$42,500,000

                        POST-CONFIRMATION
                   LOAN AND SECURITY AGREEMENT

                     As of February 9, 2000

                             Between

                           TRISM, INC.
               TRISM SECURED TRANSPORTATION, INC.
                   TRI-STATE MOTOR TRANSIT CO.
 DIABLO SYSTEMS INCORPORATED, d/b/a DIABLO TRANSPORTATION, INC.
        TRISM EASTERN, INC., d/b/a C. I. WHITTEN TRANSFER
                     TRISM HEAVY HAUL, INC.
                TRISM SPECIALIZED CARRIERS, INC.
                  TRISM SPECIAL SERVICES, INC.
                      TRISM LOGISTICS, INC.
                               AND
                      TRISM EQUIPMENT, INC.

                  (collectively, the Borrowers)

                               and

               AERO BODY AND TRUCK EQUIPMENT, INC.
              E.L. POWELL & SONS TRUCKING CO., INC.
                      TRISM TRANSPORT, INC.
                               AND
                 TRISM TRANSPORT SERVICES, INC.

                 (collectively, the Guarantors)

                               and

                THE FINANCIAL INSTITUTIONS PARTY
                    HERETO FROM TIME TO TIME

                   (collectively, the Lenders)

                               and

               THE CIT GROUP/BUSINESS CREDIT, INC.

                           (the Agent)


                       TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS                                           1
          SECTION 1.1    Definitions                            1
          SECTION 1.2    Other Referential Provisions.         28
          SECTION 1.3    Exhibits and Schedules                29

ARTICLE 2 REVOLVING CREDIT LOANS                               29
          SECTION 2.1    Revolving Credit Loans                29
          SECTION 2.2    Manner of Borrowing Revolving
                            Credit Loans                       30
          SECTION 2.3    Repayment of Revolving Credit Loans.  31
          SECTION 2.4    Revolving Credit Note                 32

ARTICLE 3 LETTER OF CREDIT FACILITY                            32
          SECTION 3.1    Issuance                              32
          SECTION 3.2    Advances Automatic; Participations.   33
          SECTION 3.3    Cash Collateral.                      33
          SECTION 3.4    Fees and Expenses.                    34
          SECTION 3.5    Request for Incurrence of Letter of
                            Credit Obligations.                35
          SECTION 3.6    Obligation Absolute.                  35
          SECTION 3.7    Indemnification; Nature of Lenders'
                            Duties.                            36

ARTICLE 4 GENERAL LOAN PROVISIONS                              37
          SECTION 4.1    Interest, Etc.                        37
          SECTION 4.2    Fees.                                 39
          SECTION 4.3    Manner of Payment.                    40
          SECTION 4.4    Loan Accounts: Statements of Account. 40
          SECTION 4.5    Termination of Agreement.             41
          SECTION 4.8    Increased Costs and Reduced Returns.  46

ARTICLE 5 CONDITIONS PRECEDENT                                 48
          SECTION 5.1    Conditions Precedent to Revolving
                           Credit Loans.                       48
          SECTION 5.2    All Loans; Letters of Credit.         52
          SECTION 5.3    Financial Statements.                 53

ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF
             BORROWERS AND GUARANTORS                          53
          SECTION 6.1    Representations and Warranties.       53
          SECTION 6.2    Survival of Representation and
                           Warranties, Etc                     64

ARTICLE 7 SECURITY INTEREST                                    64
          SECTION 7.1    Security Interest.                    64
          SECTION 7.2    Continued Priority of Security
                           Interest.                           65

ARTICLE 8 COLLATERAL COVENANTS                                 66
          SECTION 8.1    Collection of Receivables.            66
          SECTION 8.2    Verification and Notification.        68
          SECTION 8.3    Disputes, Returns and Adjustments.    68
          SECTION 8.4    Invoices.                             69
          SECTION 8.5    Delivery of Instruments               69
          SECTION 8.6    Ownership and Defense of Title.       69
          SECTION 8.7    Insurance.                            69
          SECTION 8.8    Location of Offices and Collateral.   71
          SECTION 8.9    Records Relating to Collateral.       72
          SECTION 8.10   Inspection.                           72
          SECTION 8.11   Information and Reports.              72
          SECTION 8.12   Assignment of Claims Act.             73
          SECTION 8.13   Covenants Regarding Intellectual
                            Property Collateral.               74
          SECTION 8.14   Covenants Regarding Trailers.         74
          SECTION 8.15   Appraisals of Trailers.               75
          SECTION 8.16   Appraisals of Mortgaged Real Estate.  75

ARTICLE 9   AFFIRMATIVE COVENANTS                              75
          SECTION 9.1    Preservation of Corporate Existence
                            and Similar Matters.               75
          SECTION 9.2    Compliance with Applicable Law and
                            Material Contracts.                76
          SECTION 9.3    Maintenance of Property.              76
          SECTION 9.4    Conduct of Business.                  76
          SECTION 9.5    Insurance.                            76
          SECTION 9.6    Payment of Taxes and Claims.          76
          SECTION 9.7    Accounting Methods and Financial
                           Records.                            77
          SECTION 9.8    Use of Proceeds.                      77
          SECTION 9.9    Hazardous Waste and Substances;
                            Environmental Requirements.        77
          SECTION 9.10   Landlords' Agreements, Mortgagee
                             Agreements and Bailee Letters     78
          SECTION 9.11   Further Assurances.                   78

ARTICLE 10   INFORMATION                                       79
          SECTION 10.1   Financial Statements                  79
          SECTION 10.2   Accountants' Management Letter.       80
          SECTION 10.3   Officer's Certificate.                80
          SECTION 10.4   Copies of Other Reports.              81
          SECTION 10.5   Notice of Litigation and Other
                            Matters.                           81
          SECTION 10.6   ERISA                                 82
          SECTION 10.7   Accuracy of Information               82
          SECTION 10.8   Revisions or Updates to Schedules     82

ARTICLE 11  NEGATIVE COVENANTS                                 83
          SECTION 11.1   Financial Ratios.                     83
          SECTION 11.2   Indebtedness for Money Borrowed.      83
          SECTION 11.3   Guaranties.                           83
          SECTION 11.4   Investments.                          83
          SECTION 11.5   Unfunded Capital Expenditures.        84
          SECTION 11.6   Restricted Dividend Payments and
                            Purchases, Etc.                    84
          SECTION 11.7   Merger, Consolidation and Sale of
                            Assets.                            84
          SECTION 11.8   Transactions with Affiliates.         84
          SECTION 11.9   Liens.                                84
          SECTION 11.10  Operating Leases.                     84
          SECTION 11.11  Plans.                                84
          SECTION 11.12  Sales and Leasebacks.                 85
          SECTION 11.13  Capital Structure and Business        85
          SECTION 11.14  Change of Control; Change In
                           Management.                         85
          SECTION 11.15  No Impairment of Intercompany
                           Transfers                           85
          SECTION 11.16  No Speculative Transactions.          85
          SECTION 11.17  Pledge of Real Estate.                86

ARTICLE 12  DEFAULT                                            86
          SECTION 12.1   Events of Default                     86
          SECTION 12.2   Remedies                              89
          SECTION 12.3   Application of Proceeds               91
          SECTION 12.4   Miscellaneous Provision Concerning
                           Remedies                            92
          SECTION 12.5   Trademark License                     93

ARTICLE 13   ASSIGNMENTS                                       93
          SECTION 13.1   Successors and Assigns;
                            Participations                     93
          SECTION 13.2   Representation of Lenders             96

ARTICLE 14   AGENT                                             97
          SECTION 14.1   Appointment of Agent                  97
          SECTION 14.2   Delegation of Duties                  97
          SECTION 14.3   Exculpatory Provisions                97
          SECTION 14.4   Reliance by Agent                     98
          SECTION 14.5   Notice of Default                     98
          SECTION 14.6   Non-Reliance on Agent and Other
                           Lenders                             98
          SECTION 14.7   Indemnification                       99
          SECTION 14.8   Agent in Its Individual Capacity      99
          SECTION 14.9   Successor Agent                       99
          SECTION 14.10  Notices from Agent to Lenders        100
          SECTION 14.11  Direction from Lenders               100

ARTICLE 15   MISCELLANEOUS     100
          SECTION 15.1   Notices                              100
          SECTION 15.2   Expenses                             102
          SECTION 15.3   Stamp and Other Taxes                103
          SECTION 15.4   Setoff                               103
          SECTION 15.5   Litigation                           104
          SECTION 15.6   Reversal of Payments                 105
          SECTION 15.7   Injunctive Relief                    105
          SECTION 15.8   Accounting Matters                   105
          SECTION 15.9   Amendments                           105
          SECTION 15.10  Assignment                           107
          SECTION 15.11  Performance of Borrowers' Duties     107
          SECTION 15.12  Indemnification                      107
          SECTION 15.13  All Powers Coupled with Interest     107
          SECTION 15.14  Survival                             107
          SECTION 15.15  Severability of Provisions           108
          SECTION 15.16  Governing Law                        108
          SECTION 15.17  Counterparts                         108
          SECTION 15.18  Reproduction of Documents            108
          SECTION 15.19  Term of Agreement                    109


                            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 [INTENTIONALLY OMITTED]
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


                           SCHEDULES

SCHEDULE 1.1             Permitted Insurance Premium Finance Agreements
SCHEDULE 2.2:            Authorized Officers
SCHEDULE 6.1(a):         Jurisdictions in Which Qualified as a Foreign
                            Corporation and Borrowers' and Guarantors' FEIN
SCHEDULE 6.1(b):         List of Subsidiaries and Stock Ownership
SCHEDULE 6.1(e):         Business Description
SCHEDULE 6.1(f):         Government Approvals; Compliance with Law
SCHEDULE 6.1(g):         Liens and Rights on Real Property; Trailers
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:            Guarantors to be Dissolved
SCHEDULE 11.12:          Sale-Leaseback
SCHEDULE 11.13:          Capital Structure of Borrowers



                       POST-CONFIRMATION
                  LOAN AND SECURITY AGREEMENT

                     As of February 9, 2000

          TRISM, INC., a Delaware corporation ("Trism"), TRISM SECURED
TRANSPORTATION,  INC., a Delaware corporation ("Trism Secured"),  TRI-
STATE  MOTOR  TRANSIT  CO.,  a Delaware corporation  ("TSMT"),  DIABLO
SYSTEMS  INCORPORATED D/B/A/ DIABLO TRANSPORTATION, INC., a California
corporation  ("Diablo"),  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"),  TRISM
LOGISTICS,  INC.,  a New Jersey corporation ("Logistics"),  and  TRISM
EQUIPMENT, INC., a Delaware corporation ("TEI") (each of Trism,  Trism
Secured,  TSMT,  Diablo, CI Whitten, Heavy Haul, Specialized,  Special
Services,  Logistics and TEI 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, AERO BODY AND TRUCK EQUIPMENT, INC.,  a
Delaware  corporation ("Aero Body"), E.L. POWELL & SONS TRUCKING  CO.,
INC., an Oklahoma corporation ("EL Powell"), TRISM TRANSPORT, INC.,  a
Delaware  corporation  ("Transport"), and  TRISM  TRANSPORT  SERVICES,
INC., a Utah corporation ("Transport Services") (each of Aero Body, EL
Powell,  Transport  and  Transport  Services  is  herein  referred  to
individually as a "Guarantor" and are collectively referred to  herein
as  the  "Guarantors"),  the  financial  institutions  party  to  this
Agreement  from  time  to  time  (each  individually  a  "Lender"  and
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  $42,500,000.  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 and mutual advantage.

