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                AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT

                            SABEL INDUSTRIES, INC.
                            745 North Court Street
                          Montgomery, Alabama  36102

                                                                 August 28, 1997

Congress Financial Corporation
1133 Avenue of the Americas
New York, New York  10036


Gentlemen:

     Congress Financial Corporation ("Lender") and Sabel Industries, Inc. 
("Borrower") have entered into certain financing arrangements pursuant to the 
Loan and Security Agreement, dated as of August 4, 1993, between Lender and 
Borrower, as amended pursuant to Amendment No. 1 to Loan and Security 
Agreement, dated January 31, 1996 and Amendment No. 2 to Loan and Security 
Agreement, dated July 3, 1996 (as amended hereby and as the same may be 
further amended, modified, supplemented, extended, renewed, restated or 
replaced, the "Loan Agreement," and together with all agreements, documents 
and instruments at any time executed and/or delivered in connection therewith 
or related thereto, collectively, the "Financing Agreements").

     Borrower has requested that Lender agree to certain amendments to the 
Loan Agreement and Lender is willing to agree to such amendments to the Loan 
Agreement, subject to the terms and conditions contained herein.  By this 
Amendment, Lender and Borrower desire and intend to evidence such amendments.

     In consideration of the foregoing, and other good and valuable 
consideration, and the respective agreements and covenants contained herein, 
the parties hereto agree as follows:

     1.  DEFINITIONS.  For purpose of this Amendment, unless otherwise 
defined herein, all terms used herein, including, but not limited to, those 
terms used and/or defined in the recitals hereto, shall have the respective 
meanings assigned thereto in the Loan Agreement.

     2.  TRANSACTIONS WITH AFFILIATES.  The proviso to Section 6.6(b) of the 
Loan Agreement is hereby amended by deleting the reference to "April 30, 
1993" contained therein and substituting the following therefore: "July 3, 
1996."

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     3.  REPRESENTATIONS, WARRANTIES AND COVENANTS.  In addition to the 
continuing representations, warranties and covenants heretofore or hereafter 
made by Borrower to Lender pursuant to the other financing Agreements, 
Borrower hereby represents, warrants and covenants with and to Lender as 
follows (which representations, warranties and covenants are continuing and 
shall survive the execution and delivery hereof and shall be incorporated 
into and made a part of the Financing Agreements):

         (a)   No event of Default exists on the date of this Amendment 
(after giving effect to the amendments to the Loan Agreement made by this 
Amendment).
  
         (b)   This Amendment has been duly executed and delivered by 
Borrower and is in full force and effect as of the date hereof, and the 
agreements and obligations of Borrower contained herein constitute legal, 
valid and binding obligations of Borrower enforceable against Borrower in 
accordance with their respective terms.

     4.  CONDITIONS PRECEDENT.  The effectiveness of the other terms and 
conditions contained herein shall be subject to the receipt by Lender of an 
original of this Amendment, duly authorized, executed and delivered by 
Borrower.

     5.  EFFECT OF THIS AMENDMENT.  Except as modified pursuant hereto, no 
other changes or modifications to the Loan Agreement or the other Financing 
Agreements are intended or implied and the Financing Agreements are hereby 
specifically ratified, restated and confirmed by all parties hereto as of the 
effective date hereof.  To the extent of conflict between the terms of this 
Amendment and the other financing Agreements, the terms of this Amendment 
shall control.

     6.  GOVERNING LAW. The rights and obligations hereunder of each of the 
parties hereto shall be governed by and interpreted and determined in 
accordance with the laws of the State of New York.

     7.  BINDING EFFECT.  This Amendment shall be binding upon and inure to 
the benefit of each of the parties hereto and their respective successors and 
assigns.

     8.  COUNTERPARTS.  This Amendment may be executed in any number of 
counterparts, but all of such counterparts shall together constitute but one 
and the same agreement.  In making proof of this Amendment, it shall not be 
necessary to produce or account for more than one counterpart thereof signed 
by each of the parties hereto.

     9.  FURTHER ASSURANCES.  The parties hereto shall execute and deliver 
such additional documents and take such additional 



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action as may be necessary or desirable to effectuate the provisions and 
purposes of this Amendment.

     Please sign the enclosed counterpart of this Amendment in the space 
provided below, whereupon this Amendment, as so accepted by Lender, shall 
become a binding agreement between Borrower and Lender.

                                       Very truly yours,

                                       SABEL INDUSTRIES, IN.

                                       By:     /s/ Roger L. Fay
                                          ----------------------------
                                       Title:     Vice President
                                             -------------------------


AGREED:

CONGRESS FINANCIAL CORPORATION

By:     /s/ Josephine Norris
   ---------------------------------
 Title:     1st Vice President
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