherwise consent in the  manner  set
forth  in  Section 15.9, no Borrower will directly or  indirectly
and will not permit its Affiliates to:

         SECTION 1.62   Financial Ratios.  Upon and after the event of an
Availability Shortfall, breach any of the financial covenants set forth in 
this Section 11.1:

         (1)  Minimum Adjusted Net Worth.  Upon and after the event of an
Availability Shortfall, the Adjusted Net Worth of the Borrowers shall not, 
at any time during the then remaining term hereof, be less than $105,000,000.

         (2)  Minimum Fixed Charge Coverage Ratio.  Upon and after the event  
of an Availability Shortfall, Borrowers shall have a Fixed Charge Coverage 
Ratio for each Measurement Period (i) in Fiscal Year 1997, of not less than 
 .80 to 1.00, (ii) in Fiscal Year 1998, of not less than .85 to 1.00 and 
(iii) at all times thereafter, of not less than .90 to 1.00.
<PAGE>

         (3)  Maximum Leverage Ratio.  Upon and after the event of an
Availability Shortfall, the Borrowers shall not permit the Leverage Ratio 
at any time (i) through and including the month ended June 30, 1998, to 
exceed 8.75:1, (ii) from July 1, 1998 through and including the month ended 
June 30, 1999, to exceed 8.25:1, and (iii) at all times thereafter, to 
exceed 8.00 to 1.00.

         SECTION 1.63   Indebtedness for Money Borrowed.  Create, assume,
or otherwise become or remain obligated in respect of, or permit or suffer 
to exist or to be created, assumed or incurred or to be outstanding any 
Indebtedness for Money Borrowed, except for (a) Indebtedness to the Lenders 
arising under this Agreement, (b) Permitted Existing Indebtedness, (c) 
Capitalized Lease Obligations and Operating Lease Obligations relating to
sale/leaseback transactions which meet the requirements of Section 11.12, in 
an aggregate amount up to $15,000,000 for each of the Fiscal Years during 
the term hereof, and (d) Permitted Incremental Obligations.

         SECTION 1.64   Guaranties.  Become or remain liable with respect
to any Guaranty of any obligation of any other Person, except for Permitted 
Guaranties.

         SECTION 1.65   Investments.  Acquire, after the Agreement Date,
any Business Unit or Investment or, after such date, maintain any Investment 
other than Permitted Investments.

         SECTION 1.66   Unfunded Capital Expenditures.  Make any Unfunded
Capital Expenditures, except that the Borrowers may make aggregate Unfunded  
Capital Expenditures in each Fiscal Year during the term hereof in an amount  
not to exceed, (a) $60,000,000 less (b) the sum of (i) all payments made or
scheduled to be made by any Borrower during such Fiscal Year on or with 
respect to Purchase Money Indebtedness, Operating Lease Obligations and 
(without duplication) Indebtedness for Money Borrowed which, in each case, 
was incurred by a Borrower prior to the commencement of such Fiscal Year, 
and (ii) the aggregate amount of all Purchase Money Indebtedness and 
Operating Lease Obligations incurred by any of the Borrowers during such 
Fiscal Year.

         SECTION 1.67   Restricted Dividend Payments and Purchases, Etc.
Declare or make any Restricted Distribution or Restricted Payment, except 
that in each Fiscal Year during the term  hereof, Trism may (i) redeem or 
purchase from its employees shares of Trism capital stock in an aggregate 
amount during the term hereof not to exceed $300,000 and (ii) redeem,  
purchase or prepay Subordinated Indebtedness prior to any stated maturity  
date or prior to the due date of any scheduled installment or amortization  
payment with respect thereto (collectively, a "Prepayment") in an amount up 
to $10,000,000 per Fiscal Year, not to exceed $5,000,000 per Fiscal Quarter,
<PAGE>

provided that (a) the Adjusted Net Worth before and after giving effect to 
any proposed Prepayment of the Subordinated Indebtedness is not less than
$105,000,000 and (b) the Borrowers' Borrowing Base Availability both before  
and after giving effect to the Prepayment of the Subordinated Indebtedness 
exceeds an amount equal to the sum of (x) $8,000,000 plus (y) the aggregate 
amount of the Borrowers' accounts payable sixty (60) days or more past due  
plus (z) without duplication with respect to clause (y) hereof, the 
aggregate amount of the Borrowers' accounts payable ninety (90) days or 
more past the invoice date and (c) no Default or Event of Default exists 
or is continuing or will occur as a result of the Prepayment.  Subject to 
the foregoing conditions and limitations, the Borrowers may elect to make 
a Prepayment of the Subordinated Indebtedness by providing prior written  
notice thereof which shall contain a certificate of a Financial Officer 
certifying (y) that  the  Borrowers' consolidated Adjusted Net Worth and the
Borrowing Base Availability comply with the requirements set forth in the 
immediately preceding sentence and (z) that no Default or Event of Default 
exists or is continuing or will occur as a result of the Prepayment.

         SECTION 1.68   Merger, Consolidation and Sale of Assets.  Merge
or consolidate with any other Person or sell, lease or transfer or otherwise  
dispose of all or a substantial portion of its assets to any Person, 
including its stock or the capital stock of any of its Subsidiaries, other 
than sales of Inventory in the ordinary course of business and except as 
permitted pursuant to Section 9.1 hereof.

         SECTION 1.69   Transactions with Affiliates. Effect any transaction 
with any Affiliate without the express prior written consent of the Agent, 
except (i) in the ordinary course of the Borrower's business and (ii) loans 
to Affiliates of any of the Borrowers in the aggregate during the term 
hereof not to exceed $250,000, excluding the existing loans to Affiliates 
set forth in Schedule 11.8 hereto as of the Effective Date.

         SECTION 1.70   Liens.  Create, assume or permit or suffer to exist
to be created or assumed any Lien on any of the Collateral or its other 
assets, other than Permitted Liens.

         SECTION 1.71   Operating Leases.  Enter into any lease other than
a Capitalized Lease (an "Operating Lease") that would cause the Borrowers
to exceed the Permitted Incremental Obligations.

         SECTION 1.72   Plans.  Permit any condition to exist in connection
with any Plan which might constitute grounds for the PBGC to institute 
proceedings to have such Plan terminated or a trustee appointed to 
administer such Plan, and any other condition, event or transaction with 
respect to any Plan which could result in the incurrence by such Borrower 
of any material liability, fine or penalty.
<PAGE>

         SECTION 1.73   Sales and Leasebacks.  Except as set forth in
Schedule 11.12, enter into any synthetic lease or any arrangement with
any Person providing for such Borrower's leasing from such Person any
real or personal property which has been or is to be sold or transferred, 
directly or indirectly, by such Borrower to such Person provided that the 
Borrowers may enter into sale/leaseback transactions with aggregate Net 
Proceeds in an amount for all Borrowers not to exceed $15,000,000 per 
Fiscal Year.

         SECTION 1.74   Capital Structure and Business.  (a) Make any
material changes in any of its business objectives, purposes or operations  
which could reasonably be expected to materially and adversely affect the 
repayment of the Loans or any of the other Secured Obligations or could 
reasonably be expected to result in a Materially Adverse Effect on such 
Borrower and its Subsidiaries as a whole, (b) make any change in its 
capital structure as described on Schedule 11.13, including the issuance 
of any shares of  stock, warrants or other securities convertible into 
Stock or any  revision of the terms of its outstanding stock, except for
options issued pursuant to the terms of the employee and/or management  
stock option plan in effect as of the Effective Date and the shares of 
stock issued in connection therewith, or (c) amend its charter or bylaws 
in a manner which would adversely affect Agent or Lenders or such 
Borrower's duty or  ability to repay the Secured Obligations.

         SECTION 1.75   No Impairment of Intercompany Transfers.  Directly
or indirectly enter into or become bound by any agreement, instrument,  
indenture or other obligation (other than this Agreement and the other 
Loan Documents) which could directly or indirectly restrict, prohibit or 
require the consent of any Person with respect to the payment of dividends 
or distributions or the making or repayment of intercompany loans by a 
Subsidiary of such Borrower to such Borrower.

         SECTION 1.76   No Speculative Transactions.  Engage in any
transaction involving commodity options, futures contracts or similar 
transactions, except solely to hedge against fluctuations in the prices of 
commodities owned or purchased by it and the values of foreign currencies 
receivable or payable by it and interest swaps, caps or collars.
<PAGE>

                           ARTICLE 12

                            DEFAULT

         SECTION 1.77   Events of Default.  Each of the following shall
constitute an Event of Default, whatever the reason for such event and 
whether it shall be voluntary or involuntary or be effected by operation 
of law or pursuant to any judgment or order of any court or any order, 
rule or regulation of any governmental or nongovernmental body:

         (1)  Default in Payment.  Any Borrower shall default in any
payment of principal of or interest on any Loan or any Note when and as due  
(whether at maturity, by reason of acceleration or otherwise).

         (2)  Other Payment Default.  Any Borrower shall default in the
payment, as and when due, of principal of or interest on, any other Secured 
Obligation, and such default shall continue for a period of five (5) days 
after written notice thereof has been given to such Borrower by the Agent.

         (3)  Misrepresentation.  Any representation or warranty made or
deemed to be made by any Borrower under this Agreement or any Loan Document, 
or any amendment hereto or thereto, shall at any time prove to have been 
incorrect or misleading in any material respect when made.

         (4)  Default in Performance.  Any Borrower shall default in the
performance or observance of any term, covenant, condition or agreement to 
be performed by such Borrower, contained in

         (1)  Articles 7, 8, 10 or 11, or Sections 9.1 (insofar as it
     requires the preservation of the corporate existence of such Borrower),
     or 9.8 and the Agent shall have delivered to such Borrower writen
     notice of such default; or

         (2)  any other provision of this Agreement (other than as
     specifically provided for otherwise in this Section 12.1) and such
     default shall continue for a period of 30 days after written notice
     thereof has been given to such Borrower by the Agent.

         (5)  Indebtedness Cross Default.  With respect to Indebtedness
for Money Borrowed,

         (1)  the maturity of any such Indebtedness, individually or in
     the aggregate with other such Indebtedness, in a principal amount
     exceeding $5,000,000 shall have (A) been accelerated in accordance
<PAGE>

     with the provisions of any indenture, contract or instrument
     providing for the creation of or concerning such Indebtedness, or (B)
     been required to be prepaid prior to the stated maturity thereof, or

         (ii) any event shall have occurred and be continuing which would   
     permit any holder or holders of such Indebtedness, any trustee or 
     agent acting on behalf of such holder or holders or any other Person 
     so to accelerate such maturity, and such Borrower or, such Subsidiary 
     shall have failed to cure such default prior to the expiration of any
     applicable cure or grace period.

         (6)   Other Cross-Defaults.  Any Borrower or any of its 
Subsidiaries shall default in the payment when due, or in the performance 
or observance, of any obligation or condition of any agreement, contract or 
lease (other than this Agreement, the Security Documents or any such 
agreement, contract or lease relating to Indebtedness for Money Borrowed) 
if the existence of any such defaults, singly or in the aggregate, could in  
the reasonable judgment of the Agent have a Materially Adverse Effect
on one or more Operating Companies.

         (7)  Voluntary Bankruptcy Proceeding.  Any Borrower or any of its
Subsidiaries shall (i) commence a voluntary case under the federal bankruptcy 
laws (as now or hereafter in effect), (ii) file a petition seeking to take 
advantage of any other laws, domestic or foreign, relating to bankruptcy, 
insolvency, reorganization, winding up or composition for adjustment of 
debts, (iii) consent to or fail to contest in a timely and appropriate  
manner any petition filed against it in an involuntary case under such 
bankruptcy laws or other laws, (iv) apply for or consent to, or fail to 
contest in a timely and appropriate manner, the appointment of, or the taking   
of possession by, a receiver, custodian, trustee, or liquidator of itself or  
of a substantial part of its property, domestic or foreign, (v) admit in 
writing its inability to pay its debts as they become due, (vi) make a 
general assignment for the benefit of creditors, or (vii) take any 
corporate action for the purpose of authorizing any of the foregoing.

         (8)  Involuntary Bankruptcy Proceeding.  A case or other proceeding 
shall be commenced against any Borrower or any of its Subsidiaries in any 
court of competent jurisdiction seeking (i) relief under the federal 
bankruptcy laws (as now or hereafter in effect) or under any other laws, 
domestic or foreign, relating to bankruptcy, insolvency, reorganization, 
winding up or adjustment of debts, (ii) the appointment of a trustee, 
receiver, custodian, liquidator or the like of any Borrower, any of its  
Subsidiaries or of all or any substantial part of the assets, domestic or
foreign, of such Borrower or any of its Subsidiaries, and such case or 
proceeding shall continue undismissed or unstayed for a period of 60 
consecutive calendar days, or an order granting the relief requested in 
<PAGE>

such case or proceeding against such Borrower or any of its Subsidiaries 
(including, but not limited to, an order for relief under such federal 
bankruptcy laws) shall be entered.

         (9)  Loan Documents.  Any event of default or Event of Default
under any other Loan Document shall occur or any Borrower or  any
Guarantor shall default in the performance or observance  of  any
material term, covenant, condition or agreement contained in,  or
the  payment  of  any other sum covenanted to  be  paid  by  such
Borrower  or any Guarantor under, any such Loan Document  or  any
provision of this Agreement, or of any other Loan Document  after
delivery  thereof  hereunder, shall for any reason  cease  to  be
valid  and  binding, other than a nonmaterial provision  rendered
unenforceable  by  operation of law, or such  Borrower  or  other
party  thereto (other than the Agent or a Lender) shall so  state
in  writing, or this Agreement or any other Loan Document,  after
delivery thereof hereunder, shall for any reason (other than  any
action taken independently by the Agent or a Lender and except to
the  extent  permitted by the terms thereof) cease  to  create  a
valid,  perfected  and, except as otherwise  expressly  permitted
herein, first priority Lien on, or security interest in,  any  of
the Collateral purported to be covered thereby.

         (10) Judgment.  A judgment or order for the payment of money
warrant, writ of attachment, execution or similar process which exceeds in 
amount or value $500,000 individually or $750,000 in the aggregate shall 
be entered against any Borrower by any court and such judgment, order, 
warrant, writ of attachment, execution or similar process shall continue 
undischarged or unstayed for 30 days.

         (11) ERISA. (i) Any Termination Event with respect to a Plan
shall occur that, after taking into account the excess, if any, of (A) the 
fair market value of the assets of any other Plan with respect to which a 
Termination Event occurs on the same day (but only to the extent that such 
excess is the property of any Borrower) over (B) the present value on such 
day of all vested nonforfeitable benefits under such other Plan, results in  
an Unfunded Vested Accrued Benefit in excess of $100,000, or (ii) any Plan 
shall incur an "accumulated funding deficiency" (as defined in Section 412 
of the Code or Section 302 of ERISA) for which a waiver has not been 
obtained in accordance with the applicable provisions of the Code and ERISA,  
or (iii) any Borrower is in "default" (as defined in Section  4219(c)(5) of
ERISA) with respect to payments to a Multiemployer Plan resulting from the 
Borrower's complete or partial withdrawal (as described in Section 4203 or 
4205 of ERISA) from such Multiemployer Plan.

         (12) Qualified Audits.  The independent certified public accountants 
retained by any Borrower shall refuse to deliver an opinion in accordance 
with Section 10.1(a) with respect to the annual financial statements of 
such Borrower.
<PAGE>

         (13) Material Adverse Change. There occurs any act, omission,
event, undertaking or circumstance or series of acts, omissions, events,
undertakings or circumstances which have, or would have, either individually  
or in the aggregate, a Materially Adverse Effect.

         SECTION 1.78   Remedies.

         (1)  Automatic Acceleration and Termination of Facilities.  Upon
the occurrence of an Event of Default specified in Section 12.1(g) or (h), 
(i) the principal of and the interest on the Loans and any Note at the time 
outstanding, and all other amounts owed to the Agent or the Lenders under 
this Agreement or any of the Loan Documents and all other Secured 
Obligations, shall thereupon become due and payable without presentment, 
demand, protest, or other notice of any kind, all of which are expressly
waived, anything in this Agreement or any of the Loan Documents to the 
contrary notwithstanding, and (ii) the Revolving  Credit Loans and the 
right of any and all Borrowers to request borrowings under this Agreement 
shall immediately terminate.

         (2)  Other Remedies.  If any Event of Default shall have occurred,  
and during the continuance of any such Event of Default, the Agent may 
without notice, and at the direction of the Required Lenders in their sole 
and absolute discretion shall, do any of the following:

         (1)  declare the principal of and interest on the Loans and any
     Note at the time outstanding, and all other amounts owed to the
     Agent or the Lenders under this Agreement or any of the Loan
     Documents and all other Secured Obligations, to be forthwith due
     and payable, whereupon the same shall immediately become due and
     payable without presentment, demand, protest or other notice of
     any kind, all of which are expressly waived, anything in this
     Agreement or the Loan Documents to the contrary notwithstanding;

         (2)  terminate the Revolving Credit Loans and any other right of
     the Borrowers to request borrowings hereunder;

         (3)  notify, or request each Borrower to notify, in writing or
     otherwise, any Account Debtor or obligor with respect to any one
     or more of the Receivables to make payment to the Agent, for the
     benefit of the Lenders, or any agent or designee of the Agent, at
     such  address  as  may be specified by  the  Agent  and  if,
     notwithstanding the giving of any notice, any Account Debtor or
     other such obligor shall make payments to such Borrower, such
     Borrower shall hold all such payments it receives in trust for
     the Agent, for the account of the Lenders, without commingling
     the  same with other funds or property of, or held by,  such
<PAGE>

     Borrower, and shall deliver the same to the Agent or any such
     agent or designee of the Agent immediately upon receipt by such
     Borrower  in the identical form received, together with  any
     necessary endorsements;

         (4)  settle or adjust disputes and claims directly with Account
     Debtors and other obligors on Receivables for amounts and on
     terms which the Agent reasonably considers advisable and in all
     such cases only the net amounts received by the Agent, for the
     account  of  the Lenders, in payment of such amounts,  after
     deductions  of costs and reasonable attorneys'  fees,  shall
     constitute Collateral and each Borrower shall have no further
     right to make any such settlements or adjustments or to accept
     any returns of merchandise;

         (5)  through self-help, without notice, demand or judicial or
     other process, enter upon any premises in which Collateral may be
     located and, without resistance or interference by any Borrower,
     take physical possession of any or all thereof and maintain such
     possession on such premises or move the same or any part thereof
     to such other place or places as the Agent shall choose, without
     being liable to any Borrower on account of any loss, damage or
     depreciation that may occur as a result thereof, so long as the
     Agent shall act reasonably;

         (6)  require each Borrower to and each Borrower shall, without
     charge to the Agent or any Lender, assemble the Collateral and
     maintain or deliver it into the possession of the Agent or any
     agent or representative of the Agent at such place or places as
     the Agent may designate and as are reasonably convenient to both
     the Agent and such Borrower;

         (7)  at the expense of Borrowers, cause any of the Collateral to
     be placed in a public or field warehouse, and the Agent shall not
     be  liable to any Borrower on account of any loss, damage or
     depreciation that may occur as a result thereof, so long as the
     Agent shall act reasonably and in its reasonable credit judgment;

         (8)  through self-help and without notice, demand or judicial or
     other  process, and without payment of any rent or any other
     charge, enter any of any Borrower's premises and, without breach
     of  the  peace, until the Agent, on behalf of  the  Lenders,
     completes the enforcement of its rights in the Collateral, take
     possession of such premises or place custodians in exclusive
     control thereof, remain on such premises and use the same and any
     of any Borrower's Collateral, for the purpose of (A) completing
     any work in process, and (B) collecting any Receivable, and the
     Agent for the benefit of the Lenders is hereby granted a license
     or  sublicense  and  all other rights as may  be  necessary,
     appropriate  or desirable to use the Proprietary  Rights  in
<PAGE>

     connection with the foregoing, and the rights of each and every
     Borrower under all licenses, sublicenses and franchise agreements
     shall  inure  to  the Agent for the benefit of  the  Lenders
     (provided, however, that any use of any federally registered
     trademarks as to any goods shall be subject to the control as to
     the quality of such goods of the owner of such trademarks and the
     goodwill of the business symbolized thereby);
(1)
         (9)  exercise any and all of its rights under any and all of the
     Security Documents;

         (10) apply any Collateral consisting of cash to the payment of
     the Secured Obligations in any order in which the Agent,  on
     behalf of the Lenders, may elect or use such cash in connection
     with the exercise of any of its other rights hereunder or under
     any of the Security Documents;

         (11) establish or cause to be established one or more Lockboxes
     or other arrangement for the deposit of proceeds of Receivables,
     and, in such case, each Borrower shall cause to be forwarded to
     the Agent at the Agent's Office, on a daily basis, copies of all
     checks  and other items of payment and deposit slips related
     thereto deposited in such Lockboxes, together with collection
     reports in form and substance satisfactory to the Agent; and

         (12) exercise all of the rights and remedies of a secured party
     under the Uniform Commercial Code and under any other Applicable
     Law, including, without limitation, the right, without notice
     except  as  specified below and with or without  taking  the
     possession thereof, to sell the Collateral or any part thereof in
     one or more parcels at public or private sale, at any location
     chosen by the Agent, for cash, on credit or for future delivery,
     and at such price or prices and upon such other terms as are
     commercially reasonable.  Each Borrower agrees that, to  the
     extent notice of sale shall be required by law, at least 10 days
     notice to such Borrower of the time and place of any public sale
     or the time after which any private sale is to be made shall
     constitute reasonable notification, but notice given in any other
     reasonable  manner  or  at any other reasonable  time  shall
     constitute reasonable notification.  The Agent shall not  be
     obligated to make any sale of Collateral regardless of notice of
     sale having been given.  The Agent may adjourn any public or
     private sale from time to time by announcement at the time and
     place fixed therefor, and such sale may, without further notice,
     be made at the time and place to which it was so adjourned.
<PAGE>

         SECTION 1.79   Application of Proceeds.  All proceeds from each
sale of, or other realization upon, all or any part of the Collateral 
following an Event of Default shall be applied or paid over as follows:

         (1)  First: to the payment of all costs and expenses incurred in
connection with such sale or other realization, including attorneys' fees 
and expenses actually incurred (including, without limitation, the 
expenses and other allocated costs of internal counsel),

         (2)  Second: to the payment of the Secured Obligations or the
creation of a Cash Collateral Account (with each and every Borrower  
remaining liable for any deficiency) as the Agent may elect,

         (3)  Third: the balance (if any) of such proceeds shall be paid
to the Borrowers, subject to any duty imposed by law, or otherwise to 
whomsoever shall be entitled thereto.

The Borrowers shall remain liable, jointly and severally, and will pay, 
on demand, any deficiency remaining in respect of the Secured Obligations, 
together with interest thereon at a rate per annum equal to the highest 
rate then payable hereunder on such Secured Obligations, which interest 
shall constitute part of the Secured Obligations.

         SECTION 1.80   Miscellaneous Provision Concerning Remedies.

         (1)  Rights Cumulative.  The rights and remedies of the Agent and
the Lenders under this Agreement, the Notes and each of the Loan Documents 
shall be cumulative and not exclusive of any rights or remedies which it or 
they would otherwise have.  In exercising such rights and remedies the Agent  
and the Lenders may be selective and no failure or delay by the Agent or any 
Lender in exercising any right shall operate as a waiver of it, nor shall
any single or partial exercise of any power or right preclude its other or 
further exercise or the exercise of any other power or right.

         (2)  Waiver of Marshaling.  Each Borrower hereby waives any right
to require any marshaling of assets and any similar right.

         (3)  Limitation of Liability.  Nothing contained in this Article
12 or elsewhere in this Agreement or in any of the Loan Documents shall be 
construed as requiring or obligating the Agent, any Lender or any agent or 
designee of the Agent or any Lender to make any demand, or to make any 
inquiry as to the nature or sufficiency of any payment received by it, or 
to present or file any claim or notice or take any action, with respect to 
any Receivable or any other Collateral or the monies due or to become
<PAGE>

due thereunder or in connection therewith, or to take any steps necessary 
to preserve any rights against prior parties, and the Agent, the Lenders 
and their agents or designees shall have no liability to any Borrower for 
actions taken pursuant to this Article 12, any other provision of this 
Agreement or any of the Loan Documents so long as the Agent or such Lender  
shall act reasonably and in its reasonable credit judgment.