                           ARTICLE 1

                          DEFINITIONS

       SECTION 1.1    Definitions.  For the purposes of this Agreement:

          "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.

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

          "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 ten percent  (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  ten  percent
(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) ten percent (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.

          "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.

          "Appraised  Orderly  Liquidation Value"  means  the  orderly
liquidation value of the Trailers or the Mortgaged Real Estate, as the
case may be, determined from time to time by an appraiser satisfactory
to  the  Agent, in its sole discretion, in accordance with  the  terms
hereof.

          "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 $5,000,000 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 a Borrower or any Related Company is, or with respect
to   defined  benefit  plans  (as  defined  under  ERISA)  within  the
immediately preceding six (6) 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 a Borrower and invoices have been rendered  to
the respective customers.

          "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
sum of Borrowing Base A and Borrowing Base B.

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

          (a)  $30,000,000 less 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, plus

               (iii) the amount of any overadvance on  Borrowing
          Base B, or

          (b)  an amount equal to

               (i)   the sum of (A) eighty-five percent (85%)  of  the
face  value of Billed Eligible Receivables due and owing at such time,
plus (B)  the lesser of (x) $5,000,000 or (y) the lesser of (I) eighty
percent  (80%) of the face value of Unbilled Eligible Receivables  due
and  owing at such time or (II) twenty-five percent (25%) of the  face
value of Billed Eligible Receivables due and owing at such time, less

               (ii)  the sum of (x) the Letter of Credit Reserve, plus
(y)  such other reserves as the Agent may establish from time to  time
in the exercise of its reasonable credit judgment, plus (z) the amount
of any overadvance on Borrowing Base B.

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

          (a)   $12,500,000  less  an amount  equal  to  (i)  $150,000
multiplied by (ii) the number of whole months which have elapsed since
the Effective Date; or

          (b)   an amount equal to the sum of (i) eighty percent (80%)
of  the Appraised Orderly Liquidation Value of the Trailers, plus (ii)
seventy  percent (70%) of the Appraised Orderly Liquidation  Value  of
the Mortgaged Real Estate.

          "Borrowing  Base  Availability" means at any  time  (a)  the
Borrowing Base at such time less (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.

          "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  the
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  (1)  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 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.

          "Change in Management" means if (a) (i) Mr. Edward McCormick
no  longer holds the position of Chairman and Chief Executive  Officer
of  each  Borrower and Guarantor, or (ii) Mr. James Overley no  longer
holds  the position of Senior Vice President, Chief Financial  Officer
and  Treasurer  of  each Borrower and Guarantor, or (b)  any  material
diminution  occurs  in the powers, duties or responsibilities  of  the
respective  positions  of Messrs. McCormick or Overley  identified  in
clause (a) above.

          "Change  of  Control"  means: (a) any  person  or  group  of
persons  (within  the meaning of Section 13 or 14  of  the  Securities
Exchange  Act  of  1934,  as amended) shall have  acquired  beneficial
ownership  (within  the  meaning  of Rule  13d-3  promulgated  by  the
Securities  and Exchange Commission under said Act) of thirty-two  and
one-half  percent  (32.5%) or more of the voting  power  of  the  then
outstanding common stock of Trism;(b) during any period of twelve (12)
consecutive calendar months, individuals who were directors  of  Trism
on  the  first  (1st) day of such period shall cease to  constitute  a
majority  of the board of directors of Trism; provided that a director
who has resigned or is replaced during such time shall not be included
in  any  determination  of whether a change of  control  has  occurred
pursuant to this clause (b) to the extent such director is replaced by
a successor director elected by a majority of those directors who were
directors at the commencement of such period; or (c) the sale,  lease,
transfer or other disposition by any Borrower or any Guarantor, in one
or  a  series of related transactions, of all or a substantial portion
of its assets to any Person.

          "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 (a) the Collateral, (b) the Secured Obligations, (c) the employees,
payroll,  income or gross receipts of Borrowers, (d) the ownership  or
use  of  any  assets  by  any Borrower, or (e)  any  other  aspect  of
Borrowers' business.

          "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 Contracts,

          (c)  all Contract Rights,

          (d)  all General Intangibles,

          (e)  the Mortgaged Real Estate,

          (f)  the Stock,

          (g)  the Trailers,

          (h)    all  goods  and  other  property  (other  than  truck
tractors,  computer  and communications equipment including  satellite
tracking  equipment,  and Real Estate other than  the  Mortgaged  Real
Estate), 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,

          (i)   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,

          (j)   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,

          (k)   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,

          (l)   all cash or Cash Equivalents 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

          (m)   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, Cash Equivalents, negotiable
     instruments  and  other  instruments for the  payment  of  money,
     chattel paper, security agreements and other documents.

          "Collateral  Valuation" means an aggregate amount  equal  to
(a)  the  amount  set  forth in subsection (a) of  the  definition  of
Borrowing Base B less (b) an amount equal to (i) eighty percent  (80%)
of  the Appraised Orderly Liquidation Value of the Trailers, based  on
the most recent appraisal thereof, plus (ii) seventy percent (70%)  of
the  Appraised Orderly Liquidation Value of the Mortgaged Real Estate,
based on the most recent appraisal thereof.

          "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.

          "Commitment  Letter" shall mean the commitment letter  dated
December  10,  1999,  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.

          "Confirmation  Order"  means that certain  Order  Confirming
Debtors' Second Amended Joint Plan of Reorganization Under Chapter  11
of the Bankruptcy Code,  entered by the Court on December 9, 1999.

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

          "Consolidating  Balance  Sheet" shall  mean  a  Consolidated
Balance  Sheet  plus individual balance sheets for each  Borrower  and
Guarantor and the consolidated subsidiaries of each such Borrower  and
Guarantor,  showing all eliminations of inter-Borrower  and  Borrower-
Guarantor  transactions  and  prepared in  accordance  with  GAAP  and
including  a  balance  sheet  for each  such  Borrower  and  Guarantor
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 or any Guarantor, 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  or  any
Guarantor  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 two percent (2.0%) per annum.

          "DIP Facility" means the credit facility represented by that
certain  Senior  Secured Superpriority Debtor-In-Possession  Loan  and
Security  Agreement,  dated as of September 20, 1999,  by  and  among,
inter  alia,  the  Borrowers, the Agent (as  a  lender  and  as  agent
thereunder),  and  other  lenders party thereto  from  time  to  time,
together with the other Loan Documents (as defined therein),  in  each
case as amended.

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

          "Disclosure  Statement"  means that certain  Second  Amended
Disclosure  Statement Pursuant to Section 1125 of the Bankruptcy  Code
for  the  Second Amended and Restated Joint Plan of Reorganization  of
the Debtors, dated as of October 25, 1999.

          "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 prior  to  the
Initial  Anniversary  Date on which (a) the Borrowers  terminate  this
Agreement  or the Revolving Credit Facility, or (b) this Agreement  or
the Revolving Credit Facility terminates due to a Default or Event  of
Default hereunder.

          "Early  Termination  Fee" shall mean a fee  payable  to  the
Agent,  on  behalf of the Lenders (in addition to the then outstanding
principal, accrued interest and other charges owing under the terms of
this Agreement or any other Loan Documents), as liquidated damages for
the  loss  of the benefit of the bargain and not as a penalty,  in  an
amount  equal to (a) $637,500, if an Early Termination Date occurs  on
or before February 8, 2001, (b) $425,000, if an Early Termination Date
occurs  on  or before February 8, 2002, or (c) $212,500, if  an  Early
Termination Date occurs on or before February 7, 2003.

          "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 (a) a commercial  bank  organized
under  the  laws  of the United States, or any State thereof,  or  any
commercial  finance  or  asset based lending  affiliate  of  any  such
commercial  bank  or  any commercial finance or  asset  based  lending
entity,  in  any case having total assets in excess of $1,000,000,000;
(b) 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 calculated in accordance with GAAP; and (c) 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.

          "Eligible  Receivable"  means  the  unpaid  portion   of   a
Receivable  payable  in  Dollars to a Borrower  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  a
Borrower  and  represents  a  complete  bona  fide  transaction  which
requires  no further act under any circumstances on the part  of  such
Borrower to make such Receivable payable by the Account Debtor,  other
than  invoicing  by such Borrower in the case of an Unbilled  Eligible
Receivable;  (b) such Receivable is not unpaid more than  ninety  (90)
days  after  the date of the original invoice or past  due  more  than
seventy-five  (75) days after its due date; (c) such  Receivable  does
not arise out of any transaction with any Subsidiary or Affiliate of a
Borrower;  (d) such Receivable is not owing by an Account Debtor  more
than  fifty percent (50%) of whose then-existing accounts owing  to  a
Borrower  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  (a  "Foreign  Receivable"),   the
transportation  services  which gave  rise  to  such  Receivable  were
rendered  after receipt by a Borrower 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  Borrowers  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,  if  the  Account Debtors with respect  to  such  Foreign
Receivables  are  located in Canada, and; (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, a Borrower 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 a Borrower  which
exceed  in face amount fifteen percent (15%) of such Borrower'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  a
Borrower,  (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  such Borrower; (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 any Borrower, 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 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.

          "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.

          "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.

          "Expense  Deposit"  means the amount of funds  paid  by  the
Borrowers  to  the Agent from time to time pursuant to the  terms  and
conditions of the Commitment Letter, to be applied against  all  fees,
costs  and  out-of-pocket expenses incurred by the Agent in connection
with  the Commitment Letter, as such amount may be increased from time
to time by amounts actually received by the Agent from the Borrowers.

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

          "Financing  Statements"  means all Uniform  Commercial  Code
financing statements required by the 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.

          "Fresh  Start Financial Statements" shall have  the  meaning
ascribed to such term in Section 6.1(m) hereof.

          "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.

          "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  Aero  Body   and   Truck
Equipment,  Inc.,  E.L.  Powell  &  Sons  Trucking  Co.,  Inc.,  Trism
Transport,  Inc., and Trism Transport Services, 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.

          "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)  the  Secured
Obligations.

          "Initial Anniversary Date" shall mean that date which is two
(2)  years and three hundred sixty-four (364) days after 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 March 1, 2000, 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.

