FOURTH AMENDMENT TO CREDIT AGREEMENT


         THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of March 15, 1999,  among  LANCER  PARTNERSHIP,  LTD.,  a Texas  limited
partnership  ("Operating  Subsidiary"),  and  LANCER DE  MEXICO,  S.A.  de C.V.,
formerly  known as NUEVA  DISTRIBUIDORA  LANCERMEX,  S.A. de C.V., a corporation
organized under the laws of Mexico ("Mexico  Subsidiary")  (Operating Subsidiary
and Mexico  Subsidiary are hereinafter  referred to individually as a "Borrower"
and  collectively  as  "Borrowers");  LANCER  CORPORATION,  a Texas  corporation
("Parent Company"); LAN-LEASING, INC., a Delaware corporation,  ("Lan-Leasing"),
LANCER CAPITAL CORPORATION, a Delaware corporation ("Lancer Capital") and LANCER
INTERNATIONAL  SALES,  INC.,  a  Texas  corporation   ("Lancer   International")
(Lan-Leasing,  Lancer Capital,  Lancer  International and Operating  Subsidiary,
individually, a "Guarantor" and collectively,  the "Guarantors");  and THE FROST
NATIONAL BANK, a national banking association, individually and as agent for the
Banks acting in the manner and to the extent provided in Article 8 of the Credit
Agreement described below (in such capacity, the "Agent"),  NATIONSBANK, N.A., a
national banking  association,  successor to THE BOATMEN'S  NATIONAL BANK OF ST.
LOUIS, a national  banking  association,  individually,  and each of the lenders
which becomes a party hereto as provided in Section 10.7 (individually, a "Bank"
and collectively, the "Banks").

                                    Recitals

I.   Borrowers,  the  Parent  Company,  the  Agent  and  the  other  Banks  have
     heretofore  entered into the Credit Agreement dated as of July 15, 1996 (as
     amended, modified, restated and supplemented from time to time, the "Credit
     Agreement").

II.  Borrower  has  requested  that the  Banks  agree to modify  certain  of the
     covenants contained in Section 6.1(b) of the Credit Agreement.

III. The Banks are  willing to agree to such  requested  change on the terms and
     conditions set forth in this Amendment.

                                   Agreements

         In  consideration  of the  foregoing  premises,  the mutual  agreements
contained  herein  and other  good and  valuable  consideration  and  reasonably
equivalent value, the receipt and sufficiency of which are hereby  acknowledged,
the parties hereto agree as follows:

          A.   Definitions.  Unless otherwise  defined herein,  terms defined in
               the Credit  Agreement  and used herein shall have the  respective
               meanings set forth in the Credit Agreement.

          B.   Amendments. The Credit Agreement is hereby amended as follows:

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               1.   Section  6.1(b) is hereby amended to read in its entirety as
                    follows:

                  (b) the  ratio of (i) EBIT of the  Companies  determined  on a
                  consolidated  basis  to  (ii)  the  interest  expense  of  the
                  Companies   determined  on  a  consolidated   basis,  for  the
                  four-quarter  period  ending  as of  the  end of  such  Fiscal
                  Quarter,  to be less than set out below opposite the period in
                  which such Fiscal Quarter ends;  provided,  however,  for each
                  Fiscal  Quarter in which an Acquisition  is  consummated,  and
                  each  Fiscal  Quarter  ending  prior  thereto,  the  financial
                  information  necessary to determine the foregoing  ratio shall
                  be adjusted to reflect, on a pro forma basis, such Acquisition
                  as if it had occurred as of the beginning of the first of such
                  Fiscal   Quarters   included  in  the  relevant   four-quarter
                  measurement period; or


                  Fiscal Quarters Ended On or About                     Ratio

                  3/15/99 through 9/30/99                          2.75 to  1.00
                  10/1/99 through 7/15/01                          3.00 to  1.00

                  4. Exhibit M -- Compliance  Certificate  is hereby  amended to
                  incorporate  the following  change to the "Minimum  Ratio" for
                  purposes   of   Section   6.1(b)  of  the   Credit   Agreement
                  (EBIT/INTEREST RATIO COMPANIES) as set forth therein:

                  Fiscal Quarters Ended On or About                     Ratio

                  3/15/99 through 9/30/99                          2.75 to  1.00
                  10/1/99 through 7/15/01                          3.00 to  1.00