         (4)  Appointment of Receiver.  In any action under this Article 12, 
the Agent shall be entitled during the continuance of an Event of Default to 
the appointment of a receiver, without notice of any kind whatsoever, to 
take possession of all or any portion of the Collateral and to exercise 
such power as the court shall confer upon such receiver.

         SECTION 1.81   Trademark License.  Each Borrower hereby grants to
the Agent, for the benefit of the Lenders, to the extent of such Borrower's  
rights therein and to the extent permitted by the various license agreements 
relating thereto, the nonexclusive right and license to use the trademarks 
set forth on Schedule 6.1(y) and any other trademark then used by any 
Borrower, for the purposes set forth in Section 12.2(b)(viii) and for the  
purpose of enabling the Agent to realize on the Collateral and to permit
any purchaser of any portion of the Collateral through a foreclosure sale 
or any other exercise of the Agent's rights and remedies under the Loan 
Documents to use, sell or otherwise dispose of the Collateral bearing any 
such trademark.  Such right and license is granted free of charge, without 
the requirement that any monetary payment whatsoever be made to any Borrower  
or any other Person by the Agent.  Each Borrower hereby represents, warrants, 
covenants and agrees that, except as set forth in the license agreements, 
it presently has, and shall continue to have, the right, without the 
approval or consent of others, to grant the license set forth in this 
Section 12.5.

                           ARTICLE 13

                          ASSIGNMENTS

         SECTION 1.82   Successors and Assigns; Participations.

         (1)  This Agreement shall be binding upon and inure to the benefit
of each Borrower, the Lenders, the Agent, all future holders of the Notes,  
and their respective successors and assigns, except that no Borrower may 
assign or transfer any of its rights or obligations under this Agreement 
without the prior written consent of each Lender, and any such attempted 
assignment or transfer by any Borrower except in strict compliance with the
provisions hereof shall be null and void, and of no force or effect.
<PAGE>

         (2)  Each Lender may assign to one or more Eligible Assignees all
or a portion of its interests, rights and obligations under this Agreement 
(including, without limitation, all or a portion of the Loans at the time 
owing to it and the Notes held by it); provided, however, that (i) each 
such assignment shall be of a constant, and not a varying, percentage of 
all the assigning Lender's rights and obligations under this Agreement, 
(ii) the amount of the Commitment of the assigning Lender that is subject
to each such assignment (determined as of the date the Assignment and  
Transfer with respect to such assignment is delivered to the Agent) shall 
in no event be less than $5,000,000 (the  "Minimum Commitment"), (iii) in 
the case of a partial assignment, the amount of the Commitment that is 
retained by the assigning Lender (determined  as  of  the date the 
Assignment and Transfer with respect to such assignment is delivered to the 
Agent) shall in no event be less than the Minimum Commitment, (iv) the 
parties to each such assignment shall execute and deliver to the Agent, for
its acceptance and recording in the Register (as hereinafter defined) an 
Assignment and Transfer, together with any Note or Notes subject to such 
assignment and such assignee's commitment percentage of the Agent's  
syndication expenses, (v) such assignment shall not, without the consent of  
the Borrowers, require a Borrower to file a registration statement with the
Securities and Exchange Commission or apply to or qualify the Loans or the 
Notes under the blue sky laws of any state, (vi) the representation contained 
in Section 13.2 hereof shall be true with respect to any such proposed 
assignee and (vii) such Lender provides notice to the Borrowers of the 
identity of the Eligible Assignee.  Upon such execution, delivery, acceptance   
and recording, from and after the effective date specified in each 
Assignment and Transfer, which effective date shall be at least five (5) 
Business Days after the execution thereof, (x) the assignee thereunder 
shall be a party hereto and, to the extent provided in such Assignment and 
Transfer, have the rights and obligations of a Lender hereunder, and (y) 
the Lender assignor thereunder shall, to the extent provided in such 
assignment, be released from its obligations under this Agreement. 
Notwithstanding anything to the contrary in this Section 13.1(b) or
elsewhere in this Agreement, The CIT Group/Business Credit, Inc. ("CITBC") 
agrees that, except after the occurrence of an Event of Default, the 
principal amount of the Commitment of CITBC during the term hereof shall 
in no event be less than the highest Commitment of any other Lender party 
to this Agreement.

         (3)  By executing and delivering an Assignment and Transfer, the
Lender assignor thereunder and the assignee thereunder confirm to and agree  
with each other and the other parties hereto as follows: (i) other than the 
representation and warranty that it is the legal and beneficial owner of 
the interest being assigned thereby free and clear of any adverse claim, 
such Lender assignor makes no representation or warranty and assumes no 
<PAGE>

responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement or the execution, legality,  
validity, enforceability, genuineness, sufficiency  or value of this  
Agreement or any other instrument or document furnished pursuant hereto; 
(ii) such Lender assignor makes no representation or warranty and assumes 
no responsibility with respect to the financial condition of any Borrower or  
the performance or observance by any Borrower of any of its obligations 
under this Agreement or any other instrument or document furnished pursuant 
hereto; (iii) such assignee confirms that it has received a copy of this 
Agreement, together with copies of the financial statements refereed to in 
Section 6.1(m) and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such  
Assignment and Transfer; (iv) such assignee will, independently and without 
reliance upon the Agent, such Lender assignor or any other Lender, and 
based on such documents and information as it shall deem appropriate at 
the time, continue to make its own credit decisions in taking or not taking  
action under this Agreement; (v) such assignee confirms that it is an 
Eligible Assignee; (vi) such assignee appoints and authorizes the Agent to 
take such action as agent on its behalf and to exercise such powers under 
this Agreement and the other Loan Documents as are delegated to the Agent 
by the terms hereof and thereof, together with such powers as are reasonably 
incidental thereto; and (vii) such assignee agrees that it will perform in 
accordance with their terms all of the obligations which by the terms of
this Agreement are required to be performed by it as a Lender.

         (4)  The Agent shall maintain a copy of each Assignment and Transfer
delivered to it and a register for the recordation of the names and 
addresses of the Lenders and the Commitment Percentage of, and principal 
amount of the Loans owing to, each Lender from time to time (the "Register").  
The entries in the Register shall be conclusive, in the absence of manifest 
error, and each Borrower, the Agent and the Lenders may treat each person  
whose name is recorded in the Register as a Lender hereunder for all 
purposes of this Agreement.  The Register shall be available for inspection 
by any Borrower or any Lender at any reasonable time and from time to time  
upon reasonable prior notice.

         (5)  Upon its receipt of an Assignment and Transfer executed by
an assigning Lender and an Eligible Assignee together with any Note or Notes 
subject to such assignment and the written consent to such assignment, the 
Agent shall, if such Assignment and Transfer has been completed and is in 
the form of Exhibit J, (i) accept such Assignment and Transfer, (ii) record 
the information contained therein in the Register, (iii) give prompt notice
thereof to the Lenders and each Borrower, and (iv) promptly deliver a copy 
of such Assignment and Transfer to each Borrower. Within five (5) Business 
Days after receipt of notice, each Borrower shall execute and deliver to the 
<PAGE>

Agent in exchange for the surrendered Note or Notes a new Note or Notes to 
the order of such Eligible Assignee in amounts equal to the Commitment
Percentage assumed by such Eligible Assignee pursuant to such Assignment 
and Transfer and a new Note or Notes to the order of the  assigning  Lender  
in an amount equal to the Commitment retained by it hereunder.  Such new 
Note or Notes shall be in an aggregate principal amount equal to the 
aggregate principal amount of such surrendered Note or Notes, shall be 
dated the effective date of such Assignment and Transfer and shall otherwise  
be in substantially the form of the assigned Notes delivered to the assignor 
Lender.  Each surrendered Note or Notes shall be canceled and returned 
to Trism.

         (6)  Each Lender may, without the consent of any Borrower, sell
participations to one or more banks or other entities in all or a portion of  
its rights and obligations under this Agreement (including, without 
limitation, all or a portion of its commitments hereunder and the Loans 
owing to it and the Notes held by it); provided, however, that (i) each such 
participation shall be in an amount not less than the Minimum Commitment,  
(ii) such  Lender's obligations under this Agreement (including, without  
limitation, its commitments hereunder) shall remain unchanged, (iii) such 
Lender shall remain solely responsible to the other parties hereto for the 
performance of such obligations, (iv) such Lender shall remain the holder 
of the Notes held by it for all purposes of this Agreement, (v) each 
Borrower, the Agent and the other Lenders shall continue to deal solely 
and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement; provided, that such Lender may agree with  
any participant that such Lender will not, without such participant's 
consent, agree to or approve any waivers or amendments which would reduce 
the principal of or the interest rate on any Loans, extend the term or 
increase the amount of the commitments of such participant, reduce the 
amount of any fees to which such participant is entitled, extend any 
scheduled payment date for principal or release Collateral securing the 
Loans (other than Collateral disposed of pursuant to the terms of this 
Agreement or the Security Documents), (vi) any such disposition shall not, 
without the consent of the Borrowers, require any Borrower to file a 
registration statement with the Securities and Exchange Commission to 
apply to qualify the Loans or the Notes under the blue sky law of any state  
and (vii) such Lender provides notice to the Borrower of the identity of 
the potential participant.  The Lender selling a participation to any bank  
or other entity that is not an Affiliate of such Lender shall give prompt 
notice thereof to each Borrower.

         (7)  Any Lender may, in connection with any assignment, proposed
assignment, participation or proposed participation pursuant to this Section  
13.1, disclose to the assignee, participant, proposed assignee or proposed  
participant, any information relating to any Borrower furnished to such 
Lender by or on behalf of such Borrower; provided that, prior to any such  
disclosure, each such-assignee, proposed assignee, participant or proposed
<PAGE>

participant shall agree with such Borrower or such Lender (which in the 
case of an agreement with only such Lender, such Borrower shall be 
recognized as a third party beneficiary thereof) to preserve the 
confidentiality of any confidential information relating to such Borrower 
received from such Lender.

         (8)  Each Borrower shall assist any Lender permitted to sell
assignments or participations under this Section 13.1  as reasonably 
required to enable the assigning or selling Lender to effect any such 
assignment or participation, including, without limitation, (i) prompt  
assistance in the preparation of an information memorandum and the 
verification of the completeness and accuracy of the information contained  
therein; (ii) preparation of offering materials and projections by any 
Borrower and its advisors; (iii) providing the Agent with all information
reasonably deemed necessary by Agent to successfully complete the 
syndication; (iv) confirmation as to the accuracy and completeness of such 
offering materials, information and projections; (v) participation of any 
Borrower's senior management in meetings and conference calls with potential
lenders at such times and places as Agent may reasonable request; and (vi) 
the execution and delivery of any and all agreements, notes and other 
documents and instruments as shall be requested.

         SECTION 1.83   Representation of Lenders.  Each Lender hereby
represents that it will make each Loan hereunder as a commercial loan for 
its own account in the ordinary course of its business; provided, however, 
that subject to Section 13.1 hereof, the disposition of the Notes or other 
evidence of the Secured Obligations held by any Lender shall at all times 
be within its exclusive control.


                           ARTICLE 14

                             AGENT

         SECTION 1.84   Appointment of Agent.  Each of the Lenders hereby
irrevocably designates and appoints The CIT Group/Business Credit, Inc. as 
the Agent of such Lender under this Agreement and the other Loan Documents,  
and each such Lender irrevocably authorizes Agent, as the Agent for such 
Lender to take such action on its behalf under the provisions of this 
Agreement and the other Loan Documents and to exercise such powers and 
perform such duties as are expressly delegated to the Agent by the terms
of this Agreement and such other Loan  Documents, including, without 
limitation, to make determinations as to the eligibility of Receivables and 
<PAGE>

to adjust the advance ratios contained in the definition of "Borrowing 
Base" (so long as such advance ratios, as adjusted, do not exceed those 
set forth in the definition of "Borrowing  Base"), together with such other  
powers as are reasonably incidental thereto.  Notwithstanding any provision  
to the contrary elsewhere in this Agreement or such other Loan Documents, 
the Agent shall not have any duties or responsibilities, except those 
expressly set forth herein and therein, or any fiduciary relationship with 
any Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or the other 
Loan Documents or otherwise exist against the Agent.

         SECTION 1.85   Delegation of Duties.  The Agent may execute any of  
its duties under this Agreement and the other Loan Documents by or through 
agents or attorneys-in-fact and shall be entitled to  advice of counsel 
concerning all matters pertaining to such duties.  The Agent shall not be 
responsible for the negligence or misconduct of any agents or attorneys-
in-fact selected by it with reasonable care.

         SECTION 1.86   Exculpatory Provisions.  Neither the Agent nor any
of its trustees, officers, directors, employees,  agents, attorneys-in-fact 
or Affiliates shall be (i) liable to any Lender (or any Lender's 
participants) for any action lawfully taken or omitted to be taken by it 
or such Person under or in connection with this Agreement or the other 
Loan Documents (except for its or such Person's own gross negligence or 
willful misconduct), or (ii) responsible in any manner to any Lender (or 
any Lender's participants) for any recitals, statements, representations or
warranties made by any Borrower or any officer thereof contained in this 
Agreement or the other Loan Documents or in any certificate, report, 
statement or other document referred to or provided for in, or received by 
the Agent under or in connection with, this Agreement or the other Loan 
Documents or for the value, validity,  effectiveness, genuineness, 
enforceability or sufficiency of this Agreement or the other Loan 
Documents or for any failure of any Borrower to perform its obligations 
hereunder or thereunder.  The Agent shall not be under any obligation to
any Lender to ascertain or to inquire as to the observance or performance 
of any of the agreements contained in, or conditions of, this Agreement, or  
to inspect the properties, books or records of any Borrower.

         SECTION 1.87   Reliance by Agent.  The Agent shall be entitled to
rely, and shall be fully protected in relying, upon any Note, writing,  
resolution, notice, consent, certificate, affidavit, letter, cablegram, 
telegram, telecopy, telex or teletype message, statement, order or other 
document or conversation believed by it to be genuine and correct and to 
have been signed, sent or made by the proper Person or Persons and upon 
advice and statements of legal counsel (including, without limitation, 
counsel to any Borrower), independent accountants and other experts 
<PAGE>

selected by the Agent.  The Agent may deem and treat the payee of any 
Note as the owner thereof for all purposes unless such Note shall have
been transferred in accordance with Section 13.1. The Agent shall be
fully justified in failing or refusing to take any action under this
Agreement and the other Loan Documents unless it shall first receive
such advice or concurrence of the Required Lenders (or the unanimous 
consent of the Lenders with respect to the matters set forth in Section 
15.9(b)) as it deems appropriate or it shall first be indemnified to its 
satisfaction by the Lenders against any and all liability and expense 
which may be incurred by it by reason of taking or continuing to take 
any such action. The Agent shall in all cases be fully protected in 
acting, or in refraining  from acting, under this Agreement and the Notes 
in accordance with a request of the Required Lenders, and such request and 
any action taken or failure to act pursuant thereto shall be binding upon 
all the Lenders and all future holders of the Notes.

         SECTION 1.88   Notice of Default.  The Agent shall not be deemed
to have knowledge or notice of the occurrence of any Default or Event of 
Default hereunder unless the Agent has received notice from a Lender or a  
Borrower referring to this Agreement, describing such Default or Event of 
Default and stating that such notice is a "notice of default".  In the 
event that the Agent receives such a notice, the Agent shall promptly  
give notice thereof to the Lenders.  The Agent shall take such action with
respect to  such Default or Event of Default as shall be reasonably directed 
by the Required Lenders; provided that unless and until the Agent shall 
have received such  directions, the Agent may (but shall not be obligated to)  
continue making Revolving Credit Loans to the Borrowers on behalf of the 
Lenders in reliance on the provisions of Section 4.6 and take such other
action, or refrain from taking such action, with respect to such Default or 
Event of Default as it shall deem advisable in the best interests of the 
Lenders.

         SECTION 1.89   Non-Reliance on Agent and Other Lenders.  Each
Lender  expressly acknowledges that neither the Agent nor any of its 
officers, directors, employees, agents, attorneys-in-fact or Affiliates has 
made any representations or warranties to it and that no act by the Agent 
hereinafter taken, including any review of the affairs of any Borrower, 
shall be deemed to constitute any representation or warranty by the Agent 
to any Lender.  Each Lender represents to the Agent that it has,  
independently and without reliance upon the Agent or any other Lender, and 
based on such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the business, operations, 
property,  financial and other condition and creditworthiness  of any 
Borrower and made its own decision to make its Loans hereunder and enter 
into this Agreement.   Each Lender also represents that it will, in-
dependently and without reliance upon the Agent or any other Lender, and 
based on such documents and information as it shall deem appropriate at the
<PAGE>

time,  continue  to make its own credit analysis, appraisals  and
decisions in taking or not taking action under this Agreement and
the  other Loan Documents, and to make such investigation  as  it
deems  necessary to inform itself as to the business, operations,
property,  financial and other condition and creditworthiness  of
each  Borrower.  Except for notices, reports and other  documents
expressly  required to be furnished to the Lenders by  the  Agent
hereunder  or  by the other Loan Documents, the Agent  shall  not
have  any  duty or responsibility to provide any Lender with  any
credit  or other information concerning the business, operations,
property,  financial  and other condition or creditworthiness  of
any  Borrower which may come into the possession of the Agent  or
any  of its officers, directors, employees, agents, attorneys-in-
fact or Affiliates.

         SECTION 1.90   Indemnification.  The Lenders agree to indemnify
the Agent in its capacity as such (to the extent not reimbursed by a 
Borrower and without limiting the obligation of the Borrowers to do so),  
ratably according to their respective Commitment Percentages, from and 
against any and all liabilities, obligations, losses, damages, penalties, 
actions, judgments, suits, costs, expenses or disbursements of any kind 
whatsoever which may at any time (including, without limitation, at any 
time following the payment of the Notes) be imposed on, incurred by or
asserted against the Agent in any way relating to or arising out of this 
Agreement or the other Loan Documents, or any documents contemplated by or  
referred to herein or therein or the transactions contemplated hereby or 
thereby or any action taken or omitted by the Agent under or in connection 
with any of the foregoing; provided that no Lender shall be liable for the
payment of any portion of such liabilities, obligations, losses, damages, 
penalties, actions, judgments, suits, costs, expenses or disbursements 
resulting solely from the Agent's gross negligence or willful misconduct 
or resulting solely from transactions or occurrences  that occur at a time 
after such Lender has assigned all of its interests, rights and obligations 
under this Agreement pursuant to Section 13.1 or, in the case of a Lender 
to which an assignment is made hereunder pursuant to Section 13.1, at a time
before such assignment.  The agreements in this subsection shall survive the 
payment of the Notes, the Secured Obligations and all other amounts payable  
hereunder and the termination of this Agreement.

         SECTION 1.91   Agent in Its Individual Capacity. The Agent and
its Affiliates may make loans to, accept deposits from and generally engage 
in any kind of business with any Borrower and any Guarantor and their 
respective Subsidiaries as if the Agent were not the Agent hereunder.  
With respect to its  Commitment, the Loans made or renewed by it and any 
Note issued to it and any Letter of Credit issued by it, the Agent shall 
have and may exercise the same rights and powers under this Agreement and 
the other Loan Documents and is subject to the same obligations and 
<PAGE>

liabilities as and to the extent set forth herein and in the other Loan 
Documents for any other Lender.  The terms  "Lenders" or "Required 
Lenders" or any other term shall, unless the context clearly otherwise 
indicates, include the Agent in its individual capacity as a Lender or 
one of the Required Lenders.

         SECTION 1.92   Successor Agent.  The Agent may resign as Agent
upon an Event of Default by providing 30 days written notice to the Lenders.  
The Agent may be removed by the Required Lenders if the Agent is grossly 
negligent or engages in willful misconduct in the performance of its duties 
under this Agreement.  If the Agent  shall resign or be removed as Agent 
under this Agreement, then the Required Lenders shall appoint from among 
the Lenders a successor agent for the Lenders which successor agent shall  
be approved by the Borrowers (which approval shall not be unreasonably  
withheld), whereupon such successor agent shall succeed to the rights, 
powers and duties of the Agent, and the term "Agent" shall mean such 
successor agent effective upon its appointment, and the former Agent's 
rights, powers and duties as Agent  shall be terminated, without any 
other or further act or deed on the part of such former Agent or any of 
the parties to this Agreement or any holders of the Notes.  After any  
Agent's resignation or removal hereunder as Agent, the provisions of
Section 14.7 shall inure to its benefit as to any actions taken or omitted  
to be taken by it while it was Agent under this Agreement.

         SECTION 1.93   Notices from Agent to Lenders.  The Agent shall
promptly, upon receipt thereof, forward to each Lender copies of any written 
notices, reports or other information supplied to it by the Borrowers 
(but which the Borrowers are not required to supply directly to the Lenders).

         SECTION 1.94   Direction from Lenders.  Notwithstanding anything
contained in this Agreement or any other Loan Document to the contrary, the 
Agent shall not exercise any of the remedies set forth in Section 12.2 (or 
in any other provision of any Loan Document) with respect to any of the 
Mortgaged Real Estate or Pledged Collateral (as defined in the Pledged 
Agreement) without the prior written consent of any combination of Lenders  
whose Commitment Percentages at such time aggregate 50% or more.  The
foregoing sentence shall not, as between the Borrowers, the Guarantors and 
the Agent, limit or restrict the Agent's right to pursue any remedy against 
the Collateral, including the Mortgaged Real Estate and the Pledged 
Collateral.
<PAGE>

                           ARTICLE 15

                                                               MISCELLANEOUS

         SECTION 1.95   Notices.

         (1)  Method of Communication.  Except as specifically provided in
this Agreement or in any of the Loan Documents, all notices and the 
communications hereunder and thereunder shall be in writing or by telephone, 
subsequently confirmed in writing.  Notices in writing shall be delivered 
personally or sent by  certified or registered mail, postage pre-paid, or 
by overnight courier, telex or facsimile transmission and shall be deemed 
received in the case of personal delivery, when delivered, in the case of
mailing, when receipted for, in the case of overnight delivery, on the next 
Business Day after delivery to the courier, and in the case of telex and 
facsimile transmission, upon transmittal, provided that in the case of 
notices to the Agent, notice shall be deemed to have been given only when 
such notice is actually received by the Agent.  A telephonic notice to the 
Agent, as understood by the Agent, will be deemed to be the controlling and
proper notice in the event of a discrepancy with or failure to receive a 
confirming written notice.

         (2)   Addresses for Notices.  Notices to any party shall be sent
to it at the following addresses, or any other address of which all the 
other parties are notified in writing

 If to the Borrowers:     c/o TRISM, Inc.
                          4174 Jiles Road
                          Kennesaw, Georgia 30144
                          Attn:   Mr.   James  G.  Overly,   Chief
Financial Officer
                          Facsimile No.: (770) 795-4617

 With a copy to:          Proskauer Rose, LLP
                          1585 Broadway
                          New York, New York  10036
                          Attn:  Alan Williams, Esq.
                          Facsimile No.:  (212) 969-2900

 If to the Agent:         The CIT Group/Business Credit, Inc.
                          900 Ashwood Parkway
                          Atlanta, Georgia 30338
                          Attn:   Mr.  Kenneth  B.  Butler,   Vice
                          President
                          Facsimile No.: (770) 551-7899

 With a copy to:          Smith, Gambrell & Russell, LLP
                          1230 Peachtree Street, N.E.
                          Suite 3100
                          Atlanta, Georgia 30309
                          Attn: Bruce W. Moorhead, Jr., Esq.
                          Facsimile: (404) 815-3509

 If to a Lender:          At  the address of such Lender set
                          forth on the signature page hereof.

         (3)  Agent's Office.  The Agent hereby designates its office
located at 900 Ashwood Parkway, Atlanta, Georgia 30338, or any subsequent  
office which shall have been specified for such purpose by written notice 
to the Borrowers, as the office to which payments  due are to be made and 
at which Loans will be disbursed.

