ARROW AUTOMOTIVE INDUSTRIES, INC.
                    FIFTH AMENDMENT AND WAIVER TO REVOLVING
                         CREDIT AND TERM LOAN AGREEMENT


      THIS FIFTH AMENDMENT AND WAIVER (this "Amendment"), dated as of June 29,
 1996, by and between Arrow Automotive Industries, Inc. (the "Borrower") and
 The First National Bank of Boston (the "Bank") as parties to a certain
 Revolving Credit and Term Loan Agreement, dated as of December 29, 1993, as
 amended by the First Amendment to Revolving Credit and Term Loan Agreement,
 dated as of March 24, 1995, the Second Amendment to Revolving Credit and Term
 Loan Agreement, dated as of June 24, 1995, the Third Amendment to Revolving
 Credit and Term Loan Agreement, dated as of December 30, 1995, and the Fourth
 Amendment and Waiver to Revolving Credit and Term Loan Agreement dated as of
 March 30, 1996, (the "Credit Agreement").  Capitalized terms not otherwise
 defined herein shall have the same meanings ascribed thereto in the Credit
 Agreement.

      WHEREAS, the Borrower has requested the Bank to make certain amendments
 to the Credit Agreement;

      WHEREAS, the Borrower has informed the Bank that for the fiscal quarter
 ended June 29, 1996, the Borrower has failed to comply with the financial
 covenant set forth in Section 11.1 - 11.3 of the Credit Agreement and has
 requested that the Bank waive to the limited extent necessary to permit such
 non-compliance as of June 29, 1996, the provisions of Section 11.1 - 11.3 of
 the Credit Agreement; and

      WHEREAS, the Bank is willing to make such amendments to, and grant such
 waivers of, the Credit Agreement subject to the terms and conditions set forth
 herein.

      NOW THEREFORE, the Borrower and the Bank hereby covenant and agree as
 follows:

      1.    AMENDMENT TO CREDIT AGREEMENT.  The Credit Agreement is hereby
 amended by:

      (a)   The definition of Applicable Margin contained in Section 1.1 of the
 Credit Agreement is amended by deleting such definition in its entirety and
 restating it as follows:

                  Applicable Margin.  For each period commencing on an
            Adjustment Date through the date immediately preceding the
            next Adjustment Date (each a "Rate Adjustment Period"), the
            Applicable Margin shall be the applicable margin set forth
            below with respect to the Borrower's Debt Service coverage
            ratio, as determined for the fiscal quarter specified in the
            certificate of compliance delivered by the Borrower during
            the fiscal quarter immediately preceding the applicable Rate
            Adjustment Period.
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                                      Term      Revolving
      Debt Service      Revolving     Base      Credit/     Term
      (Coverage See     Credit/Base    Rate     Eurodollar  Eurodollar
 LEVEL  SECTION 11.2)    RATE LOANS    LOANS      LOANS     RATE LOANS

   I  Less than or
      equal to                                  Not         Not
      0.50:1.00          3.00%        3.25%     Available   Available

  II  Greater than or
      equal to
      0.76:1.00 but
      less than                                 Not         Not
      1.00:1.00          2.00%        2.25%     Available   Available

 III  Greater than or
      equal to
      1.01:00 but
      less than                                 Not         Not
      1.25:1.00          1.00%        1.25%     Available   Available

  IV  Greater than or
      equal to
      1.25:1.00          0.50%        0.75%       3.00%       3.25%



                        Notwithstanding the foregoing, (a) for Loans
            outstanding during the period commencing on September 27,
            1996 through the date immediately preceding the first
            Adjustment Date to occur after the fiscal quarter ending
            December 31, 1996, the Applicable Margin shall be as set
            forth in Level II above, and (b) if the Borrower fails to
            deliver any certificate of compliance when required by
            Section 9.4(d) hereof then, for the period commencing on the
            next Adjustment Date to occur subsequent to such failure
            through the date immediately following the date on which
            such certificate of compliance is delivered, the Applicable
            Margin shall be the highest Applicable Margin set forth
            above.

      (b)   Section 11.1 of the Credit Agreement is amended by inserting
 immediately after the words "$500,000 during any fiscal year thereafter" which
 appears in Section 11.1 a comma and the words "but for the Borrower's 1997
 fiscal year Capital Expenditures shall not include amounts capitalized in
 connection with the closing of the Borrower's manufacturing facility located
 in Santa Maria, California up to an aggregate amount of $250,000".

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      (c)   Section 11.2 of the Credit Agreement is amended by deleting such
 Section 11.2 and restating it in its entirety as follows:

            Section 11.2 Debt Service.  The Borrower will not permit,
            as at the end of each fiscal period described in the table
            set forth below, the ratio of (a) the sum of (i) Net
            Income (which, for purposes of this Section 11.2, shall
            exclude all non-recurring restructuring charges and
            period costs (as such period costs are described in the
            Borrower's business plan dated as of September 13, 1996)
            of the Borrower relating solely to the closing of the
            Borrower's manufacturing facility located in Santa Maria,
            California up to a maximum aggregate amount of
            $2,200,000) plus (ii) Total Interest Expense, plus (iii)
            depreciation, plus (iv) amortization to (b) Total Debt
            Service to be less than the ratio set forth opposite such
            period in such table:

                  FISCAL PERIOD                             RATIO

                  3 month period:   Q1, 1997                1.0:1.0
                  6 month period:   Q1, 1997 through
                    Q2, 1997                                1.0:1.0
                  9 month period:   Q1, 1997 through
                    Q3, 1997                                1.0:1.0
                  12 month period:  Q1, 1997 through
                    Q4, 1997                                1.0:1.0
                  Each period of four consecutive
                    fiscal quarters thereafter,
                    commencing with the four
                    consecutive fiscal quarters
                    ending on the last day of
                    Q1, 1998                                1.0:1.0

      (d)   Section 11.3 of the Credit Agreement is amended by deleting such
 Section 11.3 and restating it in its entirety as follows:

            Section 11.2 Liabilities to Worth Ratio.  The Borrower will
            not permit the ratio of Total Liabilities to Tangible
            Net Worth to exceed (a) 1.50:1.00 as at the end of each
            fiscal quarter for the fiscal quarters ending Q1, 1997,
            Q2, 1997 and Q3, 1997 and (b) 1.30 as at the end of each
            fiscal quarter ending thereafter.