          "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 hereof,  and its
successors  and  assigns, and "Lenders" shall mean all  such  Lenders,
collectively.
          "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 that  portion  of  this
Agreement pursuant to which Letters of Credit are provided.

          "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  for  all
Letters  of  Credit outstanding at such time, plus (c)  the  aggregate
Letter  of  Credit Amount for all 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 (i) as
determined by the Agent, and (ii) expressly including all such amounts
outstanding  under  the DIP Facility as of the Effective  Date,  which
shall automatically, and without any further action by any Person,  be
deemed  assumed  by  the Borrowers and constitute Secured  Obligations
hereunder  (without duplication) upon the occurrence of the  Effective
Date.

          "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.

          "Letter  of  Interest"  shall mean that  certain  Letter  of
Interest  from the Agent to Trism, dated as of December 1, 1999,  with
respect to a Post-Confirmation Credit Facility.

          "Leverage  Ratio"  means for any fiscal  period,  the  ratio
determined by dividing (a) the Total Liabilities by (b) 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.

          "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 (a) quoted by Chase Manhattan Bank, N.A., (b) 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  (c)  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(s)" means any Revolving Credit Loan, as well  as  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.

          "Make-Whole Amount" shall have the meaning assigned to  such
term in Section 4.7(b) hereof.

          "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.

           "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 (a) 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  (b)  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.

          "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  offices  and
principal place of business.

          "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.

          "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 less (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.

          "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  a  Revolving Credit Note,  individually,  and
"Notes" means all such Notes, collectively.

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

          "Operating Lease Obligations" means the aggregate amount  of
all  obligations under all Operating Leases of a Borrower and  any  of
its  Subsidiaries as of the end of any relevant fiscal  period,  where
such obligations, with respect to any such Operating Lease, are in  an
amount  equal to the sum of the following, in each case discounted  to
present  value  using  the implicit interest  rate  embedded  in  such
Operating  Lease: (a) the monthly lease payment under  such  Operating
Lease  multiplied by the number of months then remaining in the   term
of  such  Operating  Lease  plus (b) the amount  of  any  optional  or
mandatory  residual  payment  due at the  end  of  the  term  of  such
Operating  Lease upon payment of which such Borrower will acquire  the
asset(s) subject to such Operating Lease.

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

          "POR  Effective Date" means the "Effective Date" of the Plan
of Reorganization, as such term is defined therein.

          "Permitted Existing Indebtedness" means the Indebtedness set
forth on Schedule 6.1(i) hereto.

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

          "Permitted Incremental Obligations" means, for each  of  the
respective Fiscal Years of the Borrowers ending on December 31,  2000,
2001 and 2002, an amount equal to (a) $50,000,000 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  Insurance  Premium Finance  Agreement(s)"  shall
have  the meaning ascribed to such term in the definition of Permitted
Liens.

          "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.

          "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;  (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;
(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; and  (g)
Liens   on   insurance  proceeds  payable  under  insurance   policies
maintained by any Borrower or Guarantor to the extent, but only to the
extent,  that   such  Liens  arise pursuant to  an  insurance  premium
finance  agreement  listed on Schedule 1.1 hereto or  pursuant  to  an
insurance  premium  finance agreement approved  by  Agent  in  writing
(collectively, the "Permitted Insurance Premium Finance Agreements").

          "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.

           "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 a 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.

          "Plan  of Reorganization" means that certain Second  Amended
Joint  Plan of Reorganization Under Chapter 11 of the Bankruptcy Code,
dated  as  of  October 25, 1999, as confirmed by order of  the  United
States  Bankruptcy Court for the District of Delaware on  December  9,
1999.

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

          "Pre-Petition  Loan Agreement" means that certain  Loan  and
Security  Agreement,  dated as of July 14,  1997,  by  and  among  the
Borrowers,  certain affiliates of the Borrowers,  the  Agent  and  the
lenders identified therein, as amended.

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

          "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  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.

          "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 sixty-six and two-thirds percent (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),  including,   without
limitation, any management fees, owing to an Affiliate of such Person.

          "Revolving  Credit  Facility" means  that  portion  of  this
Agreement pursuant to which Revolving Credit Loans are made.

          "Revolving  Credit Facility Cap" means an  amount  equal  to
$42,500,000.

          "Revolving  Credit  Loans" means the  aggregate  outstanding
amount  of  the  Advances  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 Revolving Credit Loans including,  without
limitation,  present  and  future  Advances  and  present  and  future
obligations,  whether optional or obligatory, in connection  with  the
Indebtedness  created thereby, (b) the Reimbursement  Obligations  and
all other obligations of any Borrower or any Guarantor to the Agent or
any  Lender in connection with the issuance of Letters of Credit,  and
(c)  all indebtedness, liabilities, obligations, covenants and  duties
of  any  Borrower or any Guarantor 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, or  the  DIP
Facility, 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 Mortgaged Real Estate,

          (b)  the Financing Statements,

          (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. and

          (g)   the certificates of titles for the Trailers, with  the
     first-priority Lien of the Agent properly noted thereon.

          "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  a
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,
whether  or  not  evidenced by any certificate or  other  document  or
instrument, of all of the direct and indirect Subsidiaries  of  Trism,
which Stock will be pledged as Collateral for the Secured Obligations.

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

          "Subordinated Indenture" shall mean that certain  Indenture,
dated  as  of February 15, 2000, between Trism, as Issuer,  U.S.  Bank
Trust  National Association, as Trustee, and certain of the Borrowers,
as  Guarantors, relating to the issuance of $30,000,000 of Trism's 12%
Senior  Subordinated Notes due 2005, as supplemented or  amended  from
time to time.

          "Subsidiary"

          (a)  when used to determine the relationship of a Person  to
     another  Person,  means a Person of which an aggregate  of  fifty
     percent  (50%)  or more of the stock of any class or  classes  or
     fifty percent (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.

          "Substitution Trailers" means any trailers or other vehicles
or  equipment  pledged  to  the Agent by  one  or  more  Borrowers  or
Guarantors  from time to time in accordance with Section 8.14  hereof,
free and clear of any Lien, in replacement or substitution of (a)  any
Trailer  set  forth  on Schedule 6.1(g) hereto or (b)  any  subsequent
replacement or substitution of such Trailers.

          "Termination  Date" means, unless an Early Termination  Date
occurs in accordance with the terms hereof (and then only upon payment
of  the Early Termination Fee by the Borrowers), the date which is the
Initial Anniversary Date.

          "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 thirty (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 Commitment" means $42,500,000.

          "Total  Liabilities" means, as at the end  of  any  relevant
fiscal  period,  the  sum  of  (a) the Liabilities  reflected  on  the
Consolidated  Balance  Sheet as of such date, and  (b)  the  aggregate
amount of all Operating Lease Obligations of the Borrowers and all  of
their respective Subsidiaries as of such date.

          "Trade  Debt"  means  the obligations  of  any  Borrower  or
Guarantor  to any vendor or supplier which provides goods or  services
to such Borrower or Guarantor in the ordinary course of the Borrower's
or  Guarantor's business, in commercial transactions, at arm's length,
and in accordance with ordinary business terms and acceptable industry
standards.

          "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.

          "Trailers" means (a) those trailers and other vehicles owned
by  one  or more Borrowers or Guarantors and pledged to the Agent,  on
behalf  of  the Lenders, in accordance with this Agreement,  free  and
clear of any Lien, as set forth on Schedule 6.1(g) hereto, and (b) any
Substitution Trailers.

          "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 all  of
the services related thereto have been performed by a Borrower but for
which no invoice has been rendered to the respective 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  Revolving  Credit
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  Facility  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.

          (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 the 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.

          (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  Revolving  Credit  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 Advances 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  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.  Advances
under the Revolving Credit Facility shall be made as follows:

          (1)  Requests for Advances.  A request for an Advance shall be made,
or shall be deemed to be made, in the following manner:

          (1)  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 Advance, the proposed Advance
     date and interest rate, and which notice shall be given in accordance
     with the provisions of Section 4.1 hereof; provided, however, that
     upon written notice from the 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, and such
     request shall be irrevocable;

        (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 such request shall  be
     irrevocable; and

        (5)  unless payment is otherwise made by a Borrower, the receipt by
     the 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
     the Agent in the amount set forth therein, and such request shall be
     irrevocable;

     Unless  the  Agent has elected periodic settlements  pursuant  to
Section 4.7 hereof, the Agent shall promptly notify the Lenders of any
notice  of  Advance  given or deemed given pursuant  to  this  Section
2.2(a) by 2:00 p.m. (New York time) on the proposed Advance 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
Advance.   Not  later than 3:30 p.m. (New York time) on  the  proposed
Advance  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  Advance
date.

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

        (1)  the proceeds of each Advance requested under Section 2.2(a)(i)
     shall be disbursed by the Agent in Dollars in immediately available
     funds, (A) in the case of the initial Advance, 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 Advance, 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 Advance deemed requested under Sections
     2.2(a)(ii)  or (iii) 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 Advance deemed requested under Section
     2.2(a)(iv) or (v) shall be disbursed by the Agent directly to the
     Issuing Bank or Clearing Bank, as the case may be, 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;

    (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).

    (4)  Mandatory Prepayment.  In the event (i) (A) any Borrower or
Guarantor  effectuates a sale, transfer or other  disposition  of  any
Collateral consisting of equipment (including, without limitation, any
of  the  Trailers), or any sale, transfer or other disposition of  any
other  Collateral  outside  the ordinary course  of  business  of  the
Borrowers  or  the  Guarantors, or (B) at any  time,  the  outstanding
Revolving  Credit Loans made pursuant to Borrowing Base B  exceed  the
aggregate  limitations set forth thereunder, and (ii) the Agent  makes
demand  therefor,  except  as provided in  Section  8.14  hereof,  the
Borrowers hereby agree to make a mandatory prepayment to the Agent, on
behalf  of  the Lenders, in an amount equal to (x) in the  case  of  a
sale,  transfer  or  other disposition referred to  in  clause  (i)(A)
hereof, the Net Proceeds of such sale, transfer or disposition, or (y)
in  the case of outstanding excess Revolving Credit Loans referred  to
in  clause  (i)(B)  hereof,  the  amount  by  which  such  outstanding
Revolving  Credit  Loans  exceed the  limitations  set  forth  in  the
definition  Borrowing Base B; provided, however, that with respect  to
clause (i)(A) above, nothing in this Section 2.3(d) shall be deemed or
construed  as  granting permission or a waiver by the Lenders  to  the
Borrowers to enter into any such sale, transfer or disposition.

   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.

   SECTION 1.8    Voluntary Prepayment and Termination.  The Borrowers
may  at any time elect to make a voluntary prepayment and to terminate
this Agreement and the Revolving Credit Facility provided hereunder by
the  payment  and  satisfaction in full  of  all  outstanding  Secured
Obligations, costs and expenses, the applicable Early Termination Fee,
and  by  causing  the  Lenders to be released, in form  and  substance
acceptable to the Required Lenders in their sole discretion, from  any
and  all  obligations  under outstanding Letters  of  Credit  provided
pursuant to this Agreement.