         SECTION 1.96   Expenses.  The Borrowers agree, jointly and
severally, to pay or reimburse on demand all costs and  expenses incurred 
by the Agent or, following an Event of Default, any Lender, including, 
without limitation, the reasonable fees and disbursements of counsel, in 
connection with (a) the negotiation, preparation, execution, delivery, 
administration, enforcement and termination  of  this  Agreement  and  
each  of  the  other  Loan Documents,  whenever  the same shall be 
executed  and  delivered, including,  without  limitation (i) the 
out-of-pocket costs and expenses incurred in connection with the 
administration and interpretation  of this Agreement and the other Loan  
Documents; (ii) the  costs  and expenses of appraisals of  the  
Collateral; (iii) the costs and expenses of lien and title searches and 
title insurance; (iv) the costs and expenses of environmental reports
with respect to the Real Estate; (v) taxes, fees and other charges for 
recording the Mortgages,  filing the Financing Statements and continuations 
and the costs and expenses of taking other  actions  to  perfect, protect, 
and continue the Security Interests;  provided, however, that the Borrowers  
shall not be required to pay the expenses of any Person which becomes a 
Lender more than 90 days after the Effective Date incurred in connection
with  such  Person's so becoming a Lender; (b)  the  preparation, execution  
and  delivery of any waiver, amendment, supplement or consent by the Agent 
and the Lenders relating to this  Agreement or any of the Loan Documents; 
(c) sums paid or incurred to  pay any amount or take any action required of 
the Borrowers under the Loan Documents that the Borrowers fail to pay or 
take; (d) out-of-pocket  costs  of field audits, inspections and 
verifications of the  Collateral by the Agent and the Lenders, including,  
without limitation, standard per diem fees charged by the Agent and the
Lenders in the amount of $650 per diem per auditor and travel, lodging, and 
meals in connection therewith, at or prior to the date on which a Person 
becomes a Lender and up to two (2) times per year and whenever an Event of 
Default exists provided, however, that unless and until a Default or an 
<PAGE>

Event of Default shall have occurred and be continuing under this 
Agreement or any of the other Loan Documents, (i) no field audit charges 
or expenses  of any Lender other than the Agent shall be charged to or 
reimbursable by  Borrowers, except for field  audit  charges incurred for 
a single field audit by a prospective Lender, with a commitment  of at 
least $5 million, conducted in connection  with an prospective assignment 
or participation hereunder, and (ii) no Lender  whose aggregate commitment 
with respect to the Financing is  less  than $5 million shall conduct, or 
require Borrowers to pay  for, any separate field audit by such Lender; 
(e) costs and expenses of forwarding loan proceeds, collecting checks and 
other items of payment, and establishing  and maintaining each Controlled 
Disbursement Account, Agency Account and Lockbox;  (f) costs and expenses 
of preserving and protecting the Collateral; (g) consulting, after the 
occurrence of a Default, with one or more Persons, including appraisers, 
accountants and lawyers, concerning the value of any Collateral for the 
Secured Obligations or related to the nature, scope or value of any right
or remedy of the Agent or any Lender hereunder or under any of the Loan 
Documents, including any review of factual matters in connection therewith, 
which expenses shall include the fees and disbursements of such Persons; 
and (h) reasonable costs and expenses paid or incurred to obtain payment of 
the Secured Obligations, enforce the Security Interests, sell or otherwise
realize upon the Collateral, and otherwise enforce the provisions of the 
Loan Documents, or to prosecute or defend any claim in any way arising out 
of, related to or connected with, this Agreement or any of the Loan 
Documents, which expenses shall include the reasonable fees and 
disbursements of counsel and of experts and other consultants 
retained by the Agent or any Lender.

The foregoing shall not be construed to limit any other provisions of 
the Loan Documents regarding costs and expenses to be paid by the 
Borrowers.  The Borrowers hereby authorize the Agent  and the Lenders to 
debit the Borrowers' Loan Accounts (by increasing the principal amount of 
the Revolving Credit Loan) in the amount of any such costs and expenses 
owed by the Borrowers when due.

         SECTION 1.97   Stamp and Other Taxes.  The Borrowers will pay any
and all stamp, registration, recordation and similar taxes, fees or charges 
and shall indemnify the Agent and the Lenders against any and all 
liabilities with respect to or resulting fro  any delay in the payment or 
omission to pay any such taxes, fees or charges, which may be payable or 
determined to  be payable in connection with the execution, delivery, 
performance or enforcement of this Agreement and any of the Loan  
Documents or the perfection of any rights or security interest thereunder,
including, without limitation, the Security Interest.

         SECTION 1.98   Setoff.
<PAGE>

         (1)  In addition to any rights now or hereafter granted under
Applicable  Law and not by way of limitation of any such  rights, during the 
continuance of any Event of Default, each Lender, any participant with such 
Lender in the Loans and each Affiliate of each Lender are hereby authorized 
by the Borrowers at any time or from time to time, without notice to any 
Borrower or to any other Person, any such notice being hereby expressly 
waived, to set off and to appropriate and to apply any and all deposits 
(general or special, including, but not limited to, indebtedness evidenced 
by certificates of deposit, whether matured or unmatured) and any other 
indebtedness at any time held or owing by any Lender or any Affiliate of 
any Lender or any participant to or for the  credit or the account of any 
Borrower against and on account  of  the Secured  Obligations irrespective 
or whether or not the Agent or such  Lender  shall have made any demand 
under this Agreement or any of the Loan Documents, or the Agent or such 
Lender shall have declared  any  or all of the Secured Obligations to be 
due and payable as permitted by Section 12.2 and although such  Secured
Obligations shall be contingent or unmatured.

         (2)  If any Lender shall obtain payment of any principal of or
interest on any Loan made by it or on any other Secured Obligation owing to 
such Lender through the exercise of any right of set-off, banker's lien or 
counterclaim or similar right or otherwise, it shall promptly so notify the 
Agent (which shall promptly notify the other Lenders).  If, as a result of 
such payment, such Lender shall have received a greater percentage of the
principal of or interest on any Revolving Credit Loan to such Lender than
the  percentage received by any other Lender or Lenders in respect of the
principal of or interest on any Revolving Credit Loan owing to such other 
Lender or Lenders, it shall, at the request of such other Lender or 
Lenders, promptly purchase from such other Lender or Lenders participations 
in (or, if and to the extent specified by such first Lender, direct 
interests  in)  the principal of or interest on Revolving  Credit Loans 
owing to such other Lenders in such amounts, and make  such other 
adjustments from time to time as shall be equitable, to the end that such 
first Lender and such other Lender or Lenders (such first Lender and such 
other Lender or Lenders being collectively referred to as the "Sharing 
Lenders") shall share the benefit of such excess payment (net of any 
expenses which may be incurred by such first Lender in obtaining or 
preserving such excess payment) pro rata in accordance with the unpaid 
amounts of such obligations owing to each of the Sharing Lenders.  To such 
end all the Sharing Lenders shall make appropriate adjustments among
themselves (by the resale of participations sold or otherwise) if such 
payment is rescinded or must otherwise be restored.

         (3)  The Borrowers agree that any Lender so purchasing a
participation  in  obligations  hereunder  of  the  Borrowers  to
another  Lender or other Lenders may exercise any and all  rights
of  set-off,  bankers' lien, counterclaim or similar rights  with
respect  to  such participation as fully as if such first  Lender
<PAGE>

were a direct holder of obligations of the  Borrowers in the amount of 
such participation.  Nothing contained herein shall require any Lender to 
exercise any such right or shall affect the right of any Lender to 
exercise, and retain  the  benefits of exercising, any such right with 
respect to any other indebtedness or obligation of the Borrowers.

         (4)  If under any applicable bankruptcy, insolvency or other
similar law, any Lender receives a secured claim in lieu of a set- off  to  
which Section 15.4(b) hereof applies, such Lender  shall to the extent 
practicable, exercise its rights in respect of such secured claim in a 
manner consistent with the rights of the Lenders entitled under this 
Section 15.4 to share in the benefits of any recovery on such secured claim.

         SECTION 1.99   Litigation.  THE BORROWERS, THE AGENT AND EACH
LENDER HEREBY  KNOWINGLY, INTENTIONALLY  AND  VOLUNTARILY  WAIVE TRIAL BY
JURY IN ANY ACTION OR PROCEEDING OF ANY KIND OR NATURE IN ANY COURT IN 
WHICH AN ACTION MAY BE COMMENCED BY OR  AGAINST THE  BORROWERS,  THE AGENT 
AND SUCH LENDER ARISING OUT OF THIS AGREEMENT, THE COLLATERAL OR ANY 
ASSIGNMENT THEREOF OR BY REASON OF ANY OTHER CAUSE OR DISPUTE WHATSOEVER 
BETWEEN THE BORROWERS AND THE AGENT OR ANY LENDER OF ANY KIND OR NATURE.  
THE BORROWERS, THE AGENT AND THE LENDERS  HEREBY  AGREE  THAT THE FEDERAL 
COURT OF  THE NORTHERN DISTRICT OF GEORGIA  SHALL HAVE NONEXCLUSIVE  
JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE 
BORROWERS AND THE AGENT OR SUCH LENDER, PERTAINING DIRECTLY OR INDIRECTLY 
TO THIS AGREEMENT OR THE LOAN DOCUMENTS OR TO ANY MATTER ARISING THEREFROM.   
THE BORROWERS EXPRESSLY SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION  
IN ANY ACTION OR PROCEEDING COMMENCED IN SUCH COURTS, HEREBY WAIVING
PERSONAL SERVICE OF THE SUMMONS AND COMPLAINT, OR OTHER  PROCESS OR PAPERS  
ISSUED THEREIN AND AGREEING THAT SERVICE OF SUCH SUMMONS AND COMPLAINT OR 
OTHER PROCESS OR PAPERS MAY BE MADE BY REGISTERED  OR CERTIFIED MAIL 
ADDRESSED TO THE BORROWERS AT THE ADDRESS OF THE BORROWERS SET FORTH IN 
SECTION 15.1. SHOULD ANY OF THE BORROWERS FAIL TO APPEAR OR ANSWER ANY 
SUMMONS, COMPLAINT, PROCESS OR PAPERS SO SERVED WITHIN 30 DAYS AFTER THE 
MAILING THEREOF, IT SHALL BE DEEMED IN DEFAULT AND AN ORDER AND/OR 
JUDGMENT MAY BE RENDERED AGAINST IT AS DEMANDED OR PRAYED FOR  IN SUCH 
SUMMONS,  COMPLAINT, PROCESS OR PAPERS.   THE  NONEXCLUSIVE CHOICE OF 
FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE 
ENFORCEMENT OF ANY JUDGMENT OBTAINED IN SUCH FORUM OR THE TAKING OF ANY 
ACTION UNDER THIS AGREEMENT TO ENFORCE SAME IN ANY APPROPRIATE JURISDICTION.

         SECTION 1.100  Reversal of Payments.  The Agent and each Lender
shall have the continuing and exclusive right to apply, reverse and re-apply 
any and all payments to any portion of the Secured Obligations in a manner 
consistent with the terms of this Agreement.  To the extent the Borrowers 
make a payment or payments to the Agent, for the account of the Lenders, or 
<PAGE>

any Lender receives any payment or proceeds of the Collateral for the
Borrowers' benefit, which payment(s) or proceeds or any part thereof are 
subsequently invalidated, declared to be fraudulent or preferential, set 
aside and/or required to be repaid to a trustee, receiver or any other party 
under any bankruptcy law, state or federal law, common law or equitable 
cause, then, to the extent of such payment or proceeds received, the Secured
Obligations or part thereof intended to be satisfied shall be revived and 
continued in full force and effect, as if such payment or proceeds had not 
been received by the Agent or such Lender, and shall constitute a Prime 
Option Loan.

         SECTION 1.101  Injunctive Relief.  The Borrowers recognize that,
in the event the Borrowers fail to perform, observe or discharge any of its 
obligations or liabilities under this Agreement, any remedy at law may prove 
to be inadequate relief to the Agent and the Lenders; therefore, the 
Borrowers agree that if any Event of Default shall have occurred and be 
continuing, the Agent and the Lenders, if the  Agent or any Lender so 
requests, shall be entitled to temporary and permanent injunctive relief 
without the necessity of proving actual damages.

         SECTION 1.102  Accounting Matters.  All financial and accounting
calculations, measurements and computations made for any purpose relating 
to this Agreement, including, without limitation, all computations utilized 
by the Borrowers to determine whether it is in compliance with any covenant 
contained herein, shall, unless this Agreement otherwise provides or unless  
Required Lenders shall otherwise consent in writing, be performed in 
accordance with GAAP.

         SECTION 1.103  Amendments.

         (1)  Except as set forth in subsection (b) below, any term,
covenant, agreement or condition of this Agreement or any of the Loan  
Documents may be amended or waived, and any departure therefrom may be 
consented to by the Required Lenders, if, but only if, such amendment, 
waiver or consent is in writing signed by the Required Lenders and, in the 
case of an amendment (other than an amendment described in Section 15.9(d)),  
by the Borrowers, and in any such event, the failure to observe, perform
or discharge any such term, covenant, agreement or condition (whether such 
amendment is executed or such waiver or consent is given before or after 
such failure) shall not be construed as a breach of such term, covenant, 
agreement or condition or as a Default or an Event of Default.  Unless o
therwise specified in such waiver or consent, a waiver or consent given 
hereunder shall be  effective only in the specific instance and for the 
specific purpose for which given.  In the event that any such waiver or
amendment is requested by the Borrowers, the Agent and the Lenders may 
require and charge a fee in connection therewith and consideration thereof 
in such amount as shall be determined by the Agent and the Required Lenders 
in their discretion.
<PAGE>

         (2)  Except as otherwise set forth in this Agreement, without the
prior unanimous written consent of the Lenders,

         (1)  no amendment, consent or waiver shall affect the amount or
     extend the time of the obligation of the Lenders to make Loans or
     extend the originally scheduled time or times of payment of the
     principal of any loan or alter the time or times of payment of
     interest on any Loan or the amount of the principal thereof or the
     rate of interest thereon or the amount of any commitment fee payable
     hereunder or permit any subordination of the principal or interest on
     such Loan, permit the subordination of the Security Interests in any
     material Collateral or amend the provisions of Article 12 or of this
     Section 15.9(b),

         (2)  no Collateral shall be released by the Agent other than as
     specifically permitted in this Agreement,

         (3)  except to the extent expressly provided herein, the
     definition "Borrowing Base" shall not be amended, and

         (4)  neither the Agent nor any Lender shall consent to any
     amendment to or waiver of the amortization, deferral or subordination  
     provisions of any instrument or agreement evidencing or relating to 
     obligations of the Borrowers that are expressly subordinate to any of 
     the Secured Obligations if such amendment or waiver would be adverse 
     to the Lenders in their capacities as Lenders hereunder;

     provided, however, that anything herein to the contrary notwithstanding, 
     Required Lenders shall have the right to waive any Default or Event of 
     Default and the consequences hereunder of such Default or Event of 
     Default and shall have the right to enter into an agreement with the 
     Borrowers or the Guarantors providing for the forbearance from the
     exercise of any remedies provided hereunder or under the other Loan 
     Documents without waiving any Default or Event of Default.

         (3)  The making of Loans hereunder by the Lenders during the
existence of a Default or Event of Default shall not be deemed to
constitute a waiver of such Default or Event of Default.

         (4)  Notwithstanding any provision of this Agreement or the other
loan documents to the contrary, no consent, written or otherwise, of the  
Borrowers shall be necessary or required in connection with any amendment 
to Article 14 or Section 4.6.
<PAGE>

         SECTION 1.104  Assignment.  All the provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and 
their respective successors and assigns, except that no Borrower may assign 
or transfer any of its rights under this Agreement.

         SECTION 1.105  Performance of Borrowers' Duties.  The Borrowers'
obligations under this Agreement and each of the Loan Documents shall be  
performed by the Borrowers at their joint and several cost and expense.  
Upon the occurrence of a Default or Event of Default (as  those terms are 
defined herein and in any of the other Loan Documents) under any of the 
Loan Documents, if the Borrowers shall fail to do any act or thing which 
they have covenanted to do under this Agreement or any of the Loan 
Documents, the Agent, on behalf of the Lenders, may (but shall not be 
obligated to) do the same or cause it to be done, at the Borrowers' joint 
and several cost and expense, either in the name of the Agent or the 
Lenders or in the name and on behalf of the Borrowers, and the Borrowers 
hereby irrevocably authorize the Agent so to act.

         SECTION 1.106  Indemnification.  The Borrowers agree, jointly and
severally, to reimburse the Agent and the Lenders for all costs and expenses,   
including reasonable counsel fees and disbursements, incurred, and to 
indemnify and hold the Agent and the Lenders harmless from and against all 
losses suffered by, the Agent or any Lender in connection with (i) the 
exercise by the Agent or any Lender of any right or remedy granted to it  
under this Agreement or any of the Loan Documents, (ii) any claim, and the
prosecution or defense thereof, arising out of or in any way connected with 
this Agreement or any of the Loan Documents, and (iii) the collection or 
enforcement of the Secured Obligations or any of them, other than such 
costs, expenses and liabilities arising out of the Agent's or any Lender's 
gross negligence or willful misconduct.

         SECTION 1.107  All Powers Coupled with Interest.  All powers of
attorney and other authorizations granted to the Agent and the Lenders and 
any Persons designated by the Agent or the Lenders pursuant  to any 
provisions of this Agreement or any of the Loan Documents shall be deemed 
coupled with an interest and shall be irrevocable so long as any of the 
Secured Obligations remain unpaid or unsatisfied.

         SECTION 1.108  Survival.  Notwithstanding any termination of this
Agreement, until all Secured Obligations have been irrevocably paid in full 
or otherwise satisfied, the Agent, for the benefit of the Lenders, shall 
retain its Security Interest and shall retain all rights under this 
Agreement and each of the Security Documents with respect to such 
Collateral as fully as though this Agreement  had not been terminated, 
the indemnities to which the Agent and the Lenders are entitled under the 
provisions of this Article 15 and any other provision of this Agreement and 
<PAGE>

the Loan Documents shall continue in full force and effect and shall protect  
the Agent and the Lenders against events arising after such termination as 
well as before, and in connection with the termination of this Agreement 
and the release and termination of the  Security Interests, the Agent, on 
behalf of itself as agent and the Lenders, may require such assurances and 
indemnities as it shall reasonably deem necessary or appropriate to protect 
the Agent and the Lenders against loss on account of such release and
termination, including, without limitation, with respect to credits 
previously applied to the Secured Obligations that may subsequently be 
reversed or revoked.

         SECTION 1.109  Severability of Provisions.  Any provision of this
Agreement or any Loan Document which is prohibited or unenforceable in any 
jurisdiction shall, as to such jurisdiction, be ineffective only to the 
extent of such prohibition or unenforceability without invalidating the 
remainder of such provision or the remaining provisions hereof or thereof 
or affecting the validity or enforceability of such provision in any
other jurisdiction.

         SECTION 1.110  Governing Law.  This Agreement and the Notes shall
be construed in accordance with and governed by the law of the State of 
New York.

         SECTION 1.111  Counterparts.  This Agreement may be executed in
any number of counterparts and by different parties hereto in separate  
counterparts, each of which when so executed shall be deemed to be an 
original and shall be binding upon all parties, their successors and assigns, 
and all of which taken together shall constitute one and the same agreement.

         SECTION 1.112  Reproduction of Documents.  This Agreement, each
of the Loan Documents and all documents relating thereto, including, without  
limitation, (a) consents, waivers and modifications that may hereafter be  
executed, (b) documents received by the Agent or any Lender, and (c) 
financial statements, certificates and other information previously or
hereafter furnished to the Agent or any Lender, may be reproduced by the 
Agent or such Lender by any photographic, photostatic, microfilm, microcard, 
miniature photographic or other similar process and such Person may destroy 
any original document so produced.   Each  party hereto stipulates that, to 
the extent permitted by Applicable Law, any such reproduction shall be as
admissible in evidence as the original itself in any judicial or 
administrative proceeding (whether or not the original shall be in 
existence and whether or not such reproduction was made by the Agent or 
such Lender in the regular course of business), and any enlargement,   
facsimile or further reproduction of such reproduction shall likewise be 
admissible in evidence.
<PAGE>

         SECTION 1.113  Term of Agreement.  This Agreement shall remain in
effect from the Agreement Date through the Termination Date and thereafter  
until all Secured Obligations shall have been irrevocably paid and satisfied 
in full.  No termination of this Agreement shall affect the rights and 
obligations of the parties hereto arising prior to such termination.
<PAGE>



IN WITNESS WHEREOF,  the parties hereto have caused this Agreement to be 
executed by their duly authorized officers in several counterparts all as 
of the day and year first written above.

                                   BORROWERS:

                                   TRISM, INC.


                                   
                                   
                                   By:__________________________________        
                                   Name:________________________________
                                   Title:_______________________________




                                   TRISM  SECURED TRANSPORTATION,
                                   INC.


                                   
                                   By:__________________________________
                                   Name:________________________________
                                   Title:_______________________________




                                   TRI-STATE MOTOR TRANSIT CO.


                                   By:__________________________________
                                   Name:________________________________
                                   Title:________________________________



                                   AERO BODY AND TRUCK EQUIPMENT,
                                   INC.


                                   By:__________________________________
                                   Name:________________________________
                                   Title:________________________________


<PAGE>
                                   TRI-STATE TRANSPORTATION SERVICES, INC.


                                   By:__________________________________
                                   Name:________________________________
                                   Title:________________________________



                                   DIABLO  SYSTEMS  INCORPORATED,
                                   d/b/a  DIABLO  TRANSPORTATION,
                                   INC.

                                   By:__________________________________
                                   Name:________________________________
                                   Title:________________________________

                                   EMERALD LEASING, INC.


                                   By:__________________________________
                                   Name:________________________________
                                   Title:________________________________


                                   McGIL SPECIAL SERVICES, INC.

                                   By:__________________________________
                                   Name:________________________________
                                   Title:________________________________



                                   TRISM EASTERN, INC., d/b/a  C.
                                   I. WHITTEN TRANSFER

                                   By:__________________________________
                                   Name:________________________________
                                   Title:________________________________

<PAGE>

                                   TRISM HEAVY HAUL, INC.

                                   By:__________________________________
                                   Name:________________________________
                                   Title:________________________________



                                   TRISM   SPECIALIZED  CARRIERS,
                                   INC.

                                   By:__________________________________
                                   Name:________________________________
                                   Title:________________________________



                                   TRISM SPECIAL SERVICES, INC.


                                   By:__________________________________
                                   Name:________________________________
                                   Title:________________________________



                                   E.  L.  POWELL & SONS TRUCKING
                                   CO., INC.

                                   By:__________________________________
                                   Name:________________________________
                                   Title:________________________________



                                   TRISM TRANSPORT, INC.


                                   By:__________________________________
<PAGE>

                                   Name:________________________________
                                   Title:________________________________


                                   TRISM TRANSPORT SERVICES, INC.


                                   By:__________________________________
                                   Name:________________________________
                                   Title:________________________________



                                   TRISM LOGISTICS, INC.


                                   By:__________________________________
                                   Name:________________________________
                                   Title:________________________________


                                   LENDER:
                                   
Commitment Amount $45,000,000      THE CIT GROUP/BUSINESS CREDIT,
                                   INC.


                                   By:__________________________________
                                   Name:________________________________
                                   Title:________________________________


                                   AGENT:

                                   THE CIT GROUP/BUSINESS CREDIT,
                                   INC.