         C. In order to  induce  the  Agent  and the  Banks to enter  into  this
Amendment,  each Borrower  hereby  represents  and warrants to the Agent and the
Banks  that,  as of the  date of this  Amendment,  (a) the  representations  and
warranties  set forth in the Credit  Agreement  and each other Loan Document are
true and  correct  as if made on and as of the date  hereof  (other  than  those
representations  and warranties  expressly  limited by their terms to a specific
date),  (b) no Default or Event of Default has occurred and is  continuing,  and
(c) no event has occurred since the date of the most recent financial statements
delivered  pursuant  to Section  5.1 of the Credit  Agreement  that has caused a
Material Adverse Effect.

         D. Each Borrower  hereby  acknowledges  and agrees that no facts events
status or conditions  presently  exist which,  either now or with the passage of
time or the giving of notice or both,  presently constitute or will constitute a
basis for any claim or cause of action against any of the Banks,  or any defense
to the payment of any of the indebtedness evidenced or to be evidenced by any of
the Loan Documents.

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         E. Parent Company  covenants and agrees that, as to the Parent Guaranty
executed and  delivered  by Parent  Company in favor of the Banks as part of the
Loan Documents, (a) the Parent Guaranty is an unconditional guarantee of payment
and  performance and not of collection,  (b) the Parent Guaranty  represents the
primary,  absolute and  unconditional  obligation of Parent  Company and (c) the
Parent  Guaranty is a  continuing  guarantee  and shall remain in full force and
effect until the  termination of the  obligations of the Banks to make Loans and
the  indefeasible  payment in full of the  Obligations (as defined in the Parent
Guaranty).

         F. Each of the undersigned  Guarantors covenants and agrees that, as to
the Affiliate  Guaranty executed and delivered by such Guarantor in favor of the
Banks  as  part  of the  Loan  Documents,  (a)  such  Affiliate  Guaranty  is an
unconditional  guarantee of payment and performance  and not of collection,  (b)
such  Affiliate  Guaranty  represents  the primary,  absolute and  unconditional
obligation of such  Guarantor,  and (c) such Affiliate  Guaranty is a continuing
guarantee and shall remain in full force and effect until the termination of the
obligations of the Banks to make Loans and the  indefeasible  payment in full of
the Obligations (as defined in each such Affiliate Guaranty).

         G. As to the Stock Pledge  Agreement  executed and  delivered by Parent
Company in favor of the Banks as a part of the Loan  Documents,  Parent  Company
hereby  ratifies and  confirms the liens and security  interests of the Banks in
and to all collateral  covered by the Stock Pledge Agreement as security for the
prompt and full payment and performance of the obligations  secured by the Stock
Pledge  Agreement.  In  furtherance  of the  foregoing,  all liens and  security
interests of the Stock Pledge  Agreement  (which are hereby  acknowledged  to be
valid and subsisting) are hereby carried forward, continued,  extended, modified
and  renewed  to secure  the  prompt and full  payment  and  performance  of the
obligations secured by the Stock Pledge Agreement.

         H. Each Loan  Document  is hereby  amended  and  modified to the extent
necessary to give full force and effect to the terms of this Amendment, and each
such Loan Document  shall  hereafter be construed and  interpreted  after giving
full force and effect to the terms of this Amendment.  As amended,  modified and
supplemented pursuant to this Amendment,  each Borrower, Parent Company and each
Guarantor hereby ratify,  confirm and restate each Loan Document and agrees that
each such Loan Document to which it is a party shall  continue in full force and
effect.  Each of the Loan  Documents  now or hereafter  executed  and  delivered
pursuant to the terms  hereof or pursuant to the terms of the Credit  Agreement,
as amended  hereby,  or as further  evidence of or in connection with the Credit
Agreement, as amended hereby, are hereby amended to the extent necessary so that
any  reference in any such  documents,  instruments  or agreements to the Credit
Agreement shall be a reference to the Credit Agreement as amended hereby.

         I. In the event  that any one or more of the  provisions  contained  in
this Amendment  shall be determined  invalid,  illegal or  unenforceable  in any
respect for any reason,  the validity,  legality and  enforceability of any such
provision or provisions  in every other respect and the remaining  provisions of
this Amendment shall not be impaired in any way.
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         J. When  required or implied by the context  used,  defined  terms used
herein shall include the plural as well as the singular, and vice versa.