                           ARTICLE 3

                   LETTER OF CREDIT FACILITY

   SECTION 1.9    Issuance. Subject to the terms and conditions of the
Agreement, the 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 the Agent in its sole discretion  (each,
an  "Issuing  Bank"))  for Borrowers' account and  guaranteed  by  the
Agent;  provided, however, that if the Issuing Bank is a Lender,  then
such Letters of Credit shall not be guaranteed by the 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  the
Agent,  as  more  fully  described in Section 3.2(b)(ii)  below.   The
aggregate amount of all such Letter of Credit Obligations shall not at
any   time  exceed  the  lesser  of  (a)  Seventeen  Million   Dollars
($17,000,000),   or  (b)  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  (1)
year following the date of issuance thereof, and neither the 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 1.10   Advances Automatic; Participations.  (a) In the event
that the Agent or any Lender shall make any payment on or 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  the
Agent  for the Agent's own account an amount equivalent to a  Lender's
Commitment Percentage as to any such Revolving Credit Loan or  payment
by  the  Agent  under or in respect of a Letter of  Credit  shall  not
relieve any other Lender of its obligation hereunder to make available
to  the  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 the 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 the 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 1.11   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 the Agent for the benefit of the Lenders
cash  or  Cash  Equivalents in an amount equal  to  one  hundred  five
percent (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 the Agent in a cash collateral  account
(the  "Cash  Collateral Account") maintained at a  bank  or  financial
institution  acceptable  to the Agent.  The  Cash  Collateral  Account
shall be in the name of Borrowers and shall be pledged to, and subject
to  the  control of, the Agent, for the benefit of the Lenders,  in  a
manner  satisfactory  to  the Agent.  Borrowers  hereby,  jointly  and
severally, pledge and grant to the Agent, on behalf of the 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  one  hundred  three percent (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  the 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, the 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 the 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 1.12   Fees and Expenses.  Borrowers, jointly and severally,
agree  to  pay  to  the  Agent  for the benefit  of  the  Lenders,  as
compensation to such Lenders for Letter of Credit Obligations incurred
hereunder,  (a) all costs and expenses incurred by the  Agent  or  any
Lender  on account of such Letter of Credit Obligations, and  (b)  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 the 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 1.13   Request for Incurrence of Letter of Credit Obligations.
Borrowers shall give the 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 the Agent may be made and transmitted  pursuant  to
electronic  codes  and  security measures  mutually  agreed  upon  and
established by and among a Borrower, the Agent and the Issuing Bank.

  SECTION 1.14   Obligation Absolute.  (a) The obligation of Borrowers
to  reimburse the 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  the 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),
     the 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);

     (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 the 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 1.15   Indemnification; Nature of Lenders' Duties.  (a) In
addition to amounts payable by Borrowers to the Agent and the  Lenders
as  elsewhere  provided  in  this Agreement,  Borrowers,  jointly  and
severally,  hereby  agree to pay and to protect, indemnify,  and  save
harmless  the  Agent  and each Lender from and  against  any  and  all
claims,  demands,  liabilities, damages, losses,  costs,  charges  and
expenses  (including reasonable attorneys' fees and, after and  during
the continuance of an Event of Default, reasonable allocated costs  of
internal  counsel)  which the 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
the 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 the Agent
or  such  Lender  (as  finally determined  by  a  court  of  competent
jurisdiction).

          (b)   As  between  the 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  the  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 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 the Agent under any  Letter  of  Credit  or
guaranty thereof, the 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
the  Agent or any Lender.  None of the above shall affect, impair,  or
prevent  the vesting of any of the 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 1.16   Interest, Etc.

          (1)  General Interest Provisions.

          (i)   Borrowers  shall  pay interest to  the  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 a floating rate equal  to  either
(A)  the  Chase  Manhattan Bank Rate plus one quarter of  one  percent
(0.25%) (the "Prime Option"), or (B) for interest periods of one-, two-
,  three-  or  six whole months (each, a "LIBOR Period"), 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  Days' 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 (1st) day of the  first
(1st) 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,  a 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 actual 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:  (A)  any
payment  or  prepayment on a date other than the last day of  a  LIBOR
Period  for  such LIBOR Loan, or (B) any failure of the  Borrowers  to
borrow  a  LIBOR  Loan on the date for such Advance specified  in  the
relevant notice; such compensation to include, without limitation,  an
amount  equal  to  any actual 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,  including  the Receivables,  and  all  other  amounts
received by it from or on behalf of the Borrowers (x) initially to the
Prime  Option  Revolving Credit Loans and (y)  subsequently  to  LIBOR
Loans;  provided,  however, (1) upon the occurrence  of  an  Event  of
Default or (2) 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 them to the payment of Secured Obligations in
such  manner and in such order as the Agent and the Lenders may  elect
in their respective reasonable credit judgment.  In the event that any
such  amounts  are applied to Revolving Credit Loans which  are  LIBOR
Loans,  such  application shall be treated as  a  prepayment  of  such
Revolving Credit 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 three hundred sixty (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 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 1.17   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  an
amount  equal to fifty one hundredths percent (.50%) of the  Revolving
Credit  Facility  Cap in consideration of making the Loans  hereunder,
which fee shall be fully earned when paid and non-refundable as of the
Effective  Date  (the  "Closing Fee").  On  the  Effective  Date,  the
Commitment Fee and any remaining portion of the Expense Deposit  shall
be credited by the Agent and the Lenders against the Closing Fee.

 (2)  Administration Fee.  As additional consideration for the Agent's
ongoing  costs  and expenses of administration of this Agreement,  the
Borrowers  agree, jointly and severally, to pay to the  Agent  on  the
date which is one (1) year from the Effective Date and annually on the
same  date thereafter during the term hereof or any extension thereof,
an  administration  fee  in  the  amount  of  $25,000  per  year  (the
"Administration   Fee")   for   the   Agent's   own   account,   which
Administration  Fee  shall be deemed fully earned  and  non-refundable
when paid.

   (3)  Unused Facility 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  the  available but unused Revolving Credit  Facility  in  an
amount  equal to one-quarter of one percent (0.25%) per annum  of  the
difference between (i) the Revolving Credit Facility Cap, and (ii) the
sum  of  (A)  the average daily outstanding balances of the  Revolving
Credit  Loans  plus (B) the face amount of all the  Letter  of  Credit
Obligations during the period for which the Unused Facility Fee is due
(the "Unused Facility Fee").

  (4)  Letter of Credit Obligations Fee.  The Borrowers agree, jointly
and  severally,  to pay to the 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 (1st) 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 for all Letters of Credit outstanding on  each
day  during the previous month, multiplied by (ii) a monthly  interest
rate equivalent to one and one-half percent (1.5%) per annum.

     (5)  Early Termination Fee.  If for any reason this Agreement is
terminated  or  the  Loans hereunder are repaid  in  full  (including,
without  limitation,  by reason of any Default or  Event  of  Default,
voluntary  prepayment  in  full and/or termination  of  the  Revolving
Credit Loans by the 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, the Borrowers agree, jointly and severally,  to  pay
to  the  Agent  for  the  ratable benefit of  the  Lenders,  upon  the
effective   date  of  such  termination  or  prepayment,   the   Early
Termination Fee.

               SECTION 1.18   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  maintained
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.

               SECTION 1.19   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.

 (3)  The entries made in the accounts pursuant to subsections (a) and
(b)  of this Section 4.4 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) of this Section 4.4 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 sixty (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 1.20   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 ninety (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 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 1.21   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 the Agent. Subject to the provisions of Section 4.8
hereof  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
subsection  (c) of this Section 4.6 prior to a proposed  Advance  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) hereof, 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) hereof, 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 Advance 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 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 Advance 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 Advance date.

         (3)  Delegation of Authority to the Agent.

         (1)  Without limiting the generality of Section 14.1 hereof, 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 applicable  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  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 subsection (b) of this Section 4.6. 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 subsection (b)
     of this Section 4.6 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.

               SECTION 1.22   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 hereof 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
     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 E 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) hereof (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 one hundred
     percent  (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 one hundred percent (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
     subsection  (b)  of this Section 4.7 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
     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
     subsection (b) of this Section 4.7 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 subsection (b) of
     this  Section  4.7  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.

      (7)  Payments to the 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(b), 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
Sections  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 1.23   Increased Costs and Reduced Returns.  Borrowers agree
that  if (a) any law hereafter in effect or (b) any request, guideline
or  directive of any Governmental Authority (whether or not having the
force  of law and whether or not 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
(i)(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  (ii)  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 (a) or (b) 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,  (x)  a
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 a Borrower pursuant  to  this
Section  4.8  and (y) 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  additional
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.

          SECTION 1.24   Waiver of DIP Facility Early Termination Fee.
Notwithstanding  anything in the DIP Facility  to  the  contrary,  the
Agent,  in its capacity as agent under the DIP Facility, hereby waives
any  early  termination fee to which the Agent and the  other  lenders
thereunder  would  otherwise  be  entitled  in  connection  with   the
satisfaction of the DIP Facility, such waiver to be effective upon the
closing  and  the initial funding of the Revolving Credit Facility  by
the Lenders pursuant to this Agreement.

                           ARTICLE 5

                      CONDITIONS PRECEDENT

        SECTION 1.25   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.

    (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 and in each jurisdiction where
     such Borrower is qualified to do business;

     (3)  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, opining as to such
     matters in connection with the transactions contemplated by  this
     Agreement as the Agent or its special counsel may reasonably request,
     including, without limitation, that no third party or governmental
     consents or waivers are necessary or appropriate in order for any of
     the Borrowers or the Guarantors to enter into this Agreement or to
     perform the transactions contemplated herein;

     (4)  the Financing Statements duly executed and delivered by the
     Borrowers and the Guarantors, 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;

     (5)  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
     hereof;

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

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

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

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

     (10) all necessary or appropriate estoppel certificates and/or waivers
     from landlords, mortgagees or bailees of any Borrower with respect to
     any Collateral or the location thereof;

     (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 all of the most recent appraisals, in form and
     substance acceptable to the Agent in its sole discretion, reflecting
     the respective relevant orderly liquidation values of the Trailers and
     the Mortgaged Real Estate, which appraisals have been performed by
     appraisers retained by the Borrowers and acceptable to the Agent in
     its sole discretion;

     (14) 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,

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

     (16) 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 counsel and to the Lenders:

       (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 and in each jurisdiction where
     such Guarantor is qualified to do business;

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

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

       (6)  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, 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
$5,000,000.