                                   By:__________________________________
                                   Name:________________________________
                                   Title:________________________________

<PAGE>


                          SCHEDULE 9.1

        BORROWERS AND GUARANTORS TO DISSOLVED OR MERGED

                           Borrowers

1.   E.L. Powell & Sons Trucking, Inc., an Oklahoma corporation

2.   Emerald Leasing, Inc., a Nevada corporation

3.   McGil Special Services, Inc., a Delaware corporation




                           Guarantors

1.   Trism Maintenance Services, Inc., a Delaware corporation

2.   EFB, Inc., a Delaware corporation

3.   Trism Benefits, Inc., a Missouri corporation

4.   Contract Operators Account Services, a Missouri corporation
<PAGE>

                                                        EXHIBIT A
                     REVOLVING CREDIT NOTE


$45,000,000.00                                    July ____, 1997


     FOR VALUE RECEIVED, the undersigned, TRISM, INC., a Delaware
corporation,  TRISM  SECURED  TRANSPORTATION,  INC.,  a  Delaware
corporation, TRI-STATE MOTOR TRANSIT CO., a Delaware corporation,
AERO   BODY  AND  TRUCK  EQUIPMENT  COMPANY,  INC.,  a   Delaware
corporation, TRI-STATE TRANSPORTATION SERVICES, INC., a  Missouri
corporation,    DIABLO   SYSTEMS   INCORPORATED   d/b/a    DIABLO
TRANSPORTATION, INC., a California corporation, EMERALD  LEASING,
INC.,  a  Nevada  corporation, McGIL SPECIAL  SERVICES,  INC.,  a
Delaware  corporation, TRISM EASTERN, INC. d/b/a  C.  I.  WHITTEN
TRANSFER,  a  Delaware corporation, TRISM  HEAVY  HAUL,  INC.,  a
Delaware corporation, TRISM SPECIALIZED CARRIERS, INC., a Georgia
corporation, TRISM SPECIAL SERVICES, INC., a Georgia corporation,
E.  L. POWELL & SONS TRUCKING CO., INC., an Oklahoma corporation,
TRISM  TRANSPORT, INC., a Delaware corporation,  TRISM  TRANSPORT
SERVICES, INC., a Utah corporation, and TRISM LOGISTICS, INC.,  a
New   Jersey  corporation   (each  of  the  foregoing  herein   a
"Borrower" and collectively, the "Borrowers"), HEREBY JOINTLY AND
SEVERALLY  PROMISE TO PAY to the order of THE CIT  GROUP/BUSINESS
CREDIT INC., a New York corporation ("Lender") or its assigns  at
Lender's  offices in Atlanta, Georgia, or at such other place  as
the  holder of this Revolving Credit Note (this "Revolving Credit
Note")  may  designate from time to time in  writing,  in  lawful
money  of  the  United  States  of  America  and  in  immediately
available  funds,  the  amount  of  FORTY-FIVE  MILLION   DOLLARS
($45,000,000) or, if less, the aggregate unpaid principal  amount
of  all  advances  made  pursuant to Section  2.1  of  the  "Loan
Agreement"  (as  hereinafter defined).   All  capitalized  terms,
unless  otherwise  defined  herein,  shall  have  the  respective
meanings assigned to such terms in the Loan Agreement.

     This Revolving Credit Note is issued pursuant to that certain Loan 
and Security Agreement of even date among the Borrowers, the financial 
institutions party thereto from time to time and Lender, as agent and 
lender thereunder (as amended, restated, supplemented or otherwise 
modified from time to time, the "Loan Agreement"), and is entitled to the  
benefit and security of the Loan Documents referred to therein, to which 
Loan Agreement reference is hereby made for a statement of all of the terms 
and conditions under which the loans evidenced hereby were made.

     Each Borrower jointly and severally promises to pay the principal  
amount of the indebtedness evidenced hereby in the amount and on the dates 
specified in the Loan Agreement.  Each Borrower jointly and severally 
promises to pay interest on the unpaid principal amount of this Revolving 
Credit Note outstanding from the date hereof until such principal amount 
<PAGE>

is paid in full at such interest rates and at such times as are specified 
in the Loan Agreement.

     If any payment on this Revolving Credit Note becomes due and payable 
on a day other than a Business Day, the maturity thereof shall be extended 
to the next succeeding Business Day and, with respect to payments of 
principal, interest thereon shall be payable at the then applicable rate 
during such extension.

     Upon and after the occurrence of an Event of Default and the 
expiration of all cure periods applicable thereto, this Revolving Credit  
Note may, as provided in the Loan Agreement, and without demand, notice or 
legal process of any kind, be declared, and immediately shall become, due 
and payable.

     Demand, presentment, protest and notice of nonpayment and protest 
are hereby waived by each of the Borrowers.

     No delay or failure on the part of Lender in the exercise of any  
right or remedy hereunder, under the Loan Agreement or any other Loan 
Document or at law or in equity, shall operate as a waiver thereof, and no 
single or partial exercise by Lender of any right or remedy hereunder, 
under the Loan Agreement or any other Loan Document or at law or in equity  
shall preclude or estop another or further exercise thereof or the exercise 
of any other right or remedy.

     Time is of the essence of this Revolving Credit Note and, in case 
this Revolving Credit Note is collected by law or through an attorney at 
law, or under advice therefrom, each Borrower jointly and severally agrees 
to pay all costs of collection, including reasonable attorneys' fees if 
collected by or through an attorney.

     THIS REVOLVING CREDIT NOTE HAS BEEN EXECUTED, DELIVERED AND ACCEPTED  
AT ATLANTA, GEORGIA, AND SHALL BE INTERPRETED, GOVERNED BY AND CONSTRUED 
IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW 
PROVISIONS) OF THE STATE OF NEW YORK.


Attest:                                      TRISM, INC.


By:______________________        By:_____________________________________
     Secretary                   Name:
                                 Title: President
<PAGE>

Attest:                            TRISM SECURED TRANSPORTATION, INC.

By:______________________        By:_____________________________________
     Secretary                   Name:
                                 Title: President


Attest:                          TRI-STATE MOTOR TRANSIT CO.

By:______________________        By:_____________________________________
     Secretary                   Name:
                                 Title: President


Attest:                          AERO BODY AND TRUCK EQUIPMENT COMPANY, INC.

By:______________________        By:_____________________________________
     Secretary                   Name:
                                 Title: President


Attest:                          TRI-STATE TRANSPORTATION SERVICE, INC.

By:______________________        By:_____________________________________
     Secretary                   Name:
                                 Title: President


Attest:                          DIABLO SYSTEMS INCORPORATED, D/B/A DIABLO
                                 TRANSPORTATION, INC.

By:______________________        By:_____________________________________
     Secretary                   Name:
                                 Title: President

<PAGE>

Attest:                          EMERALD LEASING, INC.

By:______________________        By:_____________________________________
     Secretary                   Name:
                                 Title: President


Attest:                          McGIL SPECIAL SERVICES, INC.

By:______________________        By:_____________________________________
     Secretary                   Name:
                                 Title: President


Attest:                          TRISM EASTERN, INC., D/B/A C. I. WHITTEN 
                                 TRANSFER

By:______________________        By:_____________________________________
     Secretary                   Name:
                                 Title: President


Attest:                          TRISM HEAVY HAUL, INC.

By:______________________        By:_____________________________________
     Secretary                   Name:
                                 Title: President


Attest:                          TRISM SPECIALIZED CARRIERS, INC.


By:______________________        By:_____________________________________
     Secretary                   Name:
                                 Title: President
<PAGE>

Attest:                          TRISM SPECIAL SERVICES, INC.

By:______________________        By:_____________________________________
     Secretary                   Name:
                                 Title: President


Attest:                          E. L. POWELL & SONS TRUCKING CO., INC.

By:______________________        By:_____________________________________
     Secretary                   Name:
                                 Title: President


Attest:                          TRISM TRANSPORT, INC.

By:______________________        By:_____________________________________
     Secretary                   Name:
                                 Title: President


Attest:                          TRISM TRANSPORT SERVICES, INC.

By:______________________        By:_____________________________________
     Secretary                   Name:
                                 Title: President


Attest:                          TRISM LOGISTICS, INC.

By:______________________        By:_____________________________________
     Secretary                   Name:
                                 Title: President
<PAGE>

                                                        EXHIBIT B


                   NOTICE OF PROPOSED ADVANCE


The CIT Group/Business Credit, Inc.
900 Ashwood Parkway
Suite 600
Atlanta, Georgia 30338
Attn:  Account Manager

                             [Date]


Ladies and Gentlemen:

     The undersigned, Trism Inc., on behalf of itself and each of the other 
Borrowers party to the Loan and Security Agreement, dated as of July ____, 
1997 (the "Loan Agreement"; the terms defined therein being used herein as 
therein defined), among the Borrowers, the financial institutions party 
thereto from time to time (the "Lenders") and The CIT Group/Business Credit, 
Inc., as Agent and Lender, and hereby gives you irrevocable notice pursuant  
to Section 2.2(a) of the Loan Agreement that the undersigned hereby requests 
an Advance under the Loan Agreement, and in that connection sets forth below 
the information relating to such Advance (the "Proposed Advance") as 
required by Section 2.2(a) of the Loan Agreement:

     1.   The  Business  Day  of  the Proposed  Revolving  Credit
          Advance is ___________________, 19__.

     2.   The amount of the Proposed  Advance is $________.

     3.   The  amount of Borrowing Base Availability after giving
          effect to the Advance is $_________.

     The undersigned hereby certifies that the following statements are 
true on the date hereof, and will be true on the date of the Proposed 
Advance:

          (A)  the representations and warranties contained in Section 6.1 
are correct on and as of the date of the making of the Proposed Advance, 
before and after giving effect to the making of the Proposed Advance and to
the application of the proceeds therefrom, as though made on and as of such
date (except to the extent expressly stated to be as of an earlier date); and

          (B)   no event has occurred and is continuing, or would result  
<PAGE>

from the making of such Proposed Advance or from the application of the  
proceeds therefrom, which constitutes an Event of Default or would 
constitute an Event of Default but for the requirement that notice be 
given or time elapse or both.

                              Very truly yours,

                              TRISM,INC., on behalf of the Borrowers


                              By:_____________________________
                                 Name:
                                 Title:
<PAGE>

                                                        EXHIBIT C


                   BORROWING BASE CERTIFICATE

         Weekly Period ended _________________, 199___

     Reference  is made to the Loan and Security Agreement  dated
as of July ____, 1997 (as modified and supplemented and in effect
from time to time, the "Loan Agreement"), between Trism, Inc. and
the  other  borrowers thereunder (collectively, the "Borrowers"),
the  financial institutions party thereto from time to time  (the
"Lenders") and The CIT Group/Business Credit, Inc., as Agent  and
Lender ("Lender").  Terms defined in the Loan Agreement are  used
herein as defined therein.

     Pursuant  to Section 1.2(a)(iii) of the Loan Agreement,  the
undersigned [chief executive officer/chief financial officer]  of
the Borrowers, hereby certifies that, (i) the Receivables covered
by  this  Certificate are Eligible Receivables as  that  term  is
defined  in the Loan Agreement, and (ii) to the best of [his/her]
knowledge,  attached  hereto as Annex 1 is a  true  and  accurate
calculation  of the Borrowing Base as at the end  of  the  weekly
accounting  period  ended  _____________,  199___  determined  in
accordance with the requirements of the Loan Agreement.

     IN   WITNESS  WHEREOF,  the  undersigned  has  caused   this
certificate to be duly executed as of the _____ day of _________,
199___.


                    TRISM, INC., on behalf of the Borrowers



                     By:___________________________________________
                     Name:
                     Title: [chief executive officer/chief financial officer]

<PAGE>
      
                         BORROWING BASE REPORT



          [Insert Form of Report as Generated by CIT]

<PAGE>
                                                        EXHIBIT D


             FORM OF OPINION OF COUNSEL TO BORROWER

                         July ___, 1997


The CIT Group/Business Credit, Inc., as Agent
900 Ashwood Parkway
Atlanta, Georgia 30338

Ladies and Gentlemen:

          We have acted as counsel to TRISM, Inc., a Delaware corporation  
("TRISM"), as well as each of its subsidiaries and related companies in 
their capacity as borrowers or guarantors collectively (the "Subsidiaries"),  
in connection with the preparation, execution and delivery of (i) the Loan 
and Security Agreement, dated of even date herewith (the "Loan Agreement"),
among The CIT Group/Business Credit, Inc., in its capacity as agent and 
Lender (the "Agent"), the financial institutions party thereto from time to  
time (the "Lenders"), TRISM and the Subsidiaries (TRISM and the Subsidiaries   
are sometimes collectively referred to herein as the "Companies"), providing
for a senior secured revolving credit loan, including letter of credit  
subline, to be made by Lender to the Companies in an aggregate principal  
amount not to exceed $45,000,000 (all capitalized terms used herein but not 
otherwise defined herein shall have the respective meanings given to such 
terms in the Agreement), (ii) the Guaranty Agreement (the "Guaranty"), dated
of even date herewith, executed by the Guarantors (as defined therein) in  
favor of Agent, for the benefit of itself and the Lenders, (iii) the Stock 
Pledge Agreement (the  "Stock  Pledge Agreement"), dated of even date 
herewith, among TRISM and certain of the other Companies party thereto 
(the "Pledgors") and the Agent, for the benefit of itself and the Lenders, 
and (iv the other Loan Documents relating to the Loan Agreement, the 
Guaranty and the Stock Pledge Agreement.  All capitalized terms used but
not defined herein have the respective meanings given to such terms in the 
Loan Agreement.

          In rendering the opinions expressed below, we have examined:

                  [Insert Documents Examined]




     In  such examination we have assumed the genuineness of all 
signatures,  other than those by or on behalf of the Company  and the0
Guarantors, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as 
<PAGE>

certified, conformed or photostatic copies and the authenticity of the 
originals of such copies.

     Based upon such examination and upon our examination of all such other 
documentation, evidence and statutes as we have deemed pertinent, we advise 
you that in our opinion:

     1.    Each  Company is a corporation duly organized, validly
existing  and  in good standing under the laws of  the  State  of
Delaware,  with  all requisite corporate power and  authority  to
own, operate or lease its respective properties and assets and to
carry  on  its respective business as now being conducted  or  as
proposed to be conducted.  Each Company is duly qualified and  is
authorized  to  do  business and is  in  good  standing  in  each
jurisdiction  where the ownership, leasing or  operation  of  its
respective  properties or assets or the conduct of its respective
business requires such qualification.

     2.   Each Guarantor is a corporation duly organized, validly
existing  and  in good standing under the laws of  the  State  of
Delaware,  with  all requisite corporate power and  authority  to
own, operate or lease its respective properties and assets and to
carry  on  its respective business as now being conducted  or  as
proposed  to be conducted.  Each Guarantor is duly qualified  and
is  authorized  to  do business and is in good standing  in  each
jurisdiction  where the ownership, leasing or  operation  of  its
respective  properties or assets or the conduct of its respective
business requires such qualification.

     3.    Each  Company  and each Guarantor has  the  number  of
shares  of  authorized capital stock with the par value  and  the
number  of  shares  of issued and outstanding shares  of  capital
stock  as of the date hereof as set forth on Schedule __  to  the
Loan  and  Security Agreement.  All such outstanding shares  have
been   duly   and   validly  issued  and  are  fully   paid   and
nonassessable.

     4.    Each  Company  and each Guarantor  has  all  requisite
corporate  power  and authority to execute and  deliver,  and  to
perform  its  respective  obligations  under  each  of  the  Loan
Documents  to  which  it  is a party and  each  Company  has  all
requisite  corporate power and authority to borrow and to  assume
liability  in respect of Letter of Credit Obligations  under  the
Loan Agreement.

     5.    The execution and delivery by each Company of each  of
the  Loan  Documents to which it is a party, the  performance  of
each Company's obligations pursuant thereto, the consummation  of
the   transactions  contemplated  thereby  (the   "Transactions")
including, without limitation, the borrowings, the assumption  of
liability  in  respect  of Letter of Credit  Obligations  by  the
Company and the granting to Agent, for the benefit of itself  and
the  Lenders, of the Liens thereunder, have been duly  authorized
by  all  necessary corporate action on the part of  each  Company
required  to be taken by law and by the Articles of Incorporation
and  the  By-laws  of the Company, and do not  violate,  conflict
with,  result  in a breach or termination of, or a default  under
(or  constitute  an event which, with or without  due  notice  or
lapse  of  time,  or both, would constitute a default  under)  or
accelerate the performance required by, or result in the creation
of   any  lien,  pledge,  security  interest,  charge  or   other
encumbrance in favor of anyone other than Agent, upon any of  the
properties  or  assets of any Company under  any  of  the  terms,
conditions or provisions of (i) the Articles of Incorporation  or
By-laws  of  such  Company,  (ii)  any  law,  statute,  rule   or
<PAGE>

regulation   applicable  to  such  Company  (including,   without
limitation,  regulations G, T, U and X of the Board of  Governors
of  the  Federal  Reserve  System), (iii)  any  judgment,  order,
decree, ruling or injunction specifically naming such Company  or
specifically  applicable  to  its properties,  of  any  court  or
governmental authority, or (iv) any indenture, mortgage, deed  of
trust,  deed to secure debt, credit agreement, loan agreement  or
any other agreement, contract, commitment, instrument or document
under  which  such Company or its properties are  bound  or  that
purports to effect such Company's ability to borrow funds, pledge
its  assets,  enter  into  the  Transactions  or  consummate  the
Transactions.

     6.   The execution and delivery by each Guarantor of each of
the  Loan  Documents to which it is a party, the  performance  of
each  Guarantor's obligations pursuant thereto, the  consummation
of  the  transactions  contemplated thereby (the  "Transactions")
including, without limitation, the guaranty of the Obligations by
each  Guarantor,  have  been  duly authorized  by  all  necessary
corporate  action on the part of each Guarantor  required  to  be
taken by law and by the Articles of Incorporation and the By-laws
of each Guarantor, and do not violate, conflict with, result in a
breach  or  termination of, or a default under (or constitute  an
event  which,  with or without due notice or lapse  of  time,  or
both,  would  constitute  a  default  under)  or  accelerate  the
performance required by, or result in the creation of  any  lien,
pledge,  security interest, charge or other encumbrance in  favor
of  anyone other than Agent, upon any of the properties or assets
of any Guarantor under any of the terms, conditions or provisions
of   (i)  the  Articles  of  Incorporation  or  By-laws  of  such
Guarantor,   (ii) any law, statute, rule or regulation applicable
to  such Guarantor, (iii) any judgment, order, decree, ruling  or
injunction  specifically  naming such Guarantor  or  specifically
applicable  to  its  properties, of  any  court  or  governmental
authority,  or (iv) any indenture, mortgage, deed of trust,  deed
to  secure  debt, credit agreement, loan agreement or  any  other
agreement,  contract, commitment, instrument  or  document  under
which such Guarantor or its properties are bound or that purports
to  affect  such Guarantor's ability to guaranty the obligations,
pledge  its assets or perform any of its other obligations  under
the Loan Documents to which it is a party.

     7.   The Loan Agreement and each of the other Loan Documents
to  which  the Companies are a party have been duly executed  and
delivered  by  each Company and constitute the legal,  valid  and
binding  obligations  of each Company, enforceable  against  each
Company in accordance with its respective terms.

     8.    The  Guaranty and each of the other Loan Documents  to
which  the  Guarantors are a party have been  duly  executed  and
delivered  by each Guarantor and constitute the legal, valid  and
binding  obligations of each Guarantor, enforceable against  each
Guarantor in accordance with its respective terms.

     9.   No authorization, approval or consent of, and no filing
or  registration  with, any governmental,  public  or  regulatory
authority or agency or any subdivision thereof is required on the
part  of  any  Company  for (a) the authorization,  execution  or
delivery  by any Company of the Loan Documents, (b) the legality,
validity,  binding effect or enforceability of any  of  the  Loan
Documents,  or  (c) for the borrowings, the application  for  and
assumption  of  liability  in respect of  any  Letter  of  Credit
<PAGE>

Obligations, the granting of the Liens in favor of Agent  or  the
performance of any of the other obligations by any Company  under
the Loan Agreement and the other Loan Documents to which it is  a
party,  except for filings of the Financing Statements in respect
of the Liens created by the Loan Agreement.

     10.    There   are   no   actions,  suits,   investigations,
proceedings pending or, to our knowledge, threatened  against  or
affecting  any  Company or any Guarantor or the property  of  any
Company  or  any  Guarantor  before  any  court  or  governmental
department,  commission, board, bureau, agency or instrumentality
which   would  materially  and  adversely  affect  the  property,
business,   prospects,   profits  or  condition   (financial   or
otherwise) of such Company or such Guarantor, including,  without
limitation,  any action, suit, investigation or proceeding  under
any Environmental Law.

     11.   None  of the provisions of the Loan Agreement  or  the
other Loan Documents violate any laws of the State of [_________]
relating to interest or usury.

     12.   The  offices  and records in the filing  jurisdictions
listed in Exhibit A hereto (the "Filing Jurisdictions"), are  the
only offices and records maintained or provided for in the Filing
Jurisdictions which must be searched to determine  if  there  are
any UCC financing statements, or judgments, environmental, tax or
ERISA liens of record that would attach to the Collateral.

     13.    No   taxes  or  other  charges,  including,   without
limitation, intangible taxes or documentary stamp taxes, mortgage
or  recording  taxes,  transfer taxes  or  similar  charges,  are
payable  to  any  of the Filing Jurisdictions on account  of  the
execution  or delivery of the Loan Documents or the  creation  of
the indebtedness evidenced or secured thereby or the recording or
filing  of  the  Loan  Documents, except for  nominal  filing  or
recording fees.

     14.   Each  Collateral Document is effective  to  create  in
favor of the Agent, for the benefit of itself and the Lenders,  a
valid  security interest in all of the right, title and  interest
of  the  each Companies to and under the Collateral as collateral
security  for the payment when due of the Obligations.  Upon  the
filing  of the Financing Statement Assignments in the UCC records
in  the  Filing  Jurisdictions, which are all of the  offices  in
which  filings are required to perfect Agent's security  interest
in  the Collateral, (i) all filings, registrations and recordings
necessary or appropriate to perfect the security interests in the
Collateral  granted by the Companies to the Agent to  secure  the
Obligations,  will  have been made, (ii) such security  interests
will  constitute perfected security interests in the  Collateral,
(iii)  no  additional  filing or recording  of  any  document  or
instrument  or  other action will be required to  perfect  Agents
security  interest  in  the Collateral, and  (iv)  such  security
interests  will  have  priority over  any  other  consensual  UCC
security interests in the same property that are perfected by the
filing   of   a   UCC-1  financing  statement   in   the   Filing
Jurisdictions, except for purchase money security interests.

     15.   Each  Pledgor  is the record owner of  the  shares  of
capital stock of the Company in which such Pledgor has granted  a
security interest to the Agent, for the benefit of itself and the
Lenders,  pursuant to the Stock Pledge Agreement.
<PAGE>

     16.    The  execution  and  delivery  of  the  Stock  Pledge
Agreement  by  each Pledgor creates a valid lien on and  security
interest  in  all  of  such Pledgor's interest  in  its  "Pledged
Securities"  (as  such  term  is  defined  in  the  Stock  Pledge
Agreement   and   hereinafter  referred  to   as   the   "Pledged
Securities").  Assuming that value has been given for purposes of
Section  9-203(1)(b) of the Uniform Commercial Code as in  effect
in the State of  [________] (the "UCC"), the security interest in
the  Pledged  Securities will, upon the creation of the  security
interest,  be  perfected  by  the  Agent  taking  possession  and
thereafter   retaining  possession  of  the  stock   certificates
evidencing  each  Pledgors ownership of its  Pledged  Securities.
Assuming that the Agent has acquired its security interest in the
Pledged  Securities  in  good faith and  without  notice  of  any
adverse  claim (as defined in Section 8-302(2) of the  UCC),  the
Agent's  security  interest in the Pledged Securities  will  have
priority  over  all  other  security  interests  theretofore   or
thereafter created pursuant to the UCC.

     17.   The  Pledge of the Pledged Securities to the Agent  by
each  Pledgor  pursuant to the Stock Pledge  Agreement  will  not
violate or result in the violation of Section 5 of the Securities
Act of 1933, as amended, or the rules and regulations promulgated
pursuant  thereto,  or  any blue sky or any  similar  state  laws
applicable thereto.

     18.   The  Agent's  security interest, for  the  benefit  of
itself  and  the  Lenders,  validly secures the  payment  of  all
future  Revolving  Credit Advances made by  the  Lenders  to  the
Company  whether  or  not,  at  the time  such  Revolving  Credit
Advances are made, an Event of Default or other event not  within
the  control of Agent or the Lenders has relieved or may  relieve
the  Lenders  from its obligations to make such Revolving  Credit
Advances,  and is perfected to the extent set forth in  paragraph
14  above  with respect to such future Revolving Credit Advances.
Insofar  as  the  priority thereof is governed by  the  UCC,  the
Agent's  security interest has the same priority with respect  to
such future Revolving Credit Advances as it does with respect  to
Revolving Credit Advances made on the date hereof.

     19.   None  of  the transactions contemplated  by  the  Loan
Agreement, including, without limitation, the use of the proceeds
of  any  Loans made to the Companies thereunder, will violate  or
result in a violation of Section 7 of the Securities Exchange Act
of  1934, as amended, any regulations issued pursuant thereto, or
regulations  G,  T,  U  and X of the Board of  Governors  of  the
Federal  Reserve  System, and to the best  of  our  knowledge  no
Company  owns  or  intends  to  purchase  or  carry  any  "margin
securities" as defined in said regulations.