      (e)   Inserting immediately after the text of Section 11.4 of the Credit
 Agreement the following:

            Section 11.5 Minimum Profitability.  The Borrower will not
            permit, as at the end of each fiscal period described in
            the table set forth below, its Net Income (which, for

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            purposes of this Section 11.5, shall include all
            non-recurring restructuring charges and period costs of the
            Borrower relating soley to the closing of the Borrower's
            manufacturing facility located in Santa Maria, California)
            to be less than the amount set forth opposite such period in
            such table:

                  FISCAL PERIOD                                AMOUNT

                  3 month period:   Q1, 1997                -$1,250,000
                  6 month period:   Q1, 1997 through
                    Q2, 1997                                -$1,350,000
                  9 month period:   Q1, 1997 through
                    Q3, 1997                                -$1,250,000
                  12 month period:  Q1, 1997 through
                    Q4, 1997                                -$1,000,000


      2.    WAIVER.  The Bank hereby waives the provisions of Section 11.1 -
 11.3 of the Credit Agreement solely to the extent necessary to permit non-
 compliance with such Section 11.1 - 11.3, and only for the fiscal quarter
 ended June 29, 1996.

      3.    CONDITIONS TO EFFECTIVENESS.  This Amendment shall be effective as
 of June 29, 1996, upon satisfaction of the following conditions:

            (a)   This Amendment shall have been duly and properly executed and
 delivered to the Bank by the Borrower;

            (b)   All corporate action necessary for the valid execution,
 delivery and performance by the Borrower of this Amendment and the Credit
 Agreement as amended hereby shall have been duly and effectively taken, and
 evidence thereof satisfactory to the Bank shall have been provided to the
 Bank; and

            (c)   The Borrower shall have paid to the Bank an amendment fee of
 $10,000.

      4.    REPRESENTATIONS AND WARRANTIES.  The Borrower, hereby represents
 and warrants to the Bank as follows:

            (a)   REPRESENTATIONS AND WARRANTIES IN CREDIT AGREEMENT.  The
 representations and warranties of the Borrower contained in the Credit
 Agreement (i) were true and correct in all material respects when made, and
 (ii) except to the extent such representations and warranties by their terms
 are made solely as of a prior date, continue to be true and correct in all
 material respects on the date hereof.

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            (b)   RATIFICATION, ETC.  Except as expressly provided by this
 Amendment, the Credit Agreement and all documents, instruments and agreements
 related thereto, including, but not limited to the Security Documents, are
 hereby ratified and confirmed in all respects and shall continue in full force
 and effect.  The Credit Agreement and this Amendment shall be read and
 construed as a single agreement.  All references in the Credit Agreement or
 any related agreement or instrument to the Credit Agreement shall hereafter
 refer to the Credit Agreement as amended hereby.

            (c)   AUTHORITY, ETC.  The execution and delivery by the Borrower
 of this Amendment and the performance by the Borrower of all of its agreements
 and obligations under the Credit Agreement as amended hereby are within the
 corporate authority of the Borrower and have been duly authorized by all
 necessary corporate action on the part of the Borrower.

            (d)   ENFORCEABILITY OF OBLIGATIONS.  This Amendment and the Credit
 Agreement as amended hereby constitute the legal, valid and binding
 obligations of the Borrower, enforceable against the Borrower in accordance
 with their terms.

            (e)   NO DEFAULT.  After giving effect to this Amendment, no
 Default or Event of Default has occurred and is continuing.

      5.    NO OTHER AMENDMENTS OR WAIVERS.  Except as expressly provided in
 this Amendment, all of the terms and conditions of the Credit Agreement and
 the other Loan Documents remain in full force and effect.

      6.    EXPENSES.  Pursuant to Section 16 of the Credit Agreement, all
 costs and expenses incurred or sustained by the Bank in connection with this
 Amendment, including the fees and disbursements of legal counsel for the Bank
 in producing, reproducing and negotiating the Amendment, will be for the
 account of the Borrower whether or not the transactions contemplated by this
 Amendment are consummated.

      7.    EXECUTION IN COUNTERPARTS.  This Amendment may be executed in any
 number of counterparts, each of which shall be deemed an original, but which
 together shall constitute one instrument.

      8.    MISCELLEANOUS.  THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT
 UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL PURPOSES
 BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE COMMONWEALTH
 OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF
 LAW).  The captions in this Amendment are for convenience of reference only
 and shall not define or limit the provisions hereof.

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      IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
 under seal as of the date first set forth above.

                        ARROW AUTOMOTIVE INDUSTRIES, INC.

                        By:  /S/ JAMES F. FAGAN
                              Name:  James F. Fagan
                              Title:  Executive Vice President

                        THE FIRST NATIONAL BANK OF BOSTON

                        By:  /S/ MATTHEW A. ROSS
                              Names:  Matthew A. Ross
                              Title:  Vice President

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