       (8)  Implementation of Plan of Reorganization.  No amendment or
modification  to the Plan of Reorganization or the Confirmation  Order
shall  have  occurred and the Agent shall have received  or  otherwise
have  been  satisfied  with,  in its sole  discretion,  the  form  and
substance of: (i) any and all documents or orders related to the  Plan
of  Reorganization  or the implementation thereof that  could  in  any
material  way  affect  the Borrowers, this Agreement,  or  the  rights
provided  to the Agent under this Agreement in any respect;  (ii)  any
and  all other orders of the Bankruptcy Court in the joint Chapter  11
proceeding,   other   than   the   Confirmation   Order,    approving,
implementing, affecting or relating to the Plan of Reorganization,  or
the  implementation thereof, that could in any material way affect the
Borrowers,  this Agreement, or the rights provided to the Agent  under
this Agreement in any respect; (iii) any and all debt instruments  and
indentures  of  the  Borrowers  (including,  without  limitation,  the
Subordinated  Indenture);  and (iv) the governing  documents  of  each
Borrower and each of their respective Affiliates.

      (9)  Conditions to Plan of Reorganization.  All conditions precedent
to the occurrence of the POR Effective Date, other than the closing of
the  Revolving  Credit Facility contemplated by this Agreement,  shall
have  occurred, been satisfied or waived (and, if waived by  a  Person
other than the Agent, in a manner and on terms acceptable to the Agent
in its sole discretion) pursuant to the Plan of Reorganization.

      (10) No Defaults Under DIP Facility.  There shall not be a default or
an  event  of default pursuant to the terms of the DIP Facility  which
has  occurred and is continuing, or an event or condition which,  with
the passage of time, the giving of notice or both, would give rise  to
or constitute a default or an event of default under the DIP Facility.

      (11) Satisfaction of DIP Facility.  As of the Effective Date and upon
the  closing  and  initial  funding of the Revolving  Credit  Facility
pursuant  to  the  terms  and conditions of this  Agreement,  the  DIP
Facility  shall  have been terminated and all obligations  shall  have
been  satisfied  and paid in full, unless waived, and provision  shall
have  been  made  with  respect  to the  related  liens  and  security
interests  thereunder, each upon terms and conditions satisfactory  to
the Agent in its sole discretion.
(1)
      (12) Rights of Inspection.  The Agent and the Lenders shall have been
provided rights of inspection and access to facilities, management and
auditors  of the Borrowers, satisfactory to the Agent and the  Lenders
in their sole discretion.

      (13) 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
Agent's reasonable discretion, would have a Materially Adverse Effect,
or  would otherwise make it inadvisable to consummate the transactions
contemplated by this Agreement.

      (14) Material Adverse Change.  As of Effective Date, there shall not
have occurred any changes which are materially adverse individually or
in  the  aggregate, in the Lenders' sole discretion,  to  the  assets,
liabilities,   businesses,   operations,   condition   (financial   or
otherwise),  industry  in  which  any  Borrower  operates,  Collateral
subject  to  the  Security Interest of the Agent,  on  behalf  of  the
Lenders,  or the prospects or projected financial performance  of  any
Borrower  from those presented by the unaudited "pro forma"  financial
statements delivered in connection with the Disclosure Statement  from
the Borrowers to the Agent.

      (15) [Intentionally Omitted.]

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

      (17) 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 Borrowers and the Guarantors
and  their respective Subsidiaries and Affiliates, including,  without
limitation,  review  of  the  Subordinated  Indenture  and  background
reviews  with  respect to Trism, Mr. Edward McCormick  and  Mr.  James
Overley.

      (18) 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 the Agent, in  its
sole discretion.

    SECTION 1.26   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,
(1)
     (2)   the corporate actions of each of the Borrowers and  the
Guarantors, including shareholder approval if necessary, to  authorize
the  execution, delivery and performance of this Agreement, the  other
Loan  Documents and the Advances 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.

   SECTION 1.27   Financial Statements.  No later than March 31, 2000,
the Borrowers and the Guarantors shall deliver to the Agent copies  of
the  Fresh Start Financial Statements, which shall be satisfactory  in
form and substance to the Agent and to the Lenders.

                           ARTICLE 6

   REPRESENTATIONS AND WARRANTIES OF BORROWERS AND GUARANTORS

    SECTION 1.28   Representations and Warranties.  The Borrowers and the
Guarantors, 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 and Guarantor 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 and Guarantors.
Except  for  as  disclosed  on  Schedule  6.1(b),  the  Borrowers  and
Guarantors  have  no  Subsidiaries.  The  outstanding  stock  of  each
Borrower  and each Guarantor has been duly and validly issued  and  is
fully  paid  and nonassessable by such Borrower or Guarantor  and  the
number and owners of such shares of capital stock of such Borrower  or
Guarantor  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
Advances  hereunder 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 respective
     Subsidiaries or 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 and each Guarantor 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 and each
     Guarantor

               (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 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, any Guarantor and their respective Subsidiaries as a whole:

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

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

               (C)   neither such Borrower, such Guarantor nor any  of
         their  respective  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;

               (D)   none  of  the operations of such  Borrower,  such
         Guarantor  or  of  any  of their respective  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  or   such
         Guarantor,  none of the present nor past operations  of  such
         Borrower,   such   Guarantor  or  any  of  their   respective
         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;

               (F)   neither such Borrower, such Guarantor nor any  of
         their respective Subsidiaries has filed any notice under  any
         requirement  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, such Guarantor nor any  of
         their respective Subsidiaries has filed any notice under  any
         requirement  of  Applicable Law  reporting  a  Release  of  a
         Contaminant into the environment;

               (H)  except in compliance in all material respects with
         applicable  Environmental Laws, during  the  course  of  such
         Borrower's,  such  Guarantor's or  any  of  their  respective
         Subsidiaries' ownership of or operations on the Real  Estate,
         to   the   best   of  such  Borrower's  or  such  Guarantor'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, such Guarantor nor any  of
         their   respective   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, such Guarantor  or
         any   of  their  respective  Subsidiaries)  relating  to  any
         Remedial Action or environmental related claim;

               (J)   neither such Borrower, such Guarantor nor any  of
         their  respective  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;

               (K)   neither such Borrower, such Guarantor nor any  of
         their  respective  Subsidiaries has any  material  contingent
         liability  in  connection  with  any  Release  or  threatened
         Release of any Contaminant into the environment;

               (L)   no Environmental Lien has attached to any of  the
         Real   Estate  or  other  property  of  such  Borrower,  such
         Guarantor or of any of their respective 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  violate  in  any
         material  respect  any  currently applicable  requirement  of
         Applicable Law; and
               (N)   neither such Borrower, such Guarantor nor any  of
         their  respective Subsidiaries manufactures,  distributes  or
         sells,   and  has  not,  in  the  past  twenty  (20)   years,
         manufactured,  distributed or sold,  products  which  contain
         asbestos-containing material.

               (O)  Such  Borrower  and  such  Guarantor  each  hereby
         acknowledges  and agrees that the Agent (1) is not  now,  and
         has  not  ever been, in control of any of the Real Estate  or
         any  of such Borrower's or such Guarantor's affairs, and  (2)
         does  not  have  the capacity through the provisions  of  the
         Loan  Documents or otherwise to influence such Borrower's  or
         such  Guarantor'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 Guarantors, 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,   each  Guarantor  and  each  of   their   respective
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, including,  without  limitation,  the
Trailers.   Each Borrower and each Guarantor 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 or  such  Guarantor's
respective  right, title and interest in and to all such  Real  Estate
and  other  properties  and assets.  Schedule 6.1(g)  sets  forth  all
Trailers  owned  by  the  Borrowers  and  Guarantors  and  pledged  as
Collateral  hereunder.   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 or any Guarantor'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, any Guarantor or any respective
Subsidiary, including, without limitation, the Collateral, is  subject
to  any  Lien,  except  Permitted Liens.   Other  than  the  Financing
Statements,  no financing statement under the Uniform Commercial  Code
of any state which names any Borrower, any Guarantor or any respective
Subsidiary as debtor and which has not been terminated has been  filed
in any state or other jurisdiction, and no Borrower, no Guarantor  nor
any  respective 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,
every  Guarantor's and their respective 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 the Agent, no Borrower, nor Guarantor
nor  any respective 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  or  the Guarantors, 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,  any
Guarantors  or any respective Subsidiary or any of their property,  or
which  challenge any Borrower's or any Guarantor'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  Materially Adverse Effect on any Borrower, any Guarantor and  their
respective 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,
each  Guarantor and each of their respective 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,  such  Guarantor and each  of  their  respective
Subsidiaries  and such Borrower's, such Guarantor's and any  of  their
respective  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, each Guarantor and  each  of
their  respective  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  or  such Guarantor are in the judgment of such  Borrower  or
such Guarantor adequate, and such Borrower or such Guarantor knows  of
no  reason  to 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  or  such
Guarantor.   Proper and accurate amounts have been  withheld  by  each
Borrower  and  each  Guarantor 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 or any Guarantor'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 or Guarantor 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,  no Guarantor and none of their respective predecessors  are
liable  for  any Charges: (a) under any agreement (including  any  tax
sharing  agreements)  or (b) to such Borrower's  or  such  Guarantor's
knowledge, as a transferee.  As of the Effective Date, no Borrower  or
Guarantor  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, no Guarantor or any of their
respective 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 or such Guarantor and their respective
Subsidiaries, taken as a whole.

     (13) Financial Statements.  The Borrowers and the Guarantors shall
furnish to the Agent and the Lenders, no later than March 31, 2000,  a
copy  of  the Consolidated Balance Sheet as at December 31, 1999,  and
the  Consolidating Balance Sheet as at December 31, 1999,  along  with
accounting  footnotes regarding "fresh start accounting" in connection
therewith,  and  the  related statements  of  income,  cash  flow  and
retained   earnings   for   the   twelve-month   period   then   ended
(collectively,   the   "Fresh  Start  Financial  Statements").    Such
financial  statements shall (i) be complete and  correct  and  present
fairly  and  in  all material respects in accordance  with  GAAP,  the
financial position of the Borrowers and the Guarantors as at the dates
thereof  and  the  results  of operations of  the  Borrowers  and  the
Guarantors  for  the  periods then ended, and  (ii)  be  reported  on,
without  qualification,  by independent certified  public  accountants
selected  by  the Borrowers and the Guarantors and acceptable  to  the
Agent.  Except as disclosed or reflected in such financial statements,
neither   Borrowers  nor  the  Guarantors  shall  have  any   material
liabilities, contingent or otherwise, and there shall be  no  material
unrealized or anticipated losses of the Borrowers or the Guarantors.