     This opinion may be relied upon by you and any participant in your 
Loans to the Companies, but by no other person or entity.


                              Very truly yours,

                              Proskauer, Rose, Goetz & Mendelsohn
<PAGE>

                                                        EXHIBIT E

                       SETTLEMENT REPORT

                    [TO BE PROVIDED BY CIT]
<PAGE>

                                                        EXHIBIT F

                     STOCK PLEDGE AGREEMENT


          This   STOCK  PLEDGE  AGREEMENT  (this  "Stock   Pledge
Agreement"),  dated as of July ____, 1997, is  made  and  entered
into  among  TRISM, INC., a Delaware corporation,  TRISM  SECURED
TRANSPORTATION, INC., a Delaware corporation, TRISM  HEAVY  HAUL,
INC.,  a Delaware corporation, TRISM TRANSPORT SERVICES, INC.,  a
Utah   corporation,  TRI-STATE  MOTOR  TRANSIT  CO.,  a  Delaware
corporation,  and  TRISM SPECIALIZED CARRIERS,  INC.,  a  Georgia
corporation, (each a "Pledgor" and collectively, the "Pledgors"),
and  THE  CIT GROUP/BUSINESS CREDIT, INC., as agent (the "Agent")
for  the lenders (the "Lenders") from time to time party  to  the
Loan Agreement (as defined below).

                     W I T N E S S E T H :

          WHEREAS, the Agent and the Lenders have entered into  a
Loan  and  Security Agreement, dated of even date herewith,  with
TRISM,  INC.,  a  Delaware corporation and  the  other  borrowers
thereunder (collectively, the "Borrowers") (as amended from  time
to  time,  the "Loan Agreement"), pursuant to which  the  Lenders
have agreed to make certain loans to the Borrowers (the "Loans"),
the  proceeds  of  which are to be used for working  capital  and
other corporate purposes of Borrowers; and

          WHEREAS,  Pledgors are parties to the  Loan  Agreement,
and,  as  such,  will  derive  substantial  direct  and  indirect
economic benefit from the making of the Loans; and

          WHEREAS,  each  Pledgor  is the record  and  beneficial
owner of the shares of common stock described in Exhibit A hereto
(the "Pledged Securities"); and

          WHEREAS,  in  connection with the making of  the  Loans
under  the  Loan  Agreement and as security for the  payment  and
performance  of  Pledgor's obligations under the Loan  Agreement,
the  Agent and the Lenders are requiring that Pledgor execute and
deliver  this  Stock  Pledge Agreement  and  grant  the  security
interest contemplated hereby.

          NOW,  THEREFORE, in consideration of the  premises  and
the covenants hereinafter contained, and to induce the Lenders to
make Loans under the Loan Agreement, it is agreed as follows:

          1.   Definitions.   Unless  otherwise  defined  herein,
terms  defined in the Loan Agreement are used herein  as  therein
defined,  and the following shall have (unless otherwise provided
elsewhere   in   this  Stock  Pledge  Agreement)  the   following
respective  meanings (such meanings being equally  applicable  to
both the singular and plural form of the terms defined):
<PAGE>

          "Agreement"  shall  mean this Stock  Pledge  Agreement,
including all amendments, modifications and supplements  and  any
exhibits or schedules to any of the foregoing, and shall refer to
the  Agreement  as  the same may be in effect at  the  time  such
reference becomes operative.

          "Bankruptcy  Code" shall mean title 11,  United  States
Code,  as  amended  from time to time, and any successor  statute
thereto.

          "Pledged Collateral" shall have the meaning assigned to such 
term in Section 2 hereof.

          "Secured  Obligations" shall have the meaning assigned to such
term in Section 3 hereof.

          2.   Pledge.  Each Pledgor hereby pledges to the  Agent
and  grants  to the Agent, for the benefit of the Agent  and  the
ratable  benefit  of  the  Lenders,  a  first  priority  security
interest  in,  all of the following (collectively,  the  "Pledged
Collateral"), except as otherwise provided in Section 7.2(a):

          2.1    its   respective  Pledged  Securities  and   the
certificates  representing  its  Pledged  Securities,   and   all
dividends, distributions, cash, instruments and other property or
proceeds  from  time  to time received, receivable  or  otherwise
distributed in respect of or in exchange for any or  all  of  its
Pledged Securities; and

          2.2   all  additional shares of capital  stock  of  any
company  from time to time acquired by any Pledgor in any  manner
(which  shares  shall  be  deemed  to  be  part  of  the  Pledged
Securities),  and the certificates representing  such  additional
shares,  and all dividends, distributions, cash, instruments  and
other property or proceeds from time to time received, receivable
or  otherwise distributed in respect of or in exchange for any or
all of such shares.

          30   Security for Obligations.  This Agreement secures,
and  the  Pledged Collateral is security for, the prompt  payment
and performance of all obligations of each Pledgor under the Loan
Agreement,  and all obligations of each Pledgor now or  hereafter
existing under this Agreement, including, without limitation, all
costs  and  expenses of the Agent in connection with  preserving,
defending  or  enforcing the Pledged Collateral or  the  security
interest  granted hereunder and all other costs and  expenses  of
the  Agent  and  the  Lenders incurred in  connection  with  this
Agreement (collectively, the "Secured Obligations").

          40   Delivery  of Pledged Collateral.  All certificates
representing  or  evidencing  the  Pledged  Securities  shall  be
delivered  to  and  held by or on behalf of  the  Agent  pursuant
hereto  and shall be accompanied by duly executed instruments  of
transfer  or  assignment in blank, including duly executed  blank
stock  papers,  all  in form and substance  satisfactory  to  the
Agent.   The  Agent shall have the right, at any time  after  the
occurrence  of  a Default or Event of Default, in its  discretion
and  without notice to any Pledgor, to transfer to or to register
in  the name of the Agent, or any of its nominees, subject to the
terms  of  this Agreement, any or all of the Pledged  Securities.
<PAGE>

In  addition,  the  Agent shall have the right  at  any  time  to
exchange  certificates or instruments representing or  evidencing
Pledged Securities for certificates or instruments of smaller  or
larger denominations.

          50    Representations and Warranties.  Each Pledgor jointly and 
severally represents and warrants to the Agent and the Lenders that:

          5.1   Each Pledgor is (i) a corporation duly organized,
validly existing and in good standing under the laws of the State
of  Delaware;  (ii) is duly qualified and in good standing  under
the  laws  of each jurisdiction where its ownership or  lease  of
property   or   the  conduct  of  its  business   requires   such
qualifications;  (iii) has the corporate power and  authority  to
execute,  deliver and perform under this Agreement and  the  Loan
Documents to which it is a party and has taken all necessary  and
appropriate action to authorize the execution, delivery and performance 
of this Agreement and such Loan Documents;  (iv)  has the requisite power 
and authority and the legal right to own, pledge, mortgage or otherwise 
encumber and operate its properties, and to conduct its business as now or 
heretofore conducted; (v) has all material licenses, permits, consents or 
approvals from or by, and has made all material filings with, and has given 
all material notices to, all governmental departments, commissions, boards, 
bureaus, agencies or other instrumentalities, domestic or foreign, having 
jurisdiction, to the extent required for such ownership, operation and 
conduct; and (vi) is in compliance with all applicable provisions of law 
where the failure to comply would have a Materially Adverse Effect.

          5.2   Each  Pledgor is, and at the time of delivery of the 
Pledged Securities to the Agent pursuant to Section 4 hereof will be, the 
sole holder of record and the sole beneficial owner of its respective 
Pledged Collateral free and clear of any Lien thereon or affecting the 
title thereto except for the Lien created by this Agreement.

          5.3   Each Pledgor's Pledged Securities included in the Pledged  
Collateral constitute all of the issued and outstanding shares of Stock of 
the respective issuers thereof as is set forth with respect to each such 
issuer on Exhibit A attached hereto.  All of the Pledged Securities have 
been duly authorized, validly issued and are fully paid and non-assessable; 
and there are no existing options, warrants or commitments of any kind or  
nature or any outstanding securities or other instruments convertible into  
shares of any class of Stock of any corporation, and no Stock of any 
corporation is held in the treasury of such corporation.

          5.4  Each Pledgor has the right and requisite authority to pledge, 
assign, transfer, deliver, deposit and set over its Pledged Collateral to 
the Agent, for the ratable benefit of the Lenders, as provided herein.

          5.5  None of the Pledged Securities has been issued or transferred  
in violation of the securities registration, securities disclosure or 
similar laws of any jurisdiction to which such issuance or transfer may be 
subject.  Each Pledgor's execution, delivery and performance of this 
Agreement and the pledge of its respective Pledged Collateral hereunder do  
not, directly or indirectly, violate or result in a violation of any such 
laws.
<PAGE>
 
         5.6   Each Pledgor will not, subsequent to the date of this  
Agreement, cause or, to the extent it is able to do so, permit the issuer 
of any Pledged Securities to issue any shares of capital stock or securities 
convertible into shares of capital stock, unless and except upon first 
having obtained the prior written consent of the Agent and the Required 
Lenders and such stock or securities are pledged to the Agent, for the 
ratable benefit of the Lenders, as required by this Agreement.

          5.7   None of the Pledged Securities included in the Pledged  
Collateral is, as of the date of this Agreement, Margin Stock and each 
Pledgor shall, promptly after learning thereof, notify the Agent of any 
Pledged Collateral which is or becomes Margin Stock and execute and deliver 
in favor of the Agent and the Lenders any and all instruments, documents 
and agreements (including, but not limited to Forms U-1) necessary to cause  
the pledge of such Margin Stock to comply with all applicable laws, rules 
and regulations.

          5.8  No consent, approval, authorization or other order of any 
Person and no consent, authorization, approval, or other action by, and no 
notice to or filing with, any governmental departments, commissions, boards, 
bureaus, agencies or other instrumentalities, domestic or foreign, is 
required to be made or obtained by any Pledgor either (i) for the pledge 
of its Pledged Collateral pursuant to this Agreement or for the execution,
delivery or performance of this Agreement by any Pledgor or (ii) for the 
exercise by the Agent of the voting or other rights provided for in this 
Agreement or the remedies in respect of the Pledged Collateral pursuant to 
this Agreement, except as may be required in connection with such 
disposition by laws affecting the offering and sale of securities generally.

          5.9  The pledge, assignment and delivery of the Pledged Collateral  
pursuant to this Agreement will create a valid first priority Lien on and a 
perfected security interest in the Pledged Collateral pledged by the 
Pledgors, and the proceeds thereof, securing the payment of the Secured 
Obligations, subject to no other Lien or security interest.

          5.10  This Agreement has been duly authorized, executed and  
delivered by each Pledgor and constitutes the legal, valid and binding 
obligation of each Pledgor enforceable in accordance with its terms.

          The  representations and warranties set forth in this Section 5  
shall survive the execution and delivery of this Agreement.

          60   Covenants.   Each Pledgor jointly and severally covenants and  
agrees that until the Termination Date and the payment in full of the 
Secured Obligations:

          6.1  No Pledgor will sell, assign, transfer, pledge, or otherwise 
encumber any of its rights in or to any Pledged Collateral or any unpaid 
dividends or other distributions or payments with respect thereto or grant 
a Lien on any  thereof.   In the event the Agent and the Lenders consent to 
any such Lien, (a) the Agent shall subordinate the Liens granted hereunder 
to such Lien on terms satisfactory to the Agent and the Lenders in their 
<PAGE>

sole discretion, and (b) each Pledgor, the Agent and the Lenders shall
take such actions (including any amendments to this Agreement and the other  
Loan Documents) as the Agent or the Lenders may request, or as may be 
necessary, in connection therewith, all at the cost and expense of the 
Pledgors and the Borrowers.

          6.2   Each Pledgor will, at its expense, promptly execute,  
acknowledge and deliver all such instruments and take all such action as 
the Agent from time to time may request in order to ensure to the Agent and 
the Lenders the benefits of the Liens in and to the Pledged Collateral 
intended to be created by this  Agreement, including the filing of any 
necessary Uniform Commercial Code financing statements, which may be filed  
by the Agent or the Lenders with or without the signature of any Pledgor,  
and will cooperate with the Agent and the  Lenders, at the Pledgors' expense, 
in obtaining all necessary approvals and making all necessary filings under 
federal or state law in connection with such Liens or any sale or transfer 
of any Pledged Collateral.

          6.3   Each Pledgor has and will defend the title to its Pledged 
Collateral and the Liens of the Agent, for the benefit of the Agent and the 
ratable benefit of the Lenders, thereon against the claim of any Person and 
will maintain and preserve such Liens until the Termination Date and the 
payment in full of the Secured Obligations.

          6.4   Each  Pledgor will, upon obtaining any additional shares of 
capital stock of Borrower which are not already Pledged Collateral, promptly 
(and in any event within three (3) Business Days) deliver to the Agent a 
Pledge Amendment, duly executed by such Pledgor, in substantially the form 
of Exhibit B hereto (a "Pledge Amendment"), in respect of the additional  
Pledged Securities which are to be pledged pursuant to this Agreement.
Each Pledgor hereby authorizes the Agent to attach each Pledge Amendment to  
this Agreement and agrees that all Pledged Securities listed on any Pledge 
Amendment delivered to the Agent shall for all purposes hereunder be 
considered Pledged Collateral.

          70   Pledgor's Rights.  As long as no Default or Event of Default  
shall have occurred and be continuing and until written notice shall be 
given to the Pledgors in accordance with Section 8(a) hereof,

          7.1   Each Pledgor shall have the right, from time to time, to vote  
and give consents with respect to the Pledged Collateral or any part thereof 
for all purposes not inconsistent with the provisions of this Agreement, the 
Loan Agreement, and any other agreement; provided, however, that no vote 
shall be cast, and no consent shall be given or action taken, which would
have the effect of impairing the position or interest of the Agent and the 
Lenders in respect of the Pledged Collateral or which would authorize or 
effect (except as and to the extent expressly permitted by the Loan 
Agreement) (i) the dissolution or liquidation, in whole or in part, of any  
issuer of Pledged Securities, (ii) the consolidation or merger of any issuer  
of Pledged Securities with any other Person, (iii) the sale, disposition or 
encumbrance of all or substantially all of the assets of any issuer of 
Pledged Securities, (iv) any change in the authorized number of shares, the  
stated capital or the authorized share capital of any issuer of Pledged 
<PAGE>

Securities or the issuance of any additional Stock of any issuer of Pledged
Securities, or (v) the alteration of the voting rights with respect to the 
Stock of any issuer of Pledged Securities; 

          7.2  (a)  Each Pledgor shall be entitled, from time to time, to
collect and receive for its own use and shall not be required to pledge 
pursuant to Section 2, all cash dividends paid in respect of its Pledged 
Securities to the extent not in violation of the Loan Agreement other than  
any and all (A) dividends paid or payable other than in cash in respect of,
and instruments and other property received, receivable or otherwise  
distributed in respect of, or in exchange for, any Pledged Collateral, (B) 
dividends and other distributions paid or payable in cash in respect of any  
Pledged Collateral in connection with a partial or total liquidation or  
dissolution, and (C) cash paid, payable or otherwise distributed in 
redemption of, or in exchange for, any Pledged Collateral; provided, however,   
that until actually paid all rights to such distributions shall remain 
subject to the Lien created by this Agreement; and

               (b)  all dividends (other than such cash dividends as are 
permitted to be paid to any Pledgor in accordance with clause (b) above) 
and all other distributions in respect of any of the Pledged Securities, 
whenever paid or made, shall be delivered to the Agent (in accordance with 
Section 6.4 hereof if in the form of a stock dividend) to hold as Pledged  
Collateral and shall, if recovered by any Pledgor, be received in trust for
the benefit of the Agent and the Lenders, be segregated from the other  
property or funds of such Pledgor, and be forthwith delivered to the Agent 
as Pledged Collateral in the same form as so received (with any necessary 
indorsement).

          80  Defaults and Remedies.  8.1  Upon the occurrence of an Event 
of Default and during the continuation of such Event of Default, then or at 
any time after such declaration and following written notice to the Pledgors, 
the Agent (personally or through an agent) is hereby authorized and empowered 
to transfer and register in its name or in the name of its nominee the whole  
or any part of the Pledged Collateral, to exchange certificates or 
instruments representing or evidencing Pledged Securities for certificates  
or instruments of smaller or larger  denominations, to exercise the voting 
rights with respect thereto, to collect and receive all cash dividends and 
other distributions  made thereon, to sell in one or more sales after ten 
(10) days' notice of  the  time and place of any public sale or of the time  
after which a private sale is to take place (which notice each Pledgor
agrees is commercially reasonable), but without any previous notice or 
advertisement, the whole or any part of the Pledged Collateral and to 
otherwise act with respect to the Pledged Collateral as though the Agent 
was the outright owner  thereof; provided, however, the Agent shall not 
have any duty to exercise any such right of sale or to preserve the same 
and shall not be liable for any failure to do so or for any delay in doing  
so.  Any sale shall be made at a public or private sale at the Agent's
place of business, or at any public building to be named in the notice of  
sale, either for cash or upon credit or for future delivery at such price 
as the Agent may deem fair, and the Agent or any Lender may be the 
purchaser of the whole or any part of the Pledged Collateral so sold and 
hold the same thereafter in its own right free from any claim of any Pledgor 
or any right of redemption.  Each sale shall be made to the highest bidder,  
but the  Agent reserves the right to reject any and all bids at such
<PAGE>

sale which, in its discretion, it shall deem inadequate.  Demands of  
performance, except as otherwise herein specifically provided for, notices 
of sale, advertisements and the presence of property at sale are hereby 
waived and any sale hereunder may be conducted by an auctioneer or any 
officer or agent of the Agent.

          8.2   If,  at the original time or times appointed  for
the  sale of the whole or any part of the Pledged Collateral, the
highest  bid,  if there be but one sale, shall be  inadequate  to
discharge in full all the Secured Obligations, or if the  Pledged
Collateral be offered for sale in lots, if at any of such  sales,
the  highest  bid for the lot offered for sale would indicate  to
the Agent, in its discretion, the unlikelihood of the proceeds of
the sales of the whole of the Pledged Collateral being sufficient
to  discharge all the Secured Obligations, the Agent may, on  one
or  more  occasions and in its discretion, postpone any  of  said
sales  by public announcement at the time of sale or the time  of
previous  postponement  of sale, and  no  other  notice  of  such
postponement  or postponements of sale need be given,  any  other
notice  being hereby waived; provided, however, that any sale  or
sales  made after such postponement shall be after ten (10) days'
notice to the Pledgors.

          8.3   In  the event of any sales hereunder,  the  Agent
shall,  after  deducting  all costs or  expenses  of  every  kind
(including  reasonable  attorneys' fees  and  disbursements)  for
care, safekeeping, collection, sale, delivery or otherwise, apply
the  residue  of  the proceeds of the sales  to  the  payment  or
reduction,  either in whole or in part, for the  benefit  of  the
Agent  and  the  ratable benefit of the Lenders, of  the  Secured
Obligations  in  accordance  with  Section  13.3  of   the   Loan
Agreement.

          8.4  In  the event that it becomes necessary to  comply
with  any Federal or State law or regulation or to make  or  file
any registration thereunder in order for Agent to exercise any of
Agent's rights hereunder, each Pledgor expressly agrees to do  or
cause  to  be done all acts and prepare and execute all documents
necessary to affect such compliance or registration, and to  bear
all  reasonable  costs  in  connection therewith.   Each  Pledgor
agrees  to  indemnify and to hold Agent and the Lenders  harmless
from  and  against any claim or liability; and to hold Agent  and
the  Lenders  harmless from and against any  claim  or  liability
caused  by  (i)  any  omission or alleged  omission  to  state  a
material  fact required to be stated, or necessary  to  make  the
statements, in light of the circumstances in which they are made,
not misleading (as required in any registration or prospectus) or
(ii)  a  failure  to  register or comply with  any  such  law  or
regulation.

          8.5  If, at any time when the Agent shall determine  to
exercise  its right to sell the whole or any part of the  Pledged
Collateral hereunder, such Pledged Collateral or the part thereof
to  be  sold shall not, for any reason whatsoever, be effectively
registered  under  the Securities Act of 1933,  as  amended  (the
"Act"),  the  Agent  may,  in  its discretion  (subject  only  to
applicable requirements of law), sell such Pledged Collateral  or
part  thereof  by  private sale in such  manner  and  under  such
circumstances  as the Agent may deem necessary or advisable,  but
subject  to the other requirements of this Section 8,  and  shall
not  be required to effect such registration or to cause the same
to  be  effected.  Without limiting the generality of the  forego
ing,  in  any such event the Agent in its discretion (a) may,  in
accordance with applicable securities laws, proceed to make  such
private  sale  notwithstanding that a registration statement  for
the  purpose  of  registering  such Pledged  Collateral  or  part
<PAGE>

thereof  could  be or shall have been filed under  said  Act  (or
similar  statute), (b) may approach and negotiate with  a  single
possible purchaser to effect such sale, and (c) may restrict such
sale  to  a  purchaser  who will represent and  agree  that  such
purchaser  is purchasing for its own account, for investment  and
not  with  a  view  to the distribution or sale of  such  Pledged
Collateral  or  part thereof.  In addition to a private  sale  as
provided  above  in  this  Section  8,  if  any  of  the  Pledged
Collateral  shall  not  be  freely distributable  to  the  public
without  registration under the Act (or similar statute)  at  the
time  of  any proposed sale pursuant to this Section 8, then  the
Agent  shall not be required to effect such registration or cause
the  same to be effected but, in its discretion (subject only  to
applicable  requirements  of law),  may  require  that  any  sale
hereunder  (including a sale at auction) be conducted subject  to
restrictions (i) as to the financial sophistication  and  ability
of  any  Person  permitted to bid or purchase at any  such  sale,
(ii)  as  to  the  content  of legends  to  be  placed  upon  any
certificates  representing the Pledged Collateral  sold  in  such
sale, including restrictions on future transfer thereof, (iii) as
to the representations required to be made by each Person bidding
or  purchasing at such sale relating to that Person's  access  to
financial information about any issuer of Pledged Securities  and
such  Person's  intentions  as to  the  holding  of  the  Pledged
Collateral so sold for investment, for its own account,  and  not
with  a  view to the distribution thereof, and (iv)  as  to  such
other matters as the Agent may, in its discretion, deem necessary
or  appropriate  in  order  that such sale  (notwithstanding  any
failure  so to register) may be effected in compliance  with  the
Bankruptcy  Code  and  other laws affecting  the  enforcement  of
creditors' rights and the Act and all applicable state securities
laws.

          8.6  Each Pledgor acknowledges that notwithstanding the
legal  availability of a private sale or a sale  subject  to  the
restrictions described above in paragraph 8.5, the Agent may,  in
its  discretion,  elect  to  register  any  or  all  the  Pledged
Collateral  under  the Act (and any applicable  state  securities
law)  in  accordance  with its rights hereunder.   Each  Pledgor,
however,  recognizes that the Agent may be  unable  to  effect  a
public  sale  of  any or all the Pledged Collateral  and  may  be
compelled  to resort to one or more private sales thereof.   Each
Pledgor  also acknowledges that any such private sale may  result
in  prices and other terms less favorable to the seller  than  if
such   sale   were  a  public  sale  and,  notwithstanding   such
circumstances, agrees that any such private sale shall be  deemed
to have been made in a commercially reasonable manner.  The Agent
shall  be  under  no obligation to delay a sale  of  any  of  the
Pledged Collateral for the period of time necessary to permit the
registrant to register such securities for public sale under  the
Act,  or  under  applicable state securities laws,  even  if  any
Pledgor would agree to do so.