         K This Amendment  shall be governed by and construed in accordance with
the  internal  laws of the State of Texas  and  applicable  federal  laws of the
United States of America.  This Amendment has been entered into in Bexar County,
Texas and shall be  performable  for all purposes in Bexar  County,  Texas.  The
courts  within  the  State of Texas  shall  have  jurisdiction  over any and all
disputes  arising under or pertaining  to this  Amendment;  and any such dispute
shall be heard in the county or  judicial  district  of the  principal  place of
business of The Frost National Bank.

         L. This Amendment shall be binding upon and inure to the benefit of all
parties hereto and their respective successors and assigns;  provided,  however,
that neither of the Borrowers nor any of their respective  successors or assigns
may,  without the prior written consent of all of the Banks,  assign any rights,
powers, duties or obligations hereunder.

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

         N.       This Amendment constitutes a Loan Document.

         O. Upon execution of this Amendment by the Banks, or within  forty-five
days thereafter,  each Borrower, Parent Company and each of the Guarantors shall
deliver to the  Agent,  in form and  substance  satisfactory  to the Agent,  the
certificates and documents described on Annex B, if any.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized  signatories as of the day and year
first above written.

                                                     OPERATING SUBSIDIARY:

                        LANCER PARTNERSHIP, LTD., a Texas
                               limited partnership

                   By: Lancer Capital Corporation, a Delaware
                          corporation, general partner
                                By:/s/Scott Adams
                                Name:Scott Adams
                                 Title:Treasurer




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                               MEXICO SUBSIDIARY:

LANCER DE MEXICO, S.A. de C.V., formerly known as NUEVA DISTRIBUIDORA LANCERMEX,
                                  S.A. de C.V.

                                By:/s/Scott Adams
                                Name:Scott Adams
                                 Title:Secretary

                                 PARENT COMPANY:

                               LANCER CORPORATION

                                By:/s/Scott Adams
                                Name:Scott Adams
                                 Title:Treasurer

                                   GUARANTORS:

                                LAN-LEASING, INC.

                                By:/s/Scott Adams
                                Name:Scott Adams
                              Title:Vice President

                           LANCER CAPITAL CORPORATION

                                By:/s/Scott Adams
                                Name:Scott Adams
                                 Title:Treasurer

                        LANCER INTERNATIONAL SALES, INC.

                                By:/s/Scott Adams
                                Name:Scott Adams
                                 Title:Treasurer


<PAGE>



                        LANCER PARTNERSHIP, LTD., a Texas
                               limited partnership

                   By: Lancer Capital Corporation, a Delaware
                          corporation, general partner

                                By:/s/Scott Adams
                                Name:Scott Adams
                                 Title:Treasurer

                                  AGENT/BANKS:

                            THE FROST NATIONAL BANK,
                          Individually and as the Agent

                               By:/s/Beth Weakley
                                Name:Beth Weakley
                             Title:Sr. VicePresident


                               NATIONSBANK, N.A.,
                         a national banking association,
                           successor to THE BOATMEN'S
                           NATIONAL BANK OF ST. LOUIS

                              By:/s/Steven A. Liton
                              Name:Steven A. Liton
                               Title:VicePresident



<PAGE>


                                     ANNEX B


         1. Each Borrower, Parent Company and each Guarantor shall have provided
to the Agent a certificate  signed by the secretary of such  corporation,  which
secretary's  office and signature  shall be confirmed by another officer of such
corporation,  dated as of the effective date of this Amendment attaching thereto
or  containing  therein,  and  certifying  as to the  following:  (i)  corporate
resolutions, as in effect and neither revoked nor rescinded, duly adopted by the
board of directors of such corporation  authorizing the execution,  delivery and
performance  of  this  Amendment  and  all  other  documents,   instruments  and
agreements in connection therewith (the "Amendment Documents") to which it is or
will be a party,  and the  transactions  contemplated  thereby;  and (ii) names,
incumbency  and  specimen   signatures  of  the  officers  of  such  corporation
authorized  to  execute  and  deliver  the  Amendment  Documents  to which  such
corporation is a party.

         2. Each  Guarantor  shall have  executed  and  delivered to each Bank a
Reaffirmation of Guaranty.

         3. All other  documents  requested by the Agent in connection with this
Amendment.