      (14) Adverse Change.  Since the date of the financial statements
described  in  clause  (i) 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  or  the
Guarantors  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, no Guarantor or any respective 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, no Guarantors or
any  respective 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  or  any  Guarantor to be, incurred by  such  Borrower,  such
Guarantor  or  any  respective 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  the  Agent.   No  Borrower,  no
Guarantor  or any respective 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,  no Guarantor or any respective 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 or such
Guarantor  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 or any Guarantor, 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, no Guarantors  or
any  respective 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  (5)  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, any Guarantor  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, no Guarantor or any of their
respective   Subsidiaries  is  in  default  under  its   articles   or
certificate  of  incorporation or by-laws and no event  has  occurred,
which  has  not  been 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, such Guarantor or any of
their respective Subsidiaries under any material agreement (other than
this  Agreement) or judgment, decree or order to which such  Borrower,
such  Guarantor or any of their respective Subsidiaries is a party  or
by  which  such  Borrower,  such Guarantor, any  of  their  respective
Subsidiaries  or any of such Borrower's, such Guarantor's  or  any  of
their  respective Subsidiaries' properties may be bound or which would
require  such  Borrower,  such Guarantor or any  of  their  respective
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 or the Guarantors  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  or  any
Guarantor  which has had, or may in the future have (so  far  as  such
Borrower  or such Guarantor can foresee), a Materially Adverse  Effect
upon   any   Borrower,  any  Guarantor  or  any  of  their  respective
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  or
any  Guarantor  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 any Guarantor, 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  Revolving Credit Loans  outstanding  and  to  be
incurred,  the  transactions  contemplated  by  this  Agreement,  each
Borrower, each Guarantor and each of their respective 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, each Guarantor and  each  of  their
respective  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.

     (2)  Chief Executive Office.  The chief executive office and principal
     place of business of each Borrower and each Guarantor, and the books
     and  records relating to the Receivables and other Collateral  is
     located at the address or addresses set forth (A) on Schedule 6.1(s)
     or  (B)  in  a written notice which complies with the  applicable
     provisions of Section 8.8 hereunder; no Borrower or Guarantor has
     maintained its chief executive office or books and records relating to
     the Collateral at any other address at any time during the five (5)
     years immediately preceding the Agreement Date.

     (20) Real Property.  No Borrower or Guarantors 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 (5)  year  period  preceding  the
Agreement   Date,  no  Borrower,  no  Guarantor  or   any   respective
predecessor  thereof  has  been known as  or  used  any  corporate  or
fictitious  name other than the corporate names of the  Borrowers  and
the Guarantors on the Effective Date.

     (22) Federal Reserve Regulations.  No Borrower, Guarantor or any of
their  respective  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 or Guarantor owns any Margin Stock and  no  part
of  the proceeds of any of the Advances 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 and/or the Guarantors, as  the
case may be, 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 or Guarantor 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 or Guarantor
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
Revolving Credit Loans by Lenders to Borrowers, the incurrence of  the
Letter  of  Credit 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, each Guarantor and each of
their respective 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, any Guarantor's  or  any  of  their
respective Subsidiaries' employees, and no Borrower or Guarantor knows
of pending, threatened or contemplated strikes, work stoppage or other
labor  disputes involving any Borrower's, any Guarantor's  or  any  of
their respective Subsidiaries' employees.

     (25) Intellectual Property.  Each Borrower and each Guarantor 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
Intellectual Property owned by any Borrower or Guarantor, or which any
Borrower or Guarantor has the right to use.

     (26) Trade Names.  All trade names or styles under which any Borrower
or  Guarantor 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 or
Guarantor  brought  about  the obtaining, making  or  closing  of  the
Revolving Credit Loans or the related transactions, and no Borrower or
Guarantor  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 or Guarantor, 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
or  Guarantor  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.

     (30) Government Contracts.  Except as set forth in Schedule 6.1(dd),
as  of the Effective Date, no Borrower or Guarantor 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 or  Guarantor,
threatened  termination or cancellation of, or  any  material  adverse
modification  or  change  in:  (i) the business  relationship  of  any
Borrower  or  Guarantor with any customer or group of customers  whose
purchases  during the preceding twelve (12) months caused them  to  be
ranked  among  the  ten  (10) largest customers  of  any  Borrower  or
Guarantor;  or  (ii)  the business relationship  of  any  Borrower  or
Guarantor with any supplier material to its operations.

     (32) Agreements and Other Documents.

     (1)  As of the Effective Date, the Borrowers and the Guarantors have
     made available to the Agent or its counsel, on behalf of the 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 or Guarantor
     within  sixty (60) days following written notice issued  by  such
     Borrower  or  Guarantor and involving transactions in  excess  of
     $1,000,000 per annum; and any lease of equipment having a remaining
     term of one (1) year or longer and requiring aggregate rental and
     other payments in excess of $500,000 per annum; and

     (2)  as of the Effective Date, the Borrowers and the Guarantors have
     provided  to the Agent or its counsel, on behalf of the  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 or
     Guarantor, the absence of which could be reasonably likely to have a
     Materially Adverse Effect; (B) instruments or documents evidencing
     Indebtedness of a Borrower or Guarantor and any security interest
     granted by such Borrower or Guarantor 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 or Guarantor.

     SECTION 1.29   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 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  (a)  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 (b) representations and warranties (i) which
are applicable after, as well as on, the Effective Date and (ii) 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 Advance hereunder.

                           ARTICLE 7

                       SECURITY INTEREST

               SECTION 1.30   Security Interest.

    (1)  To secure the payment, observance and performance of the Secured
Obligations,  including, without limitation, any future Advances,  the
Borrowers  and the Guarantors hereby, jointly and severally, mortgage,
pledge  and assign all of the Collateral to the Agent, for the benefit
of  itself as the Agent and the Lenders, and grants to the Agent,  for
the  benefit  of  itself  as the 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  and  the Guarantors, jointly and severally,  grant  to  the
Agent,  for  the  benefit of itself as the Agent and  the  Lenders,  a
security  interest in, and assigns to the Agent, for  the  benefit  of
itself  as the Agent and the Lenders, all of each and every Borrower's
and  each and every Guarantor'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 Guarantor,  or
credited by or due from any participant of any Lender to a Borrower or
Guarantor,  with the same rights therein as if the deposits  or  other
sums were credited by or due from such Lender.  Each Borrower and each
Guarantor  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 or the Guarantors (such notice being expressly
waived),  any of the aforesaid deposits (general or special,  time  or
demand,  provisional or final) or other sums 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
and the Guarantors 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  the  Borrowers  and  the
Guarantors  each hereby irrevocably appoint the 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 1.31   Continued Priority of Security Interest.

   (1)  The Security Interest granted by the Borrowers and the Guarantors
shall  at  all times be valid, perfected and enforceable against  each
and  every  Borrower and Guarantor 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)  The Borrowers and the Guarantors 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,
(1)
     (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.

     (3)  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 or Guarantor for any purpose described
in  Section 7.2(c) hereof. The Agent will give the Borrowers  and  the
Guarantors  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.

     (4)  Each Borrower and each Guarantor shall mark its respective 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.

                           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 1.32   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:

       (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  the  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 the  Agent  or  any
Lender  of  any  payment  relating to any such  Contract,  license  or
agreement pursuant hereto.  Neither the 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 the Agent, for the benefit of itself as a Lender and certain
other  Lenders."   For the Agent's further security,  Borrowers  agree
that  the  Agent  shall  have a special property  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 the Agent or to its representatives at any  time
on demand of the Agent.  Prior to the occurrence of a Default or Event
of  Default and upon notice from the Agent, each Borrower shall permit
any  representative of the Agent to inspect such books and records and
shall provide photocopies thereof to the Agent, for the benefit of the
Agent and Lenders, as more specifically set forth in this Agreement.

    SECTION 1.33   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 the Agent and  each
Lender  at  the Borrowers' expense at any time and from time  to  time
promptly  upon the 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 the Agent may request.

               SECTION 1.34   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 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 1.35   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 forty-five (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 1.36   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 1.37   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 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.
(1)
      (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 1.38   Insurance.

      (1)  Each Borrower and each Guarantor shall at all times maintain
insurance   on   the  Collateral  and  its  equipment  customary   and
appropriate  to  the nature of such Collateral and  equipment,  taking
into  consideration,  among other matters, such  Borrower's  industry,
size,  and  risk and protection of the Agent's Security Interest  (for
the  benefit  of  the  Lenders)  in  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 or such  Guarantor  and
copies of the policies delivered to the Agent.

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

     (1)  except to the extent otherwise provided in a Permitted Insurance
     Premium Financing Agreement, 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 or the Guarantors, as
     the  case  may  be, 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
     not renewed only upon at least thirty (30) 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.

     (4)  Each Borrower and each Guarantor irrevocably makes, constitutes
and  appoints  the  Agent  (and  all  officers,  employees  or  agents
designated  by the Agent), so long as any Event of Default shall  have
occurred  and  be  continuing, as such Borrower's or such  Guarantor's
true  and lawful agent and attorney-in-fact for the purpose of making,
settling  and  adjusting claims under such Borrower's  or  Guarantor's
"All  Risk" policies of insurance, endorsing the name of such Borrower
or Guarantor on any check or other item of payment for the proceeds of
such  Borrower's or such Guarantor's "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  the Agent.  The Agent shall have no duty to exercise  any
rights  or  powers  granted to it pursuant to the foregoing  power-of-
attorney.  Each Borrower and each Guarantor shall promptly notify  the
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
the Agent in the collection or handling thereof, the Agent may, at its
option,   apply  such  proceeds  to  the  reduction  of  the   Secured
Obligations,  or permit or require such Borrower or such Guarantor  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,
the  Agent  shall permit such Borrower or such Guarantor  to  replace,
restore,  repair  or  rebuild  the property;  provided  that  if  such
Borrower  or such Guarantor has not completed or entered into  binding
agreements  to  complete  such  replacement,  restoration,  repair  or
rebuilding within one hundred eighty (180) days of such casualty,  the
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 or a Guarantor to replace, repair, restore  or
rebuild  the  Collateral shall be applied by the Agent to  reduce  the
outstanding  principal balance of the Revolving  Credit  Loans  (which
application shall not result in a permanent reduction of the Revolving
Credit  Loans Commitment) and upon such application, the  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 or the Guarantors, as the case may
be,  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.

               SECTION 1.39   Location of Offices and Collateral.

         (1)  No Borrower or Guarantor will change the location of its
respective chief executive office, the location of the Collateral,  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  thirty  (30) days' prior written notice thereof  and  complying
with the requirements and conditions of Section 8.8(b).

       (2)  After the Agent's written acknowledgment that any reasonable
action  requested by the Agent in connection with any changes  covered
by  Section  8.8(a), including continuation of the perfection  of  any
Liens  in  favor  of  the  Agent, on behalf of  the  Lenders,  in  any
Collateral,  has been completed or taken, a Borrower or Guarantor  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  or
Guarantor  shall change its fiscal year to a year ending  in  any  day
other than December 31.

    (3)  At no time during the effectiveness of this Agreement shall (i)
any  more  than ten percent (10%) of the aggregate number of  Trailers
(including, without limitation, any Substitution Trailers) be  located
outside of the continental United States or Canada, and (ii) any  more
than five percent (5%) of the aggregate number of Trailers (including,
without  limitation,  any  Substitution Trailers)  be  located  within
Mexico.