          8.7    Each  Pledgor  agrees,  to  the  maximum  extent
permitted  by applicable law,  that following the occurrence  and
during the continuance of an Event of Default it will not at  any
time   plead,  claim  or  take  the  benefit  of  any  appraisal,
valuation, stay, extension, moratorium or redemption law  now  or
hereafter  in force in order to prevent or delay the  enforcement
of  this Agreement, or the absolute sale of the whole or any part
of  the  Pledged  Collateral  or the possession  thereof  by  any
purchaser  at  any  sale hereunder, and each Pledgor  waives  the
benefit  of  all such laws to the extent it lawfully may  do  so.
Each  Pledgor agrees that it will not interfere with  any  right,
power and remedy of the Agent or any Lender provided for in  this
Agreement or now or hereafter existing at law or in equity or  by
<PAGE>

statute  or  otherwise,  or  the exercise  or  beginning  of  the
exercise  by the Agent or any Lender of any one or more  of  such
rights,  powers or remedies.  No failure or delay on the part  of
the  Agent  or  any Lender to exercise any such right,  power  or
remedy and no notice or demand which may be given to or made upon
the  Agent or any Lender with respect to any such remedies  shall
operate  as  a waiver thereof, or limit or impair the Agent's  or
any Lender's right to take any action or to exercise any power or
remedy  hereunder,  without notice or demand,  or  prejudice  its
rights as against any Pledgor in any respect.

          8.8   Each Pledgor further agrees that a breach of any of the
covenants contained in this Section 8 will cause irreparable injury to 
the Agent and the Lenders, that the Agent and the Lenders have no adequate 
remedy at law in respect of such breach and, as a consequence, agrees that 
each and every covenant contained in this Section 8 shall be specifically  
enforceable against each Pledgor, and each Pledgor hereby waives and agrees
not to assert any defenses against an action for specific performance of 
such covenants except for a defense that the Secured  Obligations are not 
then due and payable in accordance with the agreements and instruments 
governing and evidencing such obligations.

          8.9   The rights and remedies of the Agent under this Agreement 
shall be cumulative and not exclusive of any rights or remedies which it 
would otherwise have.  In exercising such rights and remedies the Agent may 
be selective and no failure or delay by the Agent in exercising any right
shall operate as a waiver of it, nor shall any single or partial exercise 
of any power or right preclude its other or further exercise or the exercise 
of any other power or right.

          90    Power of Attorney; Proxy.  9.1  Upon and after an Event of 
Default, each Pledgor irrevocably designates, makes, constitutes and 
appoints the Agent (and all Persons designated by the Agent) as its true 
and lawful attorney (and agent-in-fact) and the Agent, or the Agent's agent, 
may, without notice to any Pledgor, and at such time or times thereafter as 
the Agent or said agent, in its discretion, may determine, in the name of 
any Pledgor or the Agent, (a) transfer any or all of the Pledged Collateral 
on the books of the issuer thereof, with full power of substitution in the 
premises; (b) endorse the name of any Pledgor upon any checks, notes, 
acceptance, money orders, certificates, drafts or other forms of payment 
of security that come into the Agent's or any Lender's possession; and (c) 
do all acts and things necessary, in the Agent or any Lender's  discretion,  
to fulfill the obligations of the Pledgors under this Agreement.

          9.2   Upon the occurrence of any Event of Defaul thereunder, the 
Agent, or its nominee, without notice or demand of any kind to any Pledgor, 
shall have the sole and exclusive right to exercise all voting powers 
pertaining to any and all of the Pledged Collateral (and to give written  
consents in lieu of voting thereon) and may exercise such power in such 
manner as the Agent,  in its sole discretion, shall determine.  THIS  
PROXY IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE.  The exercise by the
Agent of any of its rights and remedies under this Section shall not be 
deemed a disposition of Pledged Collateral under Article 9 of the Uniform 
Commercial Code nor an acceptance by the Agent of any of the Pledged 
Collateral in satisfaction of any of the Obligations.
<PAGE>

          100   Waiver.  No delay on the Agent's or any  Lender's
part in exercising any power of sale, Lien, option or other right
hereunder, and no notice or demand which may be given to or  made
upon  any Pledgor by the Agent or any Lender with respect to  any
power  of  sale,  Lien,  option or other right  hereunder,  shall
constitute  a waiver thereof, or limit or impair the  Agent's  or
any Lender's right to take any action or to exercise any power of
sale,  Lien, option, or any other right hereunder, without notice
or  demand,  or prejudice the Agent's or any Lender's  rights  as
against any Pledgor in any respect.

          110   Termination.  This Agreement shall terminate  and
be  of  no  further force or effect at such time as  the  Secured
Obligations  shall  be paid and performed  in  full.   Upon  such
payment  and performance in full of the Secured Obligations,  the
Agent shall deliver to the Pledgors the Pledged Collateral at the
time subject to this Agreement and then in the Agent's possession
or   control  and  all  instruments  of  assignment  executed  in
connection  therewith, free and clear of the  Liens  hereof  and,
except  as  otherwise  provided  herein,  all  of  the  Pledgors'
obligations hereunder shall at such time terminate.

          120   Lien Absolute.  All rights of the Agent's and the Lenders
hereunder, and all obligations of the Pledgors hereunder, shall be 
absolute and unconditional irrespective of:

          12.1   any  lack of validity or enforceability of the Loan  
Agreement, the Notes, any other Loan Document or any other agreement or 
instrument governing or evidencing any Secured Obligations or any of the 
Borrowers' obligations under the Loan Documents;

          12.2   any change in the time, manner or place of payment of, or  
in any other term of, all or any part of the Secured Obligations or any of 
the Borrowers' obligations under the Loan Documents, or any other amendment 
or waiver of or any consent to any departure from the Loan Agreement, the 
Notes, any other Loan Document or any other agreement or instrument governing  
or evidencing any Secured Obligations or any of Borrowers' obligations under 
the Loan Documents;

          12.3   any exchange, release or non-perfection of any other  
collateral, or any release or amendment or waiver of or consent to departure 
from any guaranty, for all or any of the Secured Obligations or any of 
Borrowers' obligations under the Loan Documents; or

           12.4   any other circumstance which might otherwise constitute a  
defense available to, or a discharge of, any Pledgor.

          130   Release.  13.1  Each Pledgor hereby waives notice of 
acceptance of this Agreement, and also presentment, demand, protest and 
<PAGE>

notice of dishonor of any and all of the Secured Obligations or any of the 
Borrowers' obligations under the Loan Documents, and promptness in 
commencing suit against any party hereto or liable hereon, and in giving any 
notice to or of making any  claim  or  demand hereunder upon any  Pledgor.   
No act or omission of any kind on the Agent's or any Lender's part shall in
any event affect or impair this Agreement.

           13.2  Each Pledgor consents and agrees that Agent may at any time, 
or from time to time, in its discretion:

               (a)   renew, extend or change the time of payment, and/or the 
     manner, place or terms of payment of all or any part of the Secured 
     Obligations; and

               (b)  exchange, release and/or surrender all or any of the 
     Collateral (including the Pledged Collateral), or any part thereof, by 
     whomsoever deposited, which is now or may hereafter be held by Agent 
     in connection with all or any of the  Secured Obligations; all in such 
     manner and upon such terms as Agent may deem proper, and without notice  
     to or further assent from any Pledgor, it being hereby agreed that each
     Pledgor shall be and remain bound upon this Agreement, irrespective of
     the value or condition of any of the Collateral, and notwithstanding 
     any such change, exchange, settlement, compromise, surrender, release, 
     renewal or extension, and notwithstanding also that the Secured 
     Obligations may, at any time, exceed the aggregate principal amount 
     thereof set forth in the Loan Agreement, or any other agreement 
     governing any Secured Obligations.  Each Pledgor hereby waives notice  
     of acceptance of this Agreement, and also presentment, demand, protest 
     and notice of dishonor of any and all of the Secured Obligations, and  
     promptness in commencing suit against any party hereto or liable  
     hereon, and in giving any notice to or of making any claim or demand
     hereunder upon any Pledgor.  No act or omission of any kind on Agent's  
     part shall in any event affect or impair this Agreement.

          140   Reinstatement.  This Agreement shall remain in full force 
and effect and continue to be effective should any petition be filed by or 
against any Pledgor for liquidation or reorganization, should any Pledgor 
become insolvent or make an assignment for the benefit of creditors or 
should a receiver or trustee be appointed for all or any significant part of  
any Pledgor's assets, and shall continue to be effective or be reinstated, 
as the case may be, if at any time payment and performance of the Secured 
Obligations, or any part thereof, is, pursuant to applicable law, rescinded 
or reduced in amount, or must otherwise be restored or returned by any  
obligee of the Secured Obligations, whether as a "voidable preference",
"fraudulent conveyance", or otherwise, all as though such payment or 
performance had not been made.  In the event that any payment, or any part 
thereof, is rescinded, reduced, restored or returned, the Secured 
Obligations shall be reinstated and deemed reduced only by such amount 
paid and not so rescinded, reduced, restored or returned.

          150   Miscellaneous.  This Agreement shall be binding upon each 
Pledgor and its successors and assigns, and shall inure to the benefit of, 
and be enforceable by, the Agent and the Lenders and their successors and 
assigns.  Any Lender may assign or otherwise transfer all or a portion of  
its rights and obligations under the Loan Agreement (including, without 
limitation, all or any portion of its Commitment and the Loans owing to it) 
to any Eligible Assignee, and such Eligible Assignee shall thereupon because 
<PAGE>

vested with all the benefits in respect thereof granted to such Lender 
herein or otherwise, subject, however, to the provisions of Articles 14 
and 15 (concerning the Agent) of the Loan Agreement.  This Agreement shall 
be governed by, and construed and enforced in accordance with, the internal
laws in effect in the State of New York without giving effect to principles  
of conflict of laws, and none of the terms or provisions of this Agreement 
may be waived, altered, modified or amended except in writing duly signed 
for and on behalf of the Lenders and the Pledgors.  Neither Agent, nor any 
of its respective officers, directors, employees, agents or counsel shall 
be liable for any action lawfully taken or omitted to be taken by it or them 
hereunder or in connection herewith, except for its or their own gross 
negligence or willful misconduct.

          160  Severability.  If for any reason any provision or provisions  
hereof are determined to be invalid and  contrary to any  existing or future 
law, such invalidity shall not impair the operation of or effect those 
portions of this Agreement which are valid.

          170   Notices.  Notices hereunder shall be given in the same 
manner, and at the addresses, as provided in Section 16.1 of the Loan 
Agreement, except that notices to any Pledgor shall be addressed as follows:

               c/o Trism, Inc.
               4174 Jiles Road
               Kennesaw, Georgia 30338
               Attention:
               Fax No.:

          180   Section Titles.  The Section titles contained in this 
Agreement are and shall be without substantive meaning or content of any  
kind whatsoever and are not a part of the agreement between the parties 
hereto.

          190   Counterparts. This Agreement may be executed in any  number  
of counterparts, which shall, collectively and separately, constitute one 
agreement.

          20.    Indemnification.   The Pledgors jointly and severally  
agree to reimburse the Agent and the Lenders for all costs and expenses,  
including reasonable counsel fees and disbursements, incurred, and to 
indemnify and hold the Agent and the Lenders harmless from and against all 
losses suffered by, the Agent  or any Lender in connection with (i) the 
exercise by the Agent of any right or remedy granted to it under this 
Agreement or any of the Loan Documents, (ii) any claim, and the prosecution
or defense thereof, arising out of or in any way connected with this  
Agreement or any of the Loan Documents, and (iii) the collection or 
enforcement of the Secured Obligations or any of them, other than such 
costs, expenses and liabilities arising out of the Agent's or any Lender's 
gross negligence or willful misconduct.

          IN  WITNESS  WHEREOF, this Stock Pledge  Agreement  has
been duly executed under seal as of the date first written above.
<PAGE>

                              TRISM, INC.


                              By: ____________________________________
                              Title:__________________________________


                              TRISM SECURED TRANSPORTATION, INC.


                              By:______________________________________
                              Title:___________________________________

     

                              TRISM HEAVY HAUL, INC.

                              By:_______________________________________
                              Title: ___________________________________



                              TRISM TRANSPORT SERVICES, INC.


                              By:______________________________________
                              Title:___________________________________



                              TRI-STATE MOTOR TRANSIT CO.


                              By:______________________________________
                              Title:___________________________________



                              TRISM SPECIALIZED CARRIERS, INC.


                              By:______________________________________
                              Title:___________________________________

<PAGE>

                                        EXHIBIT A
                              to the Stock Pledge Agreement


          Attached to and forming a part of that certain Stock Pledge 
Agreement dated as of July ____, 1997 by Pledgor to The CIT Group/Business 
Credit, Inc., as Agent for the Lenders from time to time party to the Loan 
Agreement.

                                                                   
                                                                   Number of 
 Pledgor                                 Class   Certi-   Number    Sharess
 Name of                                  of     ficate    of     Issued and
 Pledgor               Issuer            Stock  Number(s) Shares  Outstanding
                          
Trism, Inc.        Trism Secured                                    
                   Transportation, Inc.
                                                                    
Trism, Inc.        TRISM Heavy Haul, Inc.                           
                                                                    
Trism, Inc.        TRISM Transport, Inc.                            
                                                                    
Trism, Inc.        TRISM Logistics, Inc.                            
                                                                    
Trism, Inc.        TRISM Equipment, Inc.                            
                                                                    
Trism, Inc.        TRISM Maintenance                                
                   Services, Inc.
                                                                    
Trism, Inc.        Transportation Recovery                          
                   Systems, Inc.
                                                                    
Trism, Inc.        EFB, Inc.                                        
                                                                    
Trism Secured      Tri-State Motor Transit                          
Transportation,    Co.
Inc.
                                                                    
Trism Secured      Diablo Systems                                   
Transportation,    Incorporated (d/b/a
Inc.               Diablo Transportation,
                   Inc.)
<PAGE>
                                                                    
Trism Secured      Emerald Leasing, Inc.                            
Transportation,
Inc.
                                                                    
Trism Secured      McGil Special Services,                          
Transportation,    Inc.
Inc.
                                                                    
Trism Secured      TRISM Eastern, Inc.                              
Transportation,    (d/b/a C.I. Whitten
Inc.               Transfer)
                                                                    
Trism Heavy Haul,  TRISM Specialized                                
Inc.               Carriers, Inc.
                                                                    
Trism Heavy Haul,  E.L. Powell & Sons                               
Inc.               Trucking Co., Inc.
                                                                    
Trism Heavy Haul,  TRISM Transport                                  
Inc.               Services, Inc.
                                                                    
                                                                    
                                                                    
Tri-State Motor    Aero Body and Truck                              
Transit Co.        Equipment Company, Inc.
                                                                    
Tri-State Motor    Tri-State Transportation                         
Transit Co.        Services, Inc.
                                                                    
Trism Specialized  TRISM Special Services,                          
Carriers, Inc.     Inc.
<PAGE>                                                                    
                                                                    

Trism Special      AAA Truck Lease & Sales,                         
Services, Inc.     Inc.


                               EXHIBIT B
                     to the Stock Pledge Agreement
     
                           PLEDGE AMENDMENT
     
     
   This Pledge Amendment, dated __________, 199___ is delivered pursuant to 
Section 6.4 of the Stock Pledge Agreement referred to below.  The undersigned 
hereby agrees that this Pledge Amendment may be attached to that certain 
Stock Pledge Agreement, dated as of July ___, 1997, by the undersigned, as 
Pledgor, to The CIT Group/Business Credit, Inc., as Agent for the Lenders 
from time to time party to the Loan Agreement, and that the Pledged 
Securities listed on this Pledge Amendment shall be and become a part of the
Pledged Collateral referred to in said Stock Pledge Agreement and shall  
secure all Secured Obligations referred to in, and shall be subject to all  
of the terms and provisions of, said Stock Pledge Agreement.   Except as 
specifically amended hereby, the Stock Pledge Agreement remains in 
full force and effect.
     
     
     
                              [______________________________________]
                              
     
                              By: ____________________________
                              Name: __________________________
                              Title: _________________________
     
 <PAGE>    
     
                              Attest: ________________________
                              Name: __________________________
                              Title: _________________________
     
     
     
    Name             Class of  Certificate  Number of   Number of Shares
of Pledgor  Issuer    Stock     Number(s)    Shares    Issued and Outstanding
     
<PAGE>

                                                        EXHIBIT G

                        TRADEMARK SECURITY AGREEMENT

     This TRADEMARK SECURITY AGREEMENT, dated as of July  ____,1997, by 
TRI-STATE MOTOR TRANSIT CO., a Delaware corporation ("Grantor"),in favor of   
THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation, in its capacity 
as Agent for Lenders.

                      W I T N E S S E T H:

     WHEREAS, pursuant to that certain Loan and Security Agreement dated as 
of the date hereof by and among Grantor and the other borrowers party thereto   
(the "Borrowers"), Agent and the Persons signatory thereto from time to time    
as Lenders (including all annexes, exhibits or schedules thereto, as from 
time to time amended, restated, supplemented or otherwise modified, the 
"Loan Agreement"), Lenders have agreed to make the Loans and to incur Letter 
of Credit Obligations for the benefit of Grantor and the other Borrowers 
party thereto; and

    WHEREAS, Agent and Lenders are willing to make the Loans and to incur 
Letter of Credit Obligations as provided for in the Loan Agreement, but only    
upon the condition, among others, that Grantor shall have executed and 
delivered to Agent, for itself and the ratable benefit of Lenders, this 
Trademark Security Agreement;

     NOW, THEREFORE, in consideration of the premises and mutual covenants 
herein contained and for other good and valuable consideration, the receipt   
and sufficiency of which are hereby acknowledged, Grantor hereby agrees as 
follows:

     1.      DEFINED TERMS.  All capitalized terms used but not otherwise 
defined herein have the meanings given to them in the Loan Agreement.

     2.      GRANT OF SECURITY INTEREST IN TRADEMARK COLLATERAL.  Grantor 
hereby grants to  Agent, on behalf of itself and Lenders, a continuing first   
priority security interest in all of Grantor's right, title and interest in,  
to and under the following, whether presently existing or hereafter created
or acquired (collectively, the "Trademark Collateral"):

          (a) all of its Trademarks and Trademark Licenses to which it is a
party including those referred to on Schedule I hereto;

          (b) all reissues, continuations or extensions of the foregoing;

          (c) all goodwill of the business connected with the use of, and  
symbolized by, each Trademark and each Trademark License; and
<PAGE>

          (d) all products and proceeds of the foregoing, including, without   
limitation, any claim by Grantor against third parties for past, present or  
future (i) infringement or dilution of any Trademark or Trademark licensed  
under any Trademark License or (ii) injury to the goodwill associated with    
any Trademark or any Trademark licensed under any Trademark License.

     2.   RIGHTS AND REMEDIES.

          (a)  The security interests granted pursuant to this Trademark 
Security Agreement are granted in conjunction with the security interests  
granted to Agent, on behalf of itself and Lenders, pursuant to the Loan 
Agreement.  Grantor hereby acknowledges and affirms that the rights and 
remedies of Agent with respect to the security interest in the Trademark 
Collateral made and granted hereby are more fully set forth in the Loan
Agreement, the terms and provisions of which are incorporated by reference 
herein as if fully set forth herein;

          (b) Notwithstanding anything to the contrary herein or in any of 
the other Loan Documents, if any Default or Event of Default under the Loan  
Agreement or any other Loan Document shall have occurred, or if the Grantor 
fails to perform any agreement or to meet any of the obligations to the 
Agent hereunder, in addition to any and all other rights and remedies that  
Agent may have in the Loan Agreement, in any other Loan Document or at law,
all of Grantor's right, title and interest in and to the Trademark Collateral 
shall be automatically granted, assigned, conveyed and delivered to the 
Agent or its designee, and Grantor hereby irrevocably constitutes and 
appoints Agent and any officer, agent or employee thereof, with full power 
of substitution, as its true and lawful attorney-in-fact, with full 
irrevocable power and authority in the place and stead of Grantor and in the   
name of Grantor or Agent's own name or the name of Agent's designee, all 
acts of said attorney being hereby ratified and confirmed, except to the 
extent any of the same constitute gross negligence or willful misconduct,   
such power being coupled with an interest is irrevocable, upon the 
occurrence of a Default or an Event of Default: (i) to complete, date, 
execute and file or cause to be filed the Assignment attached hereto as 
Exhibit A and incorporated hereby by reference (the "Assignment") in the
United States Patent and Trademark Office and in all other applicable 
offices, and to execute and deliver any and all documents and instruments  
which may be necessary or desirable to accomplish the purpose of the 
Assignment; (ii) to collect proceeds from the Trademarks (including, by way    
of example, license royalties and proceeds of infringement suits); (iii) to
convey in any transaction authorized by the Loan Agreement, any goods covered   
by the registrations listed on Schedule 1 to any purchaser thereof; (iv) to 
make payment or discharge taxes or liens levied or placed upon or threatened   
against any goods covered by the registrations listed on Schedule 1, the 
legality or validity thereof and the amounts necessary to discharge the
same to be determined by Agent, in its sole discretion, and such payments 
made by Agent to become the obligations of Grantor to Agent, due and 
payable immediately, without demand.

                      [signature page follows]
<PAGE>

     IN WITNESS WHEREOF, Grantor has caused this Trademark Security 
Agreement to be executed and delivered by its duly authorized officer as of 
the date first set forth above.


                         TRI-STATE MOTOR TRANSIT CO.


                         By:_______________________________________
                               Name:
                               Title:



ACCEPTED AND ACKNOWLEDGED BY:

THE CIT GROUP/BUSINESS CREDIT, INC.,
as Agent

By:_________________________________

Name:_______________________________

Title:______________________________



                   ACKNOWLEDGMENT OF GRANTOR

STATE OF _____________   )
               )   ss.
COUNTY OF ___________    )

On this ____ day of ____________,  ____  before me personally appeared 
 ___________________, proved to me on the basis of satisfactory evidence to   
be the person who executed the foregoing instrument on behalf of 
 ___________________, who being by me duly sworn did depose and say that he 
is an authorized officer of said corporation, that the said instrument was 
signed on behalf of said corporation as authorized by its Board of Directors   
and that he acknowledged said instrument to be the free act and deed of said 
corporation.

                                             
          {seal}                   Notary Public
<PAGE>

                           SCHEDULE 1
                               to
                  TRADEMARK SECURITY AGREEMENT

                    TRADEMARK  REGISTRATIONS


Registration
Number              Mark                Date

1,285,587           TSMT                7/10/84

1,287,292           TSMT (Stylized)     7/24/84

<PAGE>

                           EXHIBIT A

             ASSIGNMENT OF TRADEMARKS AND GOODWILL

     THIS ASSIGNMENT dated the ____ day of July, 1997 from TRI-STATE MOTOR 
TRANSIT, CO., a Delaware corporation (the "Assignor"), to THE CIT GROUP/
BUSINESS CREDIT INC., a New York corporation (the "Assignee"), recites and 
provides:

     WHEREAS, Assignor is the owner of certain U.S. trademarks and service    
marks and the registrations and applications to register therefor listed in 
Schedule A hereto ("Trademarks"); and

     WHEREAS, Assignee desires to obtain for the Lenders all of the 
Assignor's right, title and interest in all such Trademarks.

     NOW, THEREFORE, for good and valuable consideration, the receipt and 
adequacy of which are hereby acknowledged, Assignor hereby grants, assigns  
and conveys to Assignee, its successors and assigns, the entire right, title  
and interest of Assignor in and to the Trademarks, including without 
limitation all proceeds thereof (such as, by way of example, license 
royalties and proceeds of infringement suits), and the right to sue for past,
present and future infringements, together with the goodwill of the business   
symbolized by the Trademarks.  Assignor acknowledges that it has granted  
Assignee the right to secure the assets of the Assignor associated with the   
business symbolized by the Trademarks, under separate agreement.

     Assignor further agrees to execute such further instruments and 
documents and perform such further acts as Assignee may deem necessary to 
secure to Assignee the rights herein conveyed.

                         TRI-STATE MOTOR TRANSIT CO.

