<PAGE>   1

                                                                    Exhibit 10.2


February 12, 1996

Ms. Cynthia Morris
Chief Financial Officer
Sun Coast Industries, Inc.
2700 Westmoreland Ave.
Dallas, Texas 75233

RE:      LOAN AGREEMENT (THE "LOAN AGREEMENT") BETWEEN COMERICA BANK-TEXAS
         ("LENDER") AND SUN COAST HOLDINGS, INC., ("BORROWER") DATED DECEMBER
         20, 1995.

Dear Cynthia:

Reference is made to that certain Loan Agreement dated December 20, 1995
between Lender and Borrower. Due to a change in accounting treatment of the
"Accumulated Translation Adjustment Account", Section 11.5. Tangible Net Worth
shall be amended to read as follows:

11.5 TANGIBLE NET WORTH. MAINTAIN TANGIBLE NET WORTH IN AN AMOUNT NOT LESS THAN
THE FOLLOWING AMOUNTS AT ALL TIMES DURING EACH OF THE FOLLOWING RESPECTIVE
PERIODS:

         PERIODS                           AMOUNT

(A)      FROM THE DATE OF THIS AGREEMENT   $14,650,000
         THROUGH DECEMBER 31, 1995

(B)      COMMENCING JANUARY 1, 1996, AND CONTINUING THEREAFTER ON THE LAST DAY
         OF EACH CONSECUTIVE THREE-MONTH PERIOD, THE INITIAL $14,650,000
         REQUIRED MINIMUM TANGIBLE NET WORTH SHALL INCREASE BY AN AMOUNT EQUAL
         TO SEVENTY-FIVE PERCENT (75%) OF INDUSTRIES AND THE SUBSIDIARIES'
         CONSOLIDATED NET INCOME (AS COMPUTED IN ACCORDANCE WITH GAAP) FOR THE
         SAME THREE-MONTH PERIOD, WITH NO ADJUSTMENTS TO TANGIBLE NET WORTH FOR
         OPERATING OR OTHER NET LOSSES.

The preceding modification is for a limited purpose herein expressed. Such
modification shall in no way obligate the Lender to future amendments or
modifications of any provisions of the Loan Agreement. Please signify your
acceptance of the amendment as indicated below, and return a copy directly to
my attention.

Sincerely,



--------------------------
/s/ Melinda A. Chausse
Melinda A. Chausse
Vice President
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SUN COAST INDUSTRIES, INC.
FEBRUARY 12, 1996
PAGE 2



ACCEPTED AND ACKNOWLEDGED:

SUN COAST INDUSTRIES, INC.             GUARANTORS:                           
                                                                             
                                       SUN COAST CLOSURES, INC.              
                                                                             
BY:                                    BY:                                   
   -----------------------------          -----------------------------
                                                                             
ITS:                                   ITS:                                  
   -----------------------------           ----------------------------
                                                                             
                                                                             
                                       PLASTICS MANUFACTURING CO. 
                                                                             
                                       BY:                                   
                                          -----------------------------
                                                                             
                                       ITS:
                                           ----------------------------
                                                                             
                                                                             
                                       CUSTOM LAMINATES, INC.                
                                                                             
                                       BY:
                                          -----------------------------
                                                                             
                                       ITS:                            
                                           ----------------------------
                                                                             
                                                                             
                                       SUN COAST ACQUISITION, INC.           
                                                                             
                                       BY:
                                          -----------------------------
                                                                             
                                       ITS:                            
                                           ----------------------------





cc:      Joe T. Hyde
         Loan Agreement File