  SECTION 1.40   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 1.41   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 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 shall 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 1.42   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.

     (5)  Trailers.  Borrowers shall deliver to the Agent not later than
five  (5)  Business Days after the last Business Day  of  each  Fiscal
Month,  a  report  indicating the exact location  of  each  and  every
Trailer  located outside of the continental United States  as  of  the
last  day  of such Fiscal Month.  Such reports shall be provided  more
frequently by Borrowers to the Agent upon the request of the Agent.

     SECTION 1.43   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 1.44   Covenants Regarding Intellectual Property Collateral.

         (1)   Each Borrower and each Guarantor shall notify the Agent
immediately if it knows that any application or registration  relating
to  any  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  or  such  Guarantor's  ownership  of  any
Intellectual Property, its right to register the same, or to keep, use
and maintain the same.

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

    (3)  Each Borrower and each Guarantor shall take all actions necessary
or  requested by the Agent to maintain and pursue each application, to
obtain the relevant registration and to maintain the registration with
respect  to  all  of  its  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 Intellectual Property Collateral is
infringed  upon, or misappropriated or diluted by a third  party,  the
Borrowers and the Guarantors shall notify the Agent promptly  after  a
Borrower  or  a  Guarantor  learns thereof.  Each  Borrower  and  each
Guarantor  shall  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 the
Agent  shall deem appropriate under the circumstances to protect  such
Intellectual Property Collateral.

         SECTION 1.45   Covenants Regarding Trailers.

    (1)  The Borrowers and the Guarantors shall maintain the Trailers in
good  order  and  repair, except for ordinary wear  and  tear  in  the
ordinary  course  of  business.   The Trailers  shall  be  insured  in
accordance  with  Section 8.7 hereof.  Except as  otherwise  permitted
hereunder,  the Borrowers and the Guarantors agree not to sell,  lease
or  otherwise  dispose of any Trailer or Trailers  without  the  prior
written consent of the Agent.

    (2)  The Borrowers and the Guarantors may, upon not less than ten (10)
days'  prior  written notice to the Agent, sell any  Trailers  in  the
ordinary course of their respective businesses; provided that, (i)  at
the time of any such sale, there exists no Default or Event of Default
hereunder  or an event which, with notice or the passage  of  time  or
both,  would  constitute a Default or Event of Default hereunder,  and
(ii)  to  the  extent  that  immediately  after  any  such  sale,  the
Collateral  Valuation  is  less  than  $500,000  (it  being  expressly
understood and agreed that the following provisions are not applicable
if,  immediately after any such sale, the Collateral Valuation  is  at
least equal to $500,000), either (A) the Borrowers shall promptly (but
in  no  event later than five (5) days after any such sale) pledge  to
the  Agent, for the benefit of the Lenders, Substitution Trailers  the
aggregate  value  of  which shall be such that, upon  such  pledge  of
Substitution  Trailers, the Collateral Valuation  shall  be  at  least
equal  to  $500,000, or (B) if no Substitution Trailers are so  timely
pledged  by the Borrowers, (I) the Borrowers shall pay to the  Lenders
an  amount equal to the most recent appraised value of the Trailers so
sold,   and   (II)   that  portion  of  Borrowing  Base   Availability
attributable to subsection (a) of the definition of Borrowing  Base  B
shall be correspondingly reduced by an equal amount.  For purposes  of
this  Section 8.14(b), upon substitution, the value attributed to each
Substitution  Trailer  shall  be based  upon  the  average  value,  by
reference   to  the  most  recent  appraised  value,  for  the   given
manufacture  and model year of such trailers, until such time  as  the
next appraisal of all Trailers occurs.

     SECTION 1.46   Appraisals of Trailers.  Borrowers hereby agree that
the  Agent  may,  at  Borrowers' cost and expense, undertake  or  have
undertaken  (whether in-house or through an appraiser satisfactory  to
the  Agent in its sole discretion) an appraisal of the Trailers, which
appraisal shall be in form and substance satisfactory to the Agent  in
its sole discretion.  Such appraisals shall be conducted at least once
every  six  (6) calendar months and more frequently if  the  Agent  so
requests.

    SECTION 1.47   Appraisals of Mortgaged Real Estate. Borrowers hereby
agree that the Agent may, at Borrowers' cost and expense, undertake or
have undertaken (whether in-house or through an appraiser satisfactory
to  the  Agent  in its sole discretion) an appraisal of the  Mortgaged
Real   Estate,  which  appraisal  shall  be  in  form  and   substance
satisfactory  to  the Agent in its sole discretion.   Such  appraisals
shall  be  conducted at least once every six (6) calendar  months  and
more frequently if the Agent so requests.

                           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 and each Guarantor shall, and shall  cause
each of its respective Subsidiaries to:

       SECTION 1.48   Preservation of Corporate Existence and Similar
Matters.   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  Materially Adverse Effect; provided, that (a) within one  (1)
year  after  the  Effective  Date, each of the  Guarantors  listed  on
Schedule  9.1  hereto  shall be dissolved, and (b)  the  Borrowers  or
Guarantors  may be merged with and into other Borrowers at  any  time,
provided  that,  as  a result of such a merger, (i)  only  a  Borrower
remains  as the surviving entity from such a merger, and (ii)  in  any
such merger involving Trism, Trism remains as the surviving entity.

  SECTION 1.49   Compliance with Applicable Law and Material Contracts.
Comply  with  all material Applicable Law relating to  such  Borrower,
such  Guarantor  or  such Subsidiary, and all material  agreements  to
which such Borrower, such Guarantor or such Subsidiary is a party.

  SECTION 1.50   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 1.51   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 1.52   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 1.53   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  or such Guarantor;  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 1.54   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.

     SECTION 1.55   Use of Proceeds.

 (1)  Use the proceeds of the initial Advance to (i) first, satisfy in
full all of the outstanding and unsatisfied obligations under the  DIP
Facility  as  of  the Effective Date, after taking  into  account  the
assumption   by  the  Borrowers,  as  Letter  of  Credit   Obligations
hereunder, of all Letter of Credit Obligations under the DIP  Facility
(as  provided  hereinabove  in  the definition  of  Letter  of  Credit
Obligations), and otherwise fulfill the requirements of  the  Plan  of
Reorganization,  and  (ii) all subsequent Advances  only  for  working
capital  purposes  with  respect to the ordinary  course  of  business
operations  of each Borrower, 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 1.56   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 Law 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, such Guarantor'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
Law 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 or such Guarantor's failure  to
perform its obligations under this Section 9.9.

       (2)  Such Borrower or such Guarantor 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 or such Guarantor and their respective Subsidiaries
as a whole.

     (3)  Whenever such Borrower or such Guarantor 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  or such Guarantor in excess  of  $500,000  in  the
aggregate,  such  Borrower or Guarantor shall, at the Agent's  request
and  such  Borrower's or Guarantor'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 1.57   Landlords' Agreements, Mortgagee Agreements and Bailee
Letters.   Such  Borrower or Guarantor 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 the 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 or Guarantor, 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  or  Guarantor
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
the   Agent's   rights   under  this  Agreement,  including,   without
limitation, Lender's rights pursuant to the respective definitions  of
"Eligible Receivables" and "Borrowing Base."

   SECTION 1.58   Further Assurances.  Each Borrower and Guarantor agrees
that  it  shall,  at its expense and upon request of the  Agent,  duly
execute  and  deliver, or cause to be duly executed and delivered,  to
the  Agent  such further instruments and do and cause to be done  such
further  acts  as may be necessary in the reasonable  opinion  of  the
Agent  to  carry out the express provisions of this Agreement  or  any
other Loan Document.

                           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 1.59   Financial Statements.

    (1)  Audited Year-End-Statements.  As soon as available, but in any
event within ninety (90) days after the end of each Fiscal Year of the
Borrowers and the Guarantors, 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 the Borrowers
and the Guarantors 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 a 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
a  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 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  a 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 Borrowers
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  Borrowers,   reflecting
projected  Advances  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 1.60   Accountants' Management Letter.  Together with the
Audited  Financial  Statements referred to in  Section  10.1(a),  each
Borrower  shall  deliver  to  the Agent a  copy  of  the  most  recent
management  letter  to  such Borrower from its respective  independent
certified public accountants,

         (1)  stating that in making the examination necessary for the
preparation  of  such management letter, 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 of the  date  of
such financial statements.

   SECTION 1.61   Officer's Certificate.  Together with each delivery of
financial  statements required by Section 10.1 (a),  (b)  and  (c),  a
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 1.62   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 1.63   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
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 1.64   ERISA.  As soon as possible and in any event within
thirty  (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 to  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.

      SECTION 1.65   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 1.66   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 1.67   Financial Ratios.  Breach any of the financial
covenants set forth in this Section 11.1:

    (1)  Minimum Net Worth.  Upon and after the event of an Availability
Shortfall, the Net Worth of the Borrowers thereafter shall not, at any
time  during  the  then  remaining  term  hereof,  be  less  than  (i)
$16,500,000.00 at any time on or before the earlier of (A) the date on
which the Fresh Start Financial Statements are delivered to Lender  or
(B)  March  30,  2000, and thereafter (ii) an amount equal  to  eighty
percent  (80%) of the Net Worth of Borrowers reflected  in  the  Fresh
Start Financial Statements.

     (2)  Minimum Fixed Charge Coverage Ratio.  Upon and after the event of
an  Availability Shortfall, the Borrowers shall have  a  Fixed  Charge
Coverage  Ratio  for each of the following respective periods  of  not
less than the ratio set forth opposite such periods, as follows:

Period                                                          Minimum Ratio

Fiscal Quarter ended March 31, 2000                               .85 to 1

Two-Fiscal-Quarter Period ended June 30, 2000                     .90 to 1

Three-Fiscal-Quarter Period ended September 30, 2000              .95 to 1

Each Four-Fiscal-Quarter Period ended December 31, 2000,
     and March 31, 2001, respectively                            1.00 to 1
Each Four-Fiscal-Quarter Period ended on the last day of the
     Fiscal Quarter ended June 30, 2001 and on the last
     day of each succeeding Fiscal Quarter thereafter            1.15 to 1


         (3)  Maximum Leverage Ratio.  Upon and after the event of  an
Availability  Shortfall, the Borrowers shall not permit  the  Leverage
Ratio at any time thereafter to exceed the respective ratios set forth
below  as  of  the last day(s) of the respective period(s)  set  forth
opposite such ratios:


Period                                                     Maximum Ratio

Each of the Fiscal Quarters ended March 31, 2000 and
     June 30, 2000, respectively                             9.00 to 1

Fiscal Quarter ended September 30, 2000                      8.50 to 1

Each of the Fiscal Quarters ended December 31, 2000,
     and March 31, 2001, respectively                        8.00 to 1

Each of the Fiscal Quarters thereafter                       1.15 to 1


    SECTION 1.68   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 1.69   Guaranties.  Become or remain liable with respect to
any  Guaranty  of  any  obligation of any  other  Person,  except  for
Permitted Guaranties.