                         By:
                         
                         Name:___________________________________
                         Title:__________________________________

                         Attest:
                         
                         Name:____________________________________
                         Title:___________________________________
<PAGE>

                                                        EXHIBIT H

                       POWER OF ATTORNEY

              (a)  Each of TRISM, INC., a Delaware corporation, TRISM 
SECURED TRANSPORTATION, INC., a Delaware corporation, TRI-STATE MOTOR 
TRANSIT CO., a Delaware corporation, AERO BODY AND TRUCK EQUIPMENT COMPANY,   
INC., a Delaware corporation, TRI-STATE TRANSPORTATION SERVICES, INC., a  
Missouri corporation, DIABLO SYSTEMS INCORPORATED d/b/a DIABLO 
TRANSPORTATION, INC., a California corporation, EMERALD LEASING, INC., a      
Nevada corporation,  McGIL SPECIAL SERVICES, INC., a Delaware corporation, 
TRISM EASTERN, INC. d/b/a C.I. WHITTEN TRANSFER, a Delaware corporation, 
TRISM HEAVY HAUL, INC., a Delaware corporation, TRISM SPECIALIZED CARRIERS,     
INC., a Georgia corporation, TRISM SPECIAL SERVICES, INC., a Georgia 
corporation, E. L. POWELL & SONS TRUCKING CO., INC., an Oklahoma   
corporation, TRISM TRANSPORT, INC., a Delaware corporation, TRISM TRANSPORT
SERVICES, INC., a Utah corporation, and TRISM LOGISTICS, INC., a New Jersey 
corporation (each of the foregoing herein a "Borrower" and collectively, the   
"Borrowers") (each a "Borrower" and collectively, the "borrowers") hereby 
irrevocably constitutes and appoints THE CIT GROUP/BUSINESS CREDIT, INC. and   
any officer or agent thereof ("Agent"), for the benefit of Agent and the
ratable benefit of the Lenders under the Loan Agreement (as hereinafter 
defined), with full power of substitution, as its true and lawful attorney-
in-fact with full irrevocable power and authority in the place and stead of 
any or all of the Borrowers and in the name of any or all of the Borrowers  
or in its own name, from time to time in Agent's discretion, for the purpose   
of carrying out the terms of that certain Loan and Security Agreement dated   
July ____,  1997 by and among the Borrowers, the financial institutions 
party thereto from time to time and Agent, as agent and lender (the 
"Agreement") and all other Loan Documents (as that term is defined in the  
Agreement) executed in connection therewith, to take any and all appropriate   
action and to execute and deliver any and all documents and instruments 
which may be necessary or desirable to accomplish the purposes of the 
Agreement, provided, that Agent furnish notice to the Borrowers one day prior   
to taking any such action or promptly thereafter if prior notice of such 
action is not possible or in the reasonable determination of Agent not  
prudent or such action without notice is necessary for the preservation of     
the Collateral or Agent's security interest therein, for the benefit of 
Agent and the ratable benefit of the Lenders, and, without limiting the 
generality of the foregoing, each Borrower hereby grants to Agent  the  
power and right, on behalf of each Borrower, and at any time, to do the 
following:

                   (i) in the name of such Borrower, in its own name or 
     otherwise, take possession of, endorse and receive payment of any  
     checks, drafts, notes, acceptances, or other Instruments for the payment 
     of monies due under any Collateral (as that term is defined in the 
     Agreement);

                   (ii) continue any insurance existing pursuant to the 
     terms of the Agreement, and pay all or any part of the premiums 
     therefor and the costs thereof; and
<PAGE>

                   (iii) receive payment of any and all monies, claims, and   
     other amounts due or to become due at any time arising out of or in 
     respect of any Collateral.

              (b)  Each Borrower hereby irrevocably constitutes and appoints   
Agent and any officer or agent thereof, for the benefit of Agent and the 
ratable benefit of the Lenders, with full power of substitution, as its true   
and lawful attorney-in-fact with full irrevocable power and authority in the   
place and stead of such Borrower and in the name of such Borrower or in its
own name, from time to time in Agent's discretion, for the purpose of 
carrying out the terms of the Agreement, to take any and all appropriate  
action and to execute and deliver any and all documents and instruments 
which may be necessary or desirable to accomplish the purposes of the 
Agreement and, without limiting the generality of the foregoing, each 
Borrower hereby grants to Agent the power and right, on behalf of such 
Borrower, without notice to or assent by such Borrower, upon the occurrence 
and during the continuation of a Default or an Event of Default (as those 
terms are defined in the Agreement) and the expiration of all cure periods 
applicable thereto to do the following:

               (i)   ask, demand, collect, receive and give acquittances and   
     receipts for any and all money due or to become due under any 
     Collateral;

               (ii) pay or discharge any taxes, liens, security interests, 
     or other encumbrances levied or placed on or threatened against the 
     Collateral;

               (iii)  effect any repairs or obtain any insurance called for 
     by the terms of the Agreement and pay all or any part of the premiums 
     therefor and costs thereof;

               (iv) direct any party liable for any payment under or in 
     respect of any of the Collateral to make payment of any and all monies   
     due or to become due thereunder, directly to Agent or as Agent shall 
     direct;

               (v) sign and endorse any invoices, freight or express bills,  
     bills of lading, storage or warehouse receipts, drafts against debtors, 
     assignments, verifications, and notices in connection with accounts and
     other documents constituting or related to the Collateral;

               (vi) settle, compromise or adjust any suit, action, or 
     proceeding described above and, in connection therewith, give such 
     discharges or releases as Agent may deem appropriate;

               (vii)  file any claim or take or commence any other action
     or proceeding in any court of law or equity or otherwise deemed  
     appropriate by Agent for the purpose of collecting any and all such  
     monies due under any Collateral whenever payable;

               (viii)  commence and prosecute any suits, actions or 
     proceedings of law or equity in any court of competent jurisdiction to   
     collect the Collateral or any part thereof and to enforce any other 
     right in respect of any Collateral;
<PAGE>

               (ix)   defend any suit, action or proceeding brought against   
     such Borrower with respect to any Collateral if such Borrower does not   
     defend such suit, action or proceeding or if Agent believes that such  
     Borrower is not pursuing such defense in a manner that will maximize 
     the recovery with respect to such Collateral;

               (x)  license or, to the extent permitted by an applicable 
     license, sublicense, whether general, specific or otherwise and whether    
     on an exclusive or non-exclusive basis, any Patent or Trademark (as 
     those terms are defined in the Agreement) throughout the world on such   
     terms and conditions and in such manner as Agent shall, in its sole
     discretion, determine; and

               (xi) sell, transfer, pledge, make any agreement with respect    
     to, or otherwise deal with any of the Collateral as fully and completely  
     as though Agent were the absolute owner thereof for all purposes, and 
     to do, at Agent's option and the Borrowers' joint and several expense,
     at any time or from time to time, all acts and other things that Agent   
     reasonably deems necessary to perfect, preserve, or realize upon the 
     Collateral and Agent's Liens (as that term is defined in the Agreement)  
     therein, for the benefit of Agent and the ratable benefit of the 
     Lenders, in order to effect the intent of the Agreement, all as fully    
     and effectively as such Borrower might do.

              (c)  Each Borrower hereby ratifies, to the extent permitted by   
law, all that said attorneys shall lawfully do or cause to be done by 
virtue hereof.  The power of attorney granted pursuant to this Power of 
Attorney is a power coupled with an interest and shall be irrevocable  until   
the Secured Obligations (as that term is defined in the Agreement) are paid   
or otherwise satisfied in full.

              (d)  The powers conferred on Agent hereunder are solely to 
protect Agent's interests in the Collateral and shall not impose any duty  
upon it to exercise any such powers.  Agent shall be accountable only for 
amounts that it actually receives as a result of the exercise of such powers 
and none of it officers, directors, employees, agents or representatives  
shall be responsible to any Borrower for any act or failure to act,except 
for their own gross negligence or willful misconduct.

              (e)  Each Borrower also authorizes Agent, at any time and 
from time to time, (a) to communicate in its own name with any party to any  
Contract with regard to the assignment of the right, title and interest of 
each Borrower in and under the Contracts and other matters relating thereto,  
and (b) to execute, in connection with the sale provided for in Section 13.2   
of the Agreement, any endorsements, assignments or other instruments of
conveyance or transfer with respect to the Collateral.

     IN  WITNESS  WHEREOF, each of  the undersigned has executed this
Power of Attorney under seal  this ____ day July, 1997.

Attest:                                      TRISM, INC.


By:______________________        By:_____________________________________
     Secretary                   Name:
                                 Title: President



Attest:                       TRISM SECURED TRANSPORTATION, INC.



By:______________________       By:_____________________________________
     Secretary                  Name:
                                Title: President



Attest:                       TRI-STATE MOTOR TRANSIT CO.



By:______________________     By:_____________________________________
     Secretary                Name:
                              Title: President


Attest:                       AERO BODY AND TRUCK EQUIPMENT COMPANY, INC.


By:______________________     By:_____________________________________
     Secretary                Name:
                              Title: President

<PAGE>

Attest:                       TRI-STATE TRANSPORTATION SERVICE, INC.


By:______________________     By:_____________________________________
     Secretary                Name:
                              Title: President



Attest:                       DIABLO SYSTEMS INCORPORATED, D/B/A DIABLO
                              TRANSPORTATION, INC.


By:______________________     By:_____________________________________
     Secretary                Name:
                              Title: President


Attest:                       EMERALD LEASING, INC.


By:______________________     By:_____________________________________
     Secretary                Name:
                              Title: President


Attest:                       McGIL SPECIAL SERVICES, INC.


By:______________________     By:_____________________________________
     Secretary                Name:
                              Title: President


Attest:                       TRISM EASTERN, INC., D/B/A C.I. WHITTEN 
                              TRANSFER

By:______________________     By:_____________________________________
     Secretary                Name:
                              Title: President

<PAGE>

Attest:                       TRISM HEAVY HAUL, INC.


By:______________________     By:_____________________________________
     Secretary                Name:
                              Title: President

Attest:                       TRISM SPECIALIZED CARRIERS, INC.


By:______________________     By:_____________________________________
     Secretary                Name:
                              Title: President


Attest:                       TRISM SPECIAL SERVICES, INC.


By:______________________     By:_____________________________________
     Secretary                Name:
                              Title: President


Attest:                       E. L. POWELL & SONS TRUCKING CO., INC.


By:______________________     By:_____________________________________
     Secretary                Name:
                              Title: President


Attest:                       TRISM TRANSPORT, INC.


By:______________________     By:_____________________________________
     Secretary                Name:
                              Title: President


Attest:                       TRISM TRANSPORT SERVICES, INC.


By:______________________     By:_____________________________________
     Secretary                Name:
                              Title: President

<PAGE>

Attest:                       TRISM LOGISTICS, INC.


By:______________________     By:_____________________________________
     Secretary                Name:
                              Title: President
<PAGE>
                                                        EXHIBIT I

                            GUARANTY

                         Date: July __, 1997

To:   THE CIT GROUP/BUSINESS CREDIT, INC., as Agent

Address:  900 Ashwood Parkway
          Atlanta, GA 30338


               Re:  TRISM, Inc., a Delaware corporation, TRISM Secured 
                    Transportation, Inc., a Delaware corporation, Tri-State    
                    Motor Transit Co., a Delaware corporation, Aero Body and 
                    Truck Equipment Company, Inc., a Delaware corporation,      
                    Tri-State Transportation Service, Inc., a Missouri 
                    corporation, Diablo Systems Incorporated d/b/a Diablo
                    Transportation, Inc., a California corporation, Emerald  
                    Leasing, Inc., a Nevada corporation, McGil Special 
                    Services, Inc., a Delaware corporation, TRISM Eastern, 
                    Inc. d/b/a C.I. Whitten Transfer, a Delaware corporation, 
                    TRISM Heavy Haul, Inc., a Delaware corporation, TRISM 
                    Specialized Carriers, Inc., a Georgia corporation, TRISM
                    Special Services, Inc., a Georgia corporation, E. L. 
                    Powell & Sons Trucking Co., Inc., an Oklahoma 
                    corporation, TRISM Transport, Inc., a Delaware 
                    corporation, TRISM Transport Services, Inc., a Utah
                    corporation, and TRISM Logistics, Inc., a New Jersey 
                    corporation (collectively the "Companies")

Gentlemen:

     Reference is made to that certain Loan and Security Agreement, dated  
July  __,  1997 (as may be amended, modified or supplemented from time to  
time, the "Agreement"; capitalized terms used but not defined herein shall 
have the meanings assigned to such terms in the Agreement), between the  
Lenders listed in the Agreement (and any amendments or supplements thereto) 
and you, as Lender and agent for the  Lenders (you and the Lenders sometimes    
referred to herein as, the "Secured Parties"), and the Companies.  Each of 
the undersigned (herein each a "Guarantor" and collectively the "Guarantors") 
hereby unconditionally jointly and severally guarantees and agrees to be
liable for the prompt, full and indefeasible payment and performance when  
<PAGE>

due of all now  existing and future indebtedness, obligations or 
liabilities of the Companies to the Secured Parties, howsoever arising,  
whether direct or indirect, absolute or contingent, secured or unsecured,   
whether arising under the Agreement, the Note or the other documents  
executed and delivered in connection with the Agreement, as now written or 
as amended or supplemented hereafter, or by operation of law or otherwise,
including, without limitation, all Secured Obligations of the Companies  to  
the Secured Parties.  Furthermore each of the Guarantors agrees to pay to 
you, as agent for the Secured Parties, on demand the amount of all expenses    
(including reasonable attorney's fees) incurred by you or any of the Secured
Parties in collecting or attempting to collect any of the Companies'  
Obligations to the Secured Parties, whether from the Companies, or from any  
other obligor, or from the Guarantors, or in realizing upon any collateral;  
and agrees to pay any interest at the highest lawful rate on all amounts 
payable to you, as agent for the Secured Parties, or the Secured Parties 
hereunder, even if such amount cannot be collected from the Companies.  (All
of the aforementioned obligations, liabilities, expenses and interest are 
hereinafter collectively  called the "Guaranteed Obligations").  To the 
extent you receive  payment, for the benefit of the Secured Parties, on 
account of the Guaranteed Obligations, which payment is thereafter set  
aside or required to be repaid by you or the  Secured Parties in whole or in   
part, then, to the extent of any sum not finally retained by you or the 
Secured Parties (regardless of whether such sum is recovered from you or the   
Secured Parties by the Companies, its trustee, or any other party acting 
for, on behalf  of  or  through  the  Companies  or its  representative),   
the Guarantors' obligation to you, as agent for the Secured Parties, and the
Secured Parties under this Guaranty, as amended, modified or supplemented,  
shall remain in full force and effect (or be reinstated) until the 
Guarantors have made payment in full to you, for the benefit of the Secured
Parties, therefor, which payment shall be due upon demand.

     This Guaranty is executed as an inducement to the Secured Parties to 
make loans or advances to the Companies or otherwise to extend credit or 
financial accommodations to the Companies, or to enter into or continue   
a financing arrangement with  the Companies, and is executed in 
consideration of the Secured Parties doing or having done any of the 
foregoing.    Each of the Guarantors agrees that any of the foregoing shall   
be done or extended by the Secured Parties, in their sole discretion, and
shall be deemed to have been  done  or   extended by the Secured Parties in   
consideration of and  in  reliance  upon the execution of  this Guaranty, 
but that  nothing  herein  shall obligate the Secured Parties, to do any of 
the foregoing.

     Notice of acceptance of this Guaranty, the making of loans or advances,
or the  extension  of  credit  under   the   Agreement, the amendment,   
execution or termination of the Agreement or any other agreements in 
connection therewith,  and presentment, demand, protest,  notice  of  
protest,   notice  of   non-payment   and   all   other notices to which 
the Guarantors   may   be   entitled   (whether under this  Guaranty  or   
the Agreement), and your reliance on this Guaranty are hereby  waived.    
Each   of   the   Guarantors   (a) waives notice of (i) changes in terms or   
extensions of the time of payment, (ii) the taking and releasing of 
collateral  or guarantees (including the release  of any of the Guarantors)   
and (iii) the settlement, compromise or release of any  Guaranteed
Obligations, and agrees that,  as  to  each   of   the  Guarantors, the
amount of the Guaranteed Obligations shall  not  be  diminished  by any
any of the foregoing; (b) waives any necessity, whether substantive or 
procedural, that judgment previously be  rendered against the Companies or 
any other person or that the Companies or any person be joined in such  
<PAGE>

cause,  or  that  separate  action be brought against the Companies or any  
other  person; (c) waives any right to assert in any action or proceeding  
on  this Guaranty any offsets, counterclaims or defenses (except payment)
including, without limitation, defenses  of  Statute of Limitations  and
laches;  (d) waives the performance of each and  every condition precedent 
to which the Guarantors  might  otherwise  be  entitled  by law; and (e) 
waives   each  and  every  right   to   which  it  may  be entitled  by 
virtue  of  applicable  suretyship  law  to  the  full extent that such a 
law permits or does not forbid such waiver

     You   shall   not   be   required  to  mitigate   damages   or   take   
any other   action   to   reduce,  collect  or  enforce  the  obligations   
or   any Collateral   therefore.    Each   of   the  Guarantors   agrees   
that   neither you,   as   agent   for   the   Secured  Parties,  nor   the   
Secured   Parties need   attempt   to   collect  any  Guaranteed  Obligations   
from  the other Guarantors  or  any other obligor or to realize  upon any
collateral, but may require the   Guarantors   to    make    immediate
payment   of   Guaranteed  Obligations  to  you  when  due  or   at   any   
time thereafter.    Neither   you   nor  the  Secured   Parties   shall   
be   liable for   failure   to   collect  Guaranteed  Obligations   or   
to   realize   upon any   collateral   or   security  therefor,  or  any  
part   thereof,   or   for any   delay   in   so   doing,   nor  shall  you   
or   any   of   the   Secured Parties    be   under   any   obligation   to   
take   any   action   whatsoever with regard thereto.

     This  Guaranty    is    absolute,    unconditional  and  continuing,
regardless of the validity,   regularity or enforceability of  any
of the Guaranteed  Obligations   or   the   fact    that    a    security
interest or lien in   any  collateral  or  security   therefor   may   not
be enforceable   by  you,  for  the  benefit  of  the  Secured   Parties, or
may otherwise be subject  to  equities  or  defenses   or   prior   claims
in favor  of  others  or  may  be  invalid  or  defective in any  way  and
for any reason,  including  any  action,  or  failure  to  act,  on  your
part.   The liability of  the  Guarantors  under   this   Guaranty   shall
be unaffected by the  death  of any of the Guarantors.    Payment  by
the Guarantors shall be made to you, for   the   benefit   of   the
Secured Parties, at your office  from  time  to   time   on   demand  as
Guaranteed Obligations become due, and one or   more   successive   or
concurrent  actions may be brought  hereon against the Guarantors 
(or any one or more  of  them)  either  in  the  same   action   or   in
separate actions. In  the  event  any  claim  or  action, or action  on
any  judgment, based on this  Guaranty,  is  made   or   brought   against
the Guarantors,  the  Guarantors  agree  not  to  assert against you or
any of the Secured Parties any set-off  or counterclaim  which  the
Companies may have, and, further,   the   Guarantors agree not  to
deduct, set-off, or seek to counterclaim  for or recoup,  any amounts 
which   are   or  may  be  owed  by  you  or  any   of   the   Secured
Parties to the Guarantors,  or  for  any loss of contribution from
any other Guarantor.

     Each  of the Guarantors   represents,  warrants   and   covenants to
you, as agent for the Secured Parties, as an  inducement to the Secured 
Parties  to extend credit or provide financial accommodations to the 
Companies  or   on   the   Companies'   behalf   (i) that  as  of the  
date  of  this  Guaranty,  the  fair  saleable value of each  of the 
Guarantor's assets exceeds its respective liabilities; (ii) that each 
Guarantor is meeting current liabilities as they mature; (iii) that  the  
financial  statements of each Guarantor furnished to you are true and
correct and include in the footnotes thereto all contingent liabilities of
each Guarantor and since the date of said   financial   statements
there has been no material or adverse change in the financial condition,   
business, operations, assets or prospects  of  any of the Guarantors;   
(iv) that there are not now pending any material court or administrative
<PAGE>

proceedings  or undischarged judgments against any of the  Guarantors  
and no federal or  state tax liens have   been   filed or threatened 
against  any  of  the Guarantors nor is  any  Guarantor in default or 
claimed default under any agreement for borrowed  money;  (v) that each of 
the Guarantors shall immediately give  you written  notice of any 
material  adverse change in its financial condition,  including  but  
not limited to  a litigation commenced, tax liens  filed, defaults claimed   
under its indebtedness for borrowed money or bankruptcy proceedings, that
is by or against  any  Guarantor;  (vi)  that  each  of   the   Guarantors
shall at such reasonable  times  as  you  request  furnish   its   current
financial  statements  to  you  and permit you or your representatives to 
inspect   any  and  all  of   the   Guarantors'   offices each of the   
Guarantors'  financial  records  and   properties   and   make extracts
therefrom   in   order   to   evaluate   the   financial   condition of   
each   Guarantor;   (vii)   that  none  of   the   Guarantors   shall   (A)
mortgage, assign, pledge, transfer  or  otherwise  permit any lien, charge,    
security   interest,   encumbrance   or   judgment   to   exist    on
any of its   assets   or  goods,  whether  real  or   personal  or  mixed,
whether  now  owned  or  hereafter  acquired;  (B)  incur  or  create  any
Indebtedness; (C) assume, guarantee,  endorse,  or  otherwise  become
liable  upon  the  obligations of any person, firm, entity  or corporation,    
(D) make any  advance  or  loan   to   or   any   investment in  any  firm,   
entity, person, corporation or joint venture; (E) without your prior written   
consent,  will  not contract  for, purchase, make expenditures for, lease   
pursuant  to  a  Lease  or otherwise  incur obligations with respect to 
Capital Expenditures; and  (viii) that this Guaranty has been duly 
authorized, executed and delivered by each Guarantor  and  constitutes the  
legal,  valid and binding obligation of each Guarantor enforceable in
accordance  with  its  terms  and  does not and  will not  violate  or
conflict  with the Certificate of Incorporation, By-Laws, any agreement by  
which the Guarantors are bound or any rule of law, regulation or judgment   
to which any  of  the Guarantors is  subject, nor  is   any   consent 
or approval, which has not been received, required  in connection   
with the execution, delivery,  performance, validity  or  enforceability
of this Guaranty.   Each of the Guarantors  represents  and warrants that  
it has derived or expects to  derive  a  financial or other benefit   
commensurate with  the liability incurred  by  each  of  the  Guarantors  
hereunder,  from  the obligations incurred and to be incurred by the 
Companies.

     All sums at any time  to  the  credit  of  the  Guarantors and  any
property of the Guarantors  on  which  you,  for  the benefit of the
Secured Parties, at any time have a lien  or  security interest,   or
of which you, as agent for  the  Secured  Parties,  at  any time have
possession,  shall secure payment  and performance of all Guaranteed   
Obligations  and   any  and   all   other   obligations   of   the
Guarantors  to  you,  as  agent  for  the  Secured  Parties, however
arising.  Each of the Guarantors  agrees  that   if   any   notification
of intended disposition of collateral or of  any  other  act  by  you
is required  by  law  and  if  a  specific  time  period  is not stated
therein, such notification, if mailed  by  first  class  mail  at least 
five   days   before   such  disposition  or  act,   postage   pre-paid,
addressed  to  the  Guarantors  at  the  address  set  forth  for  the
Companies  in the Agreement   or   at   any   other   address    of  the
Guarantors  appearing on your records, shall be   deemed   reasonably
and  properly  given.  The Guarantors   shall   have no right  of
subrogation,  indemnification or recourse  to any  Guaranteed Obligations  
or collateral or guarantees therefor, or to any assets of the Companies.

     Upon the occurrence of any of the following events:
<PAGE>

     (1)  any Event of Default under, or termination of, the Agreement;

     (2)  failure of any of the Guarantors to observe or perform any
          agreements, warranties or covenants contained herein; or
     (3)  (a) dissolution or cessation of any of the Guarantors' business;

          (b) calling of a meeting of the creditors of any of the Guarantors    
           for the purposes of compromising the debts of such Guarantor;

          (c) failure of any of the Guarantors to meet their debts as 
          they mature;

          (d)  commencement by any of the Guarantors of any bankruptcy,
          insolvency, arrangement, reorganization, receivership or similar 
          proceeds under federal or state law (herein collectively 
          "Insolvency Proceeding");

          (e) commencement of any Insolvency Proceeding against any of  
          the Guarantors,

then, in the case of event (1) above, the liability of all of  the
Guarantors  for the entire Guaranteed  Obligations  shall  mature,
and in the case  of  events  (2) and  (3)(a)  through (e) above the
liability of the Guarantors with respect to which  such  event relates 
for  the   entire   Guaranteed   Obligations   shall   mature    even
if the liability of the Companies therefor does not.

     This  Guaranty  may  be  terminated  as  to  any  one  of  the 
Guarantors   only   as   of   any  Anniversary   Date   (as   defined   
in   the Agreement)   and  then  only  upon  actual  receipt  by  Agent   
of   at   least ninety    (90)   days   prior   written   notice   of   
termination sent  by registered  or  certified    mail   and   executed  by   
an  authorized officer of the terminating Guarantor;  provided  however, 
that  any of   the   Guarantors   so  terminating  this  Guaranty   shall   
remain   bound hereunder, and this Guaranty shall continue in full force 
and effect,  with respect to  any and all  Guaranteed  Obligations created    
or  arising  prior    to   the    effective    date    of    such
termination   and   with   respect   to  any  and   all   extensions,   
renewals or     modifications    of    said    pre-existing    Guaranteed    
Obligations.  Termination   as   to  any  one  of  the  Guarantors  shall   
not   affect the obligations   of   any   of  the  other  Guarantors,  nor   
relieve   the   one giving    such    notice    from   liability   for any    
post  termination collection   expenses   or   interest.    This   is   a   
continuing  agreement and  written  notice  as  above  provided  shall  be   
the   only   means   of termination,   notwithstanding   the  fact   that   
for   certain   periods   of time   there   may   be   no   Guaranteed   
Obligations   owing   to   you,   as agent for the Secured Parties, by the 
Companies.

     Your  books and  records   showing   the   account  between  the
Secured Parties and the  Companies  shall  be   admissible   in   evidence
in any action  or  proceeding  as  prima  facie  proof  of  the  items
therein  set  forth.  Monthly  statements rendered  to  the  Companies
shall  be  binding  upon the   Guarantors   (whether    or    not    the
Guarantors  received  copies thereof)  and  shall  constitute    an
account stated between you and the Companies   unless   you    shall
have  received a written statement   of   the   Companies's   exceptions
within thirty (30) days after the statement was mailed to the Companies.
<PAGE>

     Each of the Guarantors expressly  waives any   and   all   rights
of  subrogation, reimbursement, indemnity,  exoneration, contribution  or 
any   other   claim  which   it   may   now   or   hereafter have  against    
the   Companies   or   any   other   person    directly    or contingently    
liable  for  the  Guaranteed  Obligations   guaranteed hereunder,  or  
against   or   with  respect  to  the   Companies's   property (including,     
without  limitation,  property collateralizing  its Guaranteed  Obligations   
to you, as  agent   for   the   Secured   Parties) arising from the 
existence or performance of this Guaranty.

     This Guaranty  embodies  the  whole  agreement  of  the  parties
and may not be modified  except  in   writing, and  no   course   of
dealing  between you, the Secured  Parties  and  any  of  the Guarantors   
shall  be   effective  to  change   or   modify   this   Guaranty.   Your   
failure  to exercise  any   right   hereunder    shall    not    be
construed  as  a  waiver  of  the  right  to  exercise  the   same   or   
any other   right   at   any   other  time  and  from  time  to   time   
thereafter, and  such rights   shall   be   considered   as   cumulative   
rather  than  alternative.     No   knowledge   of   any   breach   or   
other  nonobservance by   any   of   the   Guarantors   of  the  terms   
and   provisions   of   this Guaranty   shall   constitute  a  waiver  
thereof,   nor   a   waiver   of   any obligations to be performed by 
the Guarantors hereunder.

     This Guaranty may be assigned  by  you, as  agent for  the Secured   
Parties,   and   shall   be   for   the   benefit   of   the   Secured
Parties  and for the benefit   of   any   of   their    assignees    or
transferees, and shall cover any   Guaranteed   Obligations   owed  to
you, as agent for  the  Secured  Parties,  at  the  time   of   assignment
or transfer as well   as  any  and  all  future  Guaranteed  Obligations,
loans, advances   or  extensions  of  credit  made  to the Companies   by,
or otherwise  owed  by  the  Companies to,  such  assignee  or transferee.

     This instrument is  executed  and given in  addition to, and not in  
substitution, reduction, replacement, or  satisfaction  of, any other  
endorsements or guarantees of the Guaranteed Obligations, now existing or 
hereafter  executed by any or all of the Guarantors or others in favor of 
you or any of the Secured Parties.

     Wherever possible, each provision of this Guaranty shall be interpreted
in such   manner   as  to   be   effective   and   valid   under applicable
law, but if any provision of this Guaranty shall be prohibited by or invalid
under applicable law, said provision shall be ineffective only to the 
extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Guaranty.

     When  used in this agreement,   all   pronouns   shall,  wherever 
applicable, be deemed to include  the  singular   and   plural   as   well
as the masculine, feminine, and   neuter   genders.    This   agreement
shall inure to the  benefit  of  you  and  each  of  the  Secured  Parties
and  any of your  respective  successors  and  assigns  and   any   parent,
subsidiary or affiliate  of  yours  or  any   of   the   Secured   Parties;
shall be binding  jointly  and  severally   upon  the  Guarantors  and
upon  the  respective  heirs, executors,  administrators,  successors and
assigns of each  of  the  Guarantors;  and  shall pertain to the Companies 
and its successors and assigns.
<PAGE>

     This Guaranty may be   executed  in  any  number   of   counterparts,
each of which when so  executed shall be  deemed an original and such
ounterparts shall together constitute but one and the same document.

     EACH  OF  THE  GUARANTORS  HEREBY  WAIVES,  TO THE  EXTENT PERMITTED   
BY LAW, TRIAL BY  JURY  AND  ALL  ACTIONS  AND  PROCEEDINGS BASED  HEREON    
OR  PERTAINING  HERETO.   THIS GUARANTY  SHALL  BE GOVERNED BY AND CONSTRUED  
IN  ACCORDANCE  WITH  LAWS  OF THE STATE  OF NEW  YORK.   EACH  OF THE  
GUARANTORS HEREBY  CONSENTS TO THE JURISDICTION  OF ANY STATE OR FEDERAL   
COURT LOCATED WITHIN THE STATE OF GEORGIA AND WAIVES ANY OBJECTION TO 
JURISDICTION AND VENUE OF ANY ACTION INSTITUTED HEREINUNDER AND SHALL NOT 
ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION  OR  VENUE OR BASED UPON
FORUM NONCONVENIENS.

     IN WITNESS WHEREOF the Guarantors have executed and delivered this 
Guaranty effective as of the date above set forth.


                              TRISM MAINTENANCE SERVICES, INC.


Address:__________________________     By:________________________________
__________________________________     Title:_____________________________
__________________________________
                         


                              EFB, INC.


Address:__________________________     By:_______________________________
__________________________________     Title:____________________________
__________________________________


                              TRANSPORTATION RECOVERY SYSTEMS, INC.

Address:__________________________     By:_______________________________
__________________________________     Title:____________________________
__________________________________
<PAGE>


                              TRISM EQUIPMENT, INC.

Address:__________________________     By:_______________________________
__________________________________     Title:____________________________
__________________________________



                              TRISM BENEFITS, INC.


Address:__________________________     By:_______________________________
__________________________________     Title:____________________________
__________________________________
<PAGE>

                                                        EXHIBIT J

               ASSIGNMENT AND TRANSFER AGREEMENT


     THIS ASSIGNMENT AND TRANSFER AGREEMENT, dated_____, 199_  by and 
between THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation, as 
assignor (the Assignor")and ___________________, a _______ corporation 
(the "Assignee").

                            RECITALS

     Reference is made to the Loan and Security Agreement dated as of 
July __, 1997 (as amended, modified, supplemented and in effect from time 
to time, the "Loan Agreement"), among Trism, Inc. and the borrowers party 
thereto and named therein (each may be referred to herein individually as a    
"Company" and collectively as the "Companies"), the financial institutions
party  thereto from time to time and named therein (the "Lenders"), and 
Assignor, as Agent and Lender, (sometimes referred to herein as the "Agent").
Capitalized terms  used herein and not otherwise defined shall have the  
meanings assigned to such  terms in the Loan Agreement.   This Assignment 
and Transfer Agreement, between the Assignor and the Assignee is dated
as of the Effective Date (as set forth on Schedule 1  hereto and made a  
part hereof).   The  Assignor  and  Assignee hereby agree as follows:

     1.      The Assignor hereby irrevocably sells and assigns  to the
Assignee without  recourse   to  the   Assignor,   and   the   Assignee
hereby irrevocably purchases  and    assumes    from    the    Assignor
without recourse to the Assignor, as of the  Effective   Date,   an
undivided interest (the "Assigned Interest") in and to all the
Assignor's rights and obligations  under the Loan  Agreement respecting  
those,   and   only   those,   financing   facilities    contained in  the   
Loan Agreement as  are  set  forth  on  Schedule  1 (collectively, the  
"Assigned  Facilities"  and individually,  an "Assigned Facility"), in a 
principal amount for  each  Assigned Facility as set forth on Schedule 1.

     2.    The  Assignor (i)  makes  no   representation   or   warranty
and  assumes no responsibility  with  respect  to  any  statements, 
warranties or representations made in or in connection   with   the
Loan  Agreement or any  other instrument,  document  or  agreement
executed in conjunction therewith (collectively  the  "Ancillary 
Documents") or the  execution, legality, validity,  enforceability,
genuineness, sufficiency or value of  the  Loan  Agreement,  any
Collateral  thereunder  or   any   of  the   Ancillary   Documents   
furnished pursuant   thereto,   other   than  that  it  is  the   legal   
and   beneficial owner   of   the   interest   being  assigned   by   it   
hereunder   and   that such   interest   is   free   and  clear  of  any   
adverse   claim   and   (ii) makes   no   representation   or   warranty  
and   assumes   no   responsibility with   respect   to   the   financial  
condition   of   the   Company   or   any guarantor   or   the   performance  
or  observance  by  the   Company   or   any guarantor   of   any   of  its  
respective   obligations  under  the  Loan Agreement    or   any   of   the  
Ancillary   Documents   furnished    pursuant thereto.
<PAGE>

     3.      The   Assignee   (i)   represents   and   warrants  that  it  
is legally    authorized   to   enter   into   this   Assignment  and  
Transfer Agreement;   (ii)   confirms  that  it  has  received  a  copy   
of   the   Loan Agreement,   together   with   the  copies  of   the   
most  recent  financial statements  of  the  Company,  and  such  other  
documents and information  as   it   has  deemed  appropriate  to   make   
its   own   credit analysis;    (iii)   agrees   that   it   will,   
independently  and  without reliance   upon   the   Agent,   the  Assignor  
or  any  other  Lender  and based  on  such  documents   and   information  
as it shall  deem appropriate    at    the    time,   continue   to   make 
its own  credit decisions    in    taking    or   not   taking    action   
under the  Loan Agreement;   (iv)   appoints   and   authorizes   the   
Agent   to   take   such action   as   agent   on  its  behalf  and  to 
exercise such powers under the Loan   Agreement as   are  delegated  to  
the Agent by the terms thereof,    together   with   such   powers   as   
are   reasonably   incidental thereto;   (v)   agrees   that  it  will  be  
bound   by   the   provisions   of the   Loan   Agreement   and  will  
perform  in  accordance   with   its   terms all   the   obligations  
which  by  the  terms  of  the   Loan   Agreement   are required   to   be   
performed   by   it   as   Lender;   and   (vi)   if    the Assignee is  
organized   under   the   laws   of   a   jurisdiction   outside  the United   
States,  attaches  the  forms   prescribed   by   the   Internal Revenue  
Service    of   the   United   States   certifying    as    to    the 
Assignee's    exemption    from   United   States   withholding    taxes    
with respect   to  all  payments  to  be  made  to  the  Assignee  under   
the   Loan Agreement   or   such   other   documents   as   are   necessary   
to   indicate that   all   such  payments  are  subject  to  such  tax  at  
a   rate   reduced by an applicable tax treaty.

     4.     Following the execution of  this Assignment and Transfer
Agreement, such agreement will  be delivered to the  Agent  for acceptance 
by it and the  Companies,  effective  as  of   the   Effective Date.

     5.      Upon  such  acceptance, from and after the  Effective Date, the   
Agent   shall   make   all   payments   in   respect    of    the assigned     
interest  (including  payments  of  principal,    interest, fees    
and other  amounts)  to  the  Assignee,   whether   such   amounts have   
accrued  prior  to  the  Effective  Date  or  accrue  subsequent  to
the  Effective  Date.    The  Assignor and  Assignee  shall  make  all
appropriate  adjustments in  payments  for  periods  prior  to  the
Effective Date  made  by  the  Agent  or  with  respect  to  the making of
this assignment directly between themselves.

     6.      From and after the Effective Date, (i) the Assignee
shall  be  a  party to  the Loan  Agreement  and,  to  the  extent
provided in  this  Assignment  and  Transfer  Agreement,  have  the
rights  and  obligations of  a Lender thereunder,   and    (ii)    the
Assignor shall, to  the extent provided in  this Assignment  and Transfer 
Agreement,  relinquish   its   rights   and   be   released  from its 
obligations under the Loan Agreement.

     7.       THIS  ASSIGNMENT  AND TRANSFER AGREEMENT SHALL BE GOVERNED BY,   
AND  CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF________________.

     IN WITNESS  WHEREOF,  the parties hereto  have  caused  this
Assignment   and   Transfer   to   be  executed by their respective   duly
authorized officers on Schedule 1 hereto.
<PAGE>

        Schedule 1 to Assignment and Transfer Agreement

Name of Assignor:___________________________

Name of Assignee:___________________________

Effective Date of Assignment:____________________ , 199_

                                                     
    Assigned Facilities         Principal Amount        Percentage
                               (or, with respect     Assigned of Each
                                 to Letters of        Facility (shown
                                  Credit, face        as a percentage
                                amount) Assigned       of aggregate
                                                         original
                                                     principal amount
                                                     [or, with respect
                                                       to Letters of
                                                       Credit, face
                                                      amount] of all
                                                          Lenders
                                                     
Revolving Loans                $_______________      _______________%
                                                     
Letter of Credit               $_______________      _______________%
Participation Interest
                                                     
                                                     
                                                     
               Total           $_______________      



Accepted:

THE CIT GROUP/BUSINESS
CREDIT, INC., As Agent             [____________________________]
                                 as Assignor


By:______________________          By:__________________________
    Title:_______________              Title:______________________
<PAGE>

                                                        EXHIBIT K

       [ONE TO BE EXECUTED BY EACH BORROWER AND GUARANTOR]

                      OFFICER'S CERTIFICATE


     I, the undersigned, [President] of ________________________,
a  corporation organized and existing under the laws of the State
of  __________ (the "Company"), pursuant to the  Loan  Agreement,
dated  as  of  July ____, 1997, among the Company and  the  other
Borrowers  listed  therein,  the  financial  institutions   party
thereto   from  time  to  time  (the  "Lenders")  and   THE   CIT
GROUP/BUSINESS  CREDIT,  INC., as Agent  and  Lender  (the  "Loan
Agreement"; capitalized terms not defined herein shall  have  the
meanings  set forth in the Loan Agreement), DO HEREBY CERTIFY  on
behalf of the Company that:

     1.    The  Company is a corporation duly organized,  validly
existing  and  in good standing under the laws of  the  State  of
____________,  with  full  power and  authority  to  execute  and
deliver  and to carry out and perform its obligations  under  the
Loan Agreement;

     2.    All  of the terms and conditions in Article 5  of  the
Loan   Agreement   and  all  other  agreements,   covenants   and
obligations  required by the Loan Agreement to  be  performed  or
complied  with by the Company on or before the Closing Date  have
been duly performed, complied with or satisfied.

     3.    On the date hereof, the representations and warranties
contained  in the Loan Agreement and in the other Loan  Documents
are true and correct in all respects material to the validity and
enforceability of such agreements, both before and  after  giving
effect  to  the initial Advance, the application of the  proceeds
thereof and the incurrence of Letter of Credit Obligations.

     4.    The  Loan Agreement has been duly authorized, executed
and delivered by and on behalf of the Company;

     5.    No  event  has  occurred and is continuing,  or  would
result  from the making of an Advance or the incurrence of Letter
of  Credit Obligations if made or incurred on the date hereof, or
the  application  of the proceeds thereof, which  constitutes  or
would constitute with notice or the passage of time a Default  or
Event of Default.

     6.    There  is no action or proceeding pending or,  to  the
knowledge  of  the  undersigned, threatened, looking  toward  the
dissolution or liquidation of the Company;

     7.   Except as otherwise disclosed in Schedule 6.1(j) of the
Loan Agreement, there is no action, suit, proceeding, inquiry  or
investigation of any kind, now pending or to the knowledge of the
undersigned  threatened against the Company before any  court  or
other public body;
<PAGE>

     8.   No approval, consent or withholding of objection on the
part of any regulatory body, federal, state or local, is required
in  connection with the execution or delivery of or compliance by
the Company with the terms and conditions of the Loan Agreement.

     9.    There  are  no  agreements among shareholders  of  the
Company  which  restrict  in any way  whatsoever  the  power  and
authority  of the Company to (a) execute and deliver and  perform
all  of  its  obligations  under the Loan  Agreement,  (b)  incur
liabilities,  borrow  money or issue its notes,  bonds  or  other
obligations  or  (c)  to secure any of the Company's  obligations
with mortgages, deeds to secure debt, pledges, security interests
or  other  encumbrances upon all or any portion of the  Company's
assets under the Loan Agreement;

     10.   There have been no material fines, penalties or  other
Charges  incurred, or assessed upon or that are  pending  against
the Company or any of its assets or properties or any failure  of
the  Company  to  obtain  any  licenses,  permits,  consents   or
approvals  from  or by, to make any filing with or  to  give  any
notice to any Governmental Authority having jurisdiction over the
ownership, operation or conduct of the Company or its business.

     11.  After giving effect to the Indebtedness represented  by
the  Loans to be incurred on the date hereof and the granting  to
the  Agent of the Liens on the Collateral on the date hereof, the
Company and each of its Subsidiaries is solvent, having assets of
a fair salable value which exceeds the amount required to pay its
debts  as they become absolute and matured (including contingent,
subordinated,   unmatured  and  unliquidated  liabilities),   the
Company  and  each of its Subsidiaries is able to and anticipates
that  it  will be able to meet its debts as they mature  and  has
adequate  capital  to conduct the business  in  which  it  is  or
proposes to be engaged.

     IN  WITNESS  WHEREOF, the Company has caused the Certificate
to  be executed on its behalf by the undersigned on this ___  day
of July, 1997.


                         [COMPANY NAME]

                         By:__________________________
Name:
                              Title:

<PAGE>

                                                        EXHIBIT L


      [ONE TO BE EXECUTED BY EACH BORROWER AND GUARANTOR]

                    SECRETARY'S CERTIFICATE


     I, the undersigned, [Assistant] Secretary of [COMPANY NAME],
a  corporation organized and existing under the laws of the State
of   __________________ (the "Company"),  pursuant  to  the  Loan
Agreement, dated as of July ____, 1997, among the Company and the
other  Borrowers listed therein, the financial institutions party
thereto   from  time  to  time  (the  "Lenders")  and   THE   CIT
GROUP/BUSINESS  CREDIT,  INC., as Agent  and  Lender  (the  "Loan
Agreement"; capitalized terms not defined herein shall  have  the
meanings  set forth in the Loan Agreement) DO HEREBY  CERTIFY  on
behalf of the Company that:

     1.    Attached  hereto as Exhibit A is a true,  correct  and
complete certified copy of the Articles of Incorporation  of  the
Company as filed in the Office of the Secretary of State  of  the
State   of  ___________________,  together  with  all  amendments
thereto adopted through the date hereof, and no amendment to  the
Certificate  of  Incorporation  has  been  authorized  or  become
effective  since  the  date of the last of  such  amendments,  no
amendment  or  other  document  relating  to  or  affecting   the
Certificate of Incorporation has been filed in the office of  the
Secretary of State of the State of ______________ since such date
and  no  action  has been taken by the Company, its shareholders,
directors or officers in contemplation of the filing of any  such
amendment   or  other  document  or  in  contemplation   of   the
liquidation or dissolution of the Company.

     2.    Attached  hereto as Exhibit B is a true, complete  and
correct  copy  of  the  By-Laws of the Company  which  were  duly
adopted  and are in full force and effect on the date hereof  and
at all times since ________________________.

     3.   Attached hereto as Exhibit C is a true and correct copy
of  resolutions which were duly adopted on July ____,  1997  with
respect  to  the Loan Agreement and the other Loan  Documents  to
which  it  is a party and the transactions contemplated  thereby,
which  resolutions were adopted by the unanimous written  consent
of  the  Board of Directors of the Company, and said  resolutions
are in full force and effect and have not been rescinded, amended
or  modified.  Except as attached hereto as Exhibit C,  no  other
resolutions  have been adopted by the Board of Directors  of  the
Company which deal with the execution, delivery or performance of
any of the Loan Documents or any other related documents to which
the  Company  is  party  or  with the  transactions  contemplated
thereby.

     4.    Each  of  the following named individuals  is  a  duly
elected  or  appointed,  qualified  and  acting  officer  of  the
Company,  who holds the office of the Company set forth  opposite
his  or  her  name and has held such office as  of  the  date  of
signing of any Loan Document.  The signature written opposite the
name  and  title  of  each such officer is  his  or  her  correct
signature.
<PAGE>

Name                             Office                   Signature

________________________     ___________________ ________________________

_______________________      ___________________ ________________________

______________________       ___________________ ________________________


     IN  WITNESS WHEREOF, the Company has caused this Certificate
to be executed on its behalf by the Undersigned on this _____ day
of July, 1997.

                         [COMPANY NAME]


                         _____________________________
                         Name:
                         Title:   [Assistant] Secretary


     I,  ________________________, [President]  of  _____________
hereby  certify that ______________________ is the  duly  elected
and  qualified [Assistant] Secretary of ________________ and that
the signature appearing above is his/her genuine signature.

     IN  WITNESS  WHEREOF, I have hereunto signed by name  as  of
this ____ day of July, 1997.
                         [COMPANY NAME]


                         By:________________________________
                         Name:_____________________________
                         Title:______________________________
<PAGE>

                                                        EXHIBIT M

             RELEASE AND REASSIGNMENT OF TRADEMARKS

     THIS  RELEASE AND REASSIGNMENT OF TRADEMARKS (this  "Release
and  Reassignment")  is made as of July ______,  1997  by  HELLER
FINANCIAL , INC. ("Heller"), a Delaware corporation, in favor  of
TRI-STATE MOTOR TRANSIT CO. ("TSMT").

                     PRELIMINARY STATEMENT

     A.    TSMT  granted to Heller a security interest in certain
of  its  trademarks  and related property, as  more  particularly
described  on  Exhibit A attached hereto (the  "Trademarks"),  in
order  to secure certain financing arrangements provided to  TSMT
by  Heller (the "Financing Arrangement").  Such security interest
in  the  Trademarks  was recorded on January 19,  1993  with  the
United States Patent and Trademark Office, at the applicable Reel
and Frame Numbers set forth on Exhibit A.

     B.    All of the loans made by Heller to TSMT have been paid
in  full,  and  the Financing Arrangements have been  terminated.
Heller  therefore wishes to release the security interest granted
in  the  Trademarks, to reassign the Trademarks to  TSMT  and  to
provide TSMT with evidence of such release and reassignment in  a
form  capable  of recordation with the Untied States  Patent  and
Trademark Office.

     In  consideration of the premises set forth herein  and  for
other  good and valuable consideration, Heller hereby  agrees  as
follows:

     1.   Heller hereby releases its security interest in, to and
under  the  Trademarks  and reassigns all its  right,  title  and
interest in, to and under the Trademarks to TSMT.

     2.    This Release and Reassignment shall be governed by and
construed  and enforced in accordance with the laws of the  State
of Georgia.

     IN  WITNESS WHEREOF, this Release and Reassignment has  been
executed  and  delivered  as of the day and  year  first  written
above.

                         HELLER FINANCIAL, INC.


                         By:__________________________________
                         Title:________________________________
<PAGE>

STATE OF ____________    )
               ) SS
COUNTY OF __________     )

     The  foregoing  Release and Reassignment of  Trademarks  was
executed  and  acknowledge before me as  of  this  _____  day  of
______,  1997, by _________________________, personally known  to
me  to  be  a ___________ of Heller Financial, Inc. on behalf  of
such corporation.

(SEAL)
                         _____________________________________
                         Notary Public
                         ____________ County, ____________
                         My commission expires: ____________
<PAGE>

                           EXHIBIT A



Registration No.         Trademark           Reel/Frame Number

1,285,587                TSMT                   0928/0268

1,287,292                TSMT (Stylized)        0928/0268