     SECTION 1.70   Investments.  Acquire, after the Agreement Date, any
Business  Unit  or  Investment  or,  after  such  date,  maintain  any
Investment other than Permitted Investments.

     SECTION 1.71   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) $50,000,000 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 1.72   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, the Borrowers
may  (a)  buy  or  sell  Trailers  in the  ordinary  course  of  their
respective  businesses, as provided for under Section 8.14(b)  hereof,
and  (b)  prepay,  in  the  ordinary course of  business,  obligations
arising under Operating Leases, Capitalized Leases and Purchase  Money
Indebtedness;  provided,  however  notwithstanding  anything  to   the
contrary  contained in this Section 11.6, no Restricted Payment  shall
be made in the event an Availability Shortfall exists.

     SECTION 1.73   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 capital 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 1.74   Transactions with Affiliates.  Effect any transaction,
including, without limitation, entering into any management  agreement
or  service  agreement, with any Affiliate without the  express  prior
written consent of the Agent, except (a) in the ordinary course of the
Borrower's  business  and  (b)  loans to  Affiliates  of  any  of  the
Borrowers  in  the  aggregate during the term hereof,  not  to  exceed
$100,000.

    SECTION 1.75   Liens.  Create, assume or permit or suffer to exist or
to  be  created  or assumed any Lien on any of the Collateral  or  its
other assets, other than Permitted Liens.

    SECTION 1.76   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 1.77   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.

    SECTION 1.78   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 1.79   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  the
Agent  or the Lenders or such Borrower's duty or ability to repay  the
Secured Obligations.

         SECTION 1.80   Change of Control; Change In Management.

    (1)  Without the express prior written consent of the Agent, directly
or indirectly effect a Change of Control.

    (2)  Without the express prior written consent of the Agent, which
consent  shall  not be unreasonably withheld, directly  or  indirectly
effect a Change in Management.

       SECTION 1.81   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 1.82   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.

     SECTION 1.83   Pledge of Real Estate.  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
Real  Estate owned by any Borrower or any Guarantor, without the prior
written consent of the Agent.

                           ARTICLE 12

                            DEFAULT

         SECTION 1.84   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 or any Guarantor 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 or deemed made.

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

       (1)  Articles 7, 8, 10 or 11, or Section 9.1 (insofar as it requires
     the  preservation of the corporate existence of such Borrower  or
     Guarantor), or Section 9.8, and the Agent shall have delivered to such
     Borrower or Guarantor written 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 thirty (30) days after written notice thereof
     has been given to such Borrower or Guarantor 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
     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, any Guarantor or any of
their  respective 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 Borrowers
or Guarantors.

       (7)  Voluntary Bankruptcy Proceeding.  Any Borrower, any Guarantor or
any  of  their respective 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, any Guarantor or any of their
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 Guarantor, any of their Subsidiaries or  of
all  or  any  substantial part of the assets, domestic or foreign,  of
such   Borrower,   such   Guarantor,  or  any  of   their   respective
Subsidiaries,  and such case or proceeding shall continue  undismissed
or  unstayed for a period of sixty (60) consecutive calendar days,  or
an  order  granting  the relief requested in such case  or  proceeding
against  such  Borrower,  such Guarantor or any  of  their  respective
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, binding and enforceable, other  than  a
nonmaterial provision rendered unenforceable by operation of  law,  or
such  Borrower, such Guarantor 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.  (i) An uninsured 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 $1,000,000 in  the
aggregate,  or  (ii) any non-monetary judgment or  order  which  could
reasonably be expected to have a Materially Adverse Effect,  shall  be
entered  against any Borrower or any Guarantor by any court  and  such
judgment,  order,  warrant, writ of attachment, execution  or  similar
process as set forth in clause (i) or (ii) shall continue undischarged
or unstayed for thirty (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  or  any
Guarantor)  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 or any Guarantor 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 or any Guarantor shall refuse to deliver  an
opinion in accordance with Section 10.1(a) with respect to the  annual
financial statements of such Borrower or Guarantor.

      (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.

      (14) Change of Control.  There occurs any Change of Control of any
Borrower or Guarantor without the express prior written consent of the
Agent.

      (15) Change in Management.  There occurs any Change in Management of
any Borrower or Guarantor without the express prior written consent of
the Agent, which consent shall not be unreasonably withheld.

      SECTION 1.85   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 Advances 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 Advances 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 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 Intellectual  Property  in
     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);

         (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
     ten (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.

       SECTION 1.86   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 and, with
respect to such Secured Obligations constituting the aggregate  Letter
of  Credit Amount for Letters of Credit that the Agent determines have
been  authorized  for  issuance by the Agent and  the  Issuing  Lender
pursuant  to  Section  3.1 hereof but have not yet  been  issued,  the
creation  of  a Cash Collateral Account (with each and every  Borrower
and Guarantor remaining liable for any deficiency); and

     (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  and  Guarantors  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 1.87   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 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 1.88   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 1.89   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.

    (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 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
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  a  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 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 the 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  the 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.

   (9)  In the event that (i) an Event of Default has occurred hereunder
and (ii) CITBC intends to assign, whether through absolute assignment,
participation  or otherwise, all or a portion of its interest,  rights
and  obligations under this Agreement to an Eligible Assignee pursuant
to  the terms of this Section 13.1 (the "Proposed Assignment"),  CITBC
shall,  within fifteen (15) days prior to the closing of such Proposed
Assignment,  deliver  to  each other Lender  notice  (the  "Assignment
Notice") specifying (A) the amount of the Proposed Assignment and  (B)
outlining  the  terms under which such Lender can participate  in  the
Proposed Assignment and simultaneously with the closing thereof assign
a  portion of such Lender's Commitment in an amount equal to (x)  such
Lender's  Commitment Percentage multiplied by (y) the  amount  of  the
Proposed  Assignment  (each,  a "Pro-rata  Assignment  Right").   Each
Lender  shall then have ten (10) days, from the date of the Assignment
Notice,  to  notify  CITBC  of its desire  to  exercise  its  Pro-rata
Assignment Right.  In the event any Lender notifies CITBC (within  the
time  frame  set forth above) of its desire to exercise  its  Pro-rata
Assignment  Right,  CITBC  and  such  Lender  shall  enter  into  such
documents  as  CITBC  deems  necessary and  appropriate  in  its  sole
discretion to evidence and effect such an assignment.

        SECTION 1.90   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 1.91   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 the 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 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 1.92   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 1.93   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 1.94   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 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 1.95   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 1.96   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, independently and without reliance  upon  the
Agent 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  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 1.97   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 1.98   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 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 1.99   Successor Agent.  The Agent may resign as the Agent
upon an Event of Default by providing thirty (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 the 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 the 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 the 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 the Agent under this Agreement.
Notwithstanding anything to the contrary contained herein, the Agent's
right  to  resign as the Agent, or to assign its status as the  Agent,
pursuant  to  the  terms  of  this Section  14.9  shall  be  expressly
conditioned  upon  a  successor Agent being  appointed  simultaneously
therewith.

        SECTION 1.100  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 1.101  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  fifty percent (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.

                           ARTICLE 15

                         MISCELLANEOUS

      SECTION 1.102  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
     and/or the Guarantors:   c/o TRISM, Inc.
                              4174 Jiles Road
                              Kennesaw, Georgia  30144
                              Attn:  Mr. James G. Overley, Chief Financial
                                     Officer
                              Facsimile No.: (770) 795-4619

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

     If to the Agent:         The CIT Group/Business Credit, Inc.
                              1200 Ashwood Parkway, Suite 150
                              Atlanta, Georgia 30338
                              Attn: Mr. Jerrold K. Brown, Vice President
                              Facsimile No.: (770) 522-7673

     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  1200  Ashwood Parkway, Suite 150, 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 1.103  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  the  DIP
Facility,  the  Letter  of  Interest,  the  Commitment  Letter,   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 ninety (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 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  $5,000,000,
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 $5,000,000 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 1.104  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 from 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 1.105  Setoff.

         (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 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 1.106  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 THIRTY (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 1.107  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 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 1.108  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 1.109  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 1.110  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 otherwise 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.

       (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.

      SECTION 1.111  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 1.112  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 1.113  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 (a) 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,  (b)  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, the Pre-Petition Loan Agreement, the DIP Facility,
the  Letter  of  Interest  or  the  Commitment  Letter,  and  (c)  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 1.114  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 1.115  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 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 1.116  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 1.117  Governing Law.  This Agreement and the Notes (except
with  respect  to certain matters regarding local lien perfection  and
enforcement)   shall  be  construed,  interpreted  and   enforced   in
accordance with and governed by the internal laws of the State of  New
York, but without giving effect to choice of law principles thereof.

       SECTION 1.118  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 1.119  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.

      SECTION 1.120  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.

                          * * * * * * * * * *

 [Remainder of Page Intentionally Left Blank - Signature Pages Follow]


     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:__________________________________


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


                              By_______________________________________
                              Name:___________________________________
                              Title:__________________________________


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


                              By_______________________________________
                              Name:___________________________________
                              Title:__________________________________

                              TRISM HEAVY HAUL, INC.


                              By_______________________________________
                              Name:___________________________________
                              Title:__________________________________


                              TRISM SPECIALIZED CARRIERS, INC.


                              By_______________________________________
                              Name:___________________________________
                              Title:__________________________________


                              TRISM SPECIAL SERVICES, INC.


                              By_______________________________________
                              Name:___________________________________
                              Title:__________________________________


                              TRISM LOGISTICS, INC.


                              By_______________________________________
                              Name:___________________________________
                              Title:__________________________________


                              TRISM EQUIPMENT, INC.


                              By_______________________________________
                              Name:___________________________________
                              Title:__________________________________


         [SIGNATURES CONTINUE NEXT PAGE]

                              GUARANTORS:

                              AERO BODY AND TRUCK EQUIPMENT, INC.


                              By_______________________________________
                              Name:___________________________________
                              Title:__________________________________


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


                              By_______________________________________
                              Name:___________________________________
                              Title:__________________________________


                              TRISM TRANSPORT, INC.


                              By_______________________________________
                              Name:___________________________________
                              Title:__________________________________



                              TRISM TRANSPORT SERVICES, INC.


                              By_______________________________________
                              Name:___________________________________
                              Title:__________________________________

                              LENDERS:

Commitment Percentage: 60%    THE CIT GROUP/BUSINESS CREDIT, INC.


                              By_______________________________________
                              Name:___________________________________
                              Title:__________________________________


Commitment Percentage: 40%    FLEET CAPITAL CORPORATION


                              By_______________________________________
                              Name:___________________________________
                              Title:__________________________________


                              AGENT:

                              THE CIT GROUP/BUSINESS CREDIT, INC.


                              By_______________________________________
                              Name:___________________________________
                              Title:__